TCR_Public/110705.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, July 5, 2011, Vol. 15, No. 184

                            Headlines

AHERN RENTALS: Moody's Withdraws 'Caa3' Corporate Family Rating
ALISAL WATER: Fitch Affirms Issuer Derfault Rating at 'BB-'
ALLEN FAMILY: Seaford to Open July 25 Auction
ALLIANCE ONE: Cut by Moody's to SGL-4; Outlook Negative
ALLIED IRISH: Completes Acquisition of EBS Building Society

ALLIED IRISH: To Raise EUR5 Billion Capital from NPRFC
ALLIED IRISH: Has Settlement With Aurelius, Minister of Finance
ALLIED IRISH: DBRS Downgrades Subordinated Debt Rating to 'D'
ALLIED SPECIALTY: Moody's Withdraws Ratings, Including 'B2' PDR
ALLIED SPECIALTY: S&P Withdraws 'B+' Corporate Credit Rating

AMBAC FIN'L: Has Motion for Securities Class Actions Settlement
AMBAC FIN'L: D&O Claims Bar Date Extended to Aug. 1
AMBAC FIN'L: OCI Seeks State Court Nod to Retain Roger Peterson
AMBAC FIN'L: Incentive Plan Annual Report to Be Filed Late
AMERICAN AXLE: Extends Maturity of 2004 Credit Facility to 2016

AMERICAN GREETINGS: S&P Affirms 'BB+' CCR; Outlook Positive
AMERICAN RESOURCES: A.M. Best Affirms FSR at 'B'
ANCHOR BANCORP: McGladrey & Pullen Raises Going Concern Doubt
ANGLO IRISH BANK: DBRS Downgrades Senior Debt Rating to 'CCC'
ARCADIA RESOURCES: BDO USA Raises Going Concern Doubt

ARIZONA ELITE: Case Summary & 3 Largest Unsecured Creditors
AXIS EQUIPMENT: DBRS Puts BB Provisional Rating on Class D Notes
BANKUNITED FIN'L: Court OKs Bast Amron for Avoidance Suits
BANNING LEWIS: Amending Disclosure to Reflect Auction
BARNES BAY: To Face Purchasers at Aug. 4 Plan Hearing

BERNARD L MADOFF: Trustee Loses Forum Fight With Mets Owners
BERNARD L MADOFF: Each Feeder Fund to Lose $500,000 With Ruling
BERRY-HILL GALLERIES: Paulson Fund Buys Debt for $10-Mil.
BING CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
BIOJECT MEDICAL: Sells Notes to Directors and Officers

BLUEGREEN CORP: Board Seeks to Sell Communities Business
BORDERS GROUP: Najafi to Open July 19 Auction for Assets
BORDERS GROUP: $505MM DIP Facility Extended to Allow Sale Process
BORDERS GROUP: Withdraws 51-Store Closing Sales Motion
BORDERS GROUP: Proposes To Sell Torrance Mortgage Loan for $6.6MM

BRIAR RIDGE: Case Dismissed; Re-Filing Barred Until May 2012
C.A.A.R.T ENTERPRISES: Voluntary Chapter 11 Case Summary
CASCADIA PARTNERS: Contested Plan Hearing on Thursday
CATALYST PAPER: Re-Build of Port Alberni-Area Dam Set to Begin
CATHOLIC CHURCH: Milw. Committee Proposes Info Access Protocol

CATHOLIC CHURCH: Milw. Panel Proposes BMI as Computer Consultant
CATHOLIC CHURCH: Milw. Raises Concerns on Berkeley Hiring
CENTERPOINT ENERGY: Moody's Upgrades Debt Ratings From 'Ba1'
CIRCLE ENTERTAINMENT: Huff Fund Adds More Insiders in Suit
CLARK ATLANTA: Moody's Affirms Ba2 Rating on Series 1995 Bonds

COMPOSITE TECHNOLOGY: SingerLewak LLP Approved as Accountants
COMPOSITE TECHNOLOGY: Files Schedules of Assets and Liabilities
CONFORCE INTERNATIONAL: Recurring Losses Cue Going Concern Doubt
CONSOL ENERGY: Moody's Changes 'Ba3' Rating Outlook to Stable
CORUS BANKSHARES: Disclosure Statement Hearing on July 29

COUNTRY-WIDE INSURANCE: A.M. Best Downgrades FSR to 'C+'
DARLING INTERNATIONAL: Moody's Reviews 'Ba3' CFR For Upgrade
DAVID'S BRIDAL: Moody's Upgrades Rating on Term Loan to 'B1'
DBSD N.A.: Wins Tentative OK for Plan to Emerge Under Dish
DEARBORN LODGING: Plan Outline Requires Additional Revision

DEB SHOPS: Organizational Meeting to Form Panel on July 11
DELMARVA RURAL: Files for Chapter 7 Liquidation
DENNIS BROWN: Voluntary Chapter 11 Case Summary
EAST COAST: Court Approves James A. McFarland as Sole Member
EAST COAST: Brian Geschickter OK'd to Handle Jamestown Pender Case

EASTMAN KODAK: ITC Modifies Judge's Findings in Patent Lawsuit
EDISON INTERNAIONAL: Moody's Lowers CFR to B3; Outlook Negative
EL PASO CORP: Moody's Corrects Ratings for Preferred Stock & Debt
ELDORADO ARTESIAN: Ehrhardt Keefe Raises Going Concern Doubt
ELEPHANT & CASTLE: Files for Bankruptcy to Pursue Asset Sale

ELITE PHARMACEUTICALS: Significant Losses Cue Going Concern Doubt
EMBLEMHEALTH, INC: A.M. Best Affirms 'B' Fin'l Strength Rating
EMISPHERE TECHNOLOGIES: Mark Rachesky Holds 44.4% Equity Stake
ENCOMPASS GROUP: Posts $2.4 Million Net Loss in Dec. 31 Quarter
ENRON CORP: Redemption of Commercial Paper Immune From Recovery

ENTRAVISION COMMUNICATIONS: S&P Affirms 'B' CCR; Outlook Stable
EVEREADY INSURANCE: A.M. Best Downgrades FSR to 'C++'
EXIDE TECHNOLOGIES: Claims Objection Deadline Extended to July 31
EXIDE TECHNOLOGIES: Wins Approval of Pacific Dunlop Settlement
EXIDE TECHNOLOGIES: Settles $800-Mil. EPA Claim for $68-Mil.

FIRST MARINER: Tontine Partners No Longer Owns Shares
FIRST SECURITY: Director Marler Resigns to Spend Time With Family
FULTON HOMES: Bankruptcy Court Confirms Plan of Reorganization
GENERAL GROWTH: Court Closes 67 Affiliates' Chapter 11 Cases
GFI GROUP: Moody's Assigns 'Ba2' Issuer Rating

GEORGE-MARSHALL: Dominion Realty Buys 1.8 Acres for $2.05MM
GP WEST: Taps Bufete Law Firm as Bankruptcy Counsel
GP WEST: Hires Carrasquillo as Financial Consultant
GREAT ATLANTIC: Has Deals Extending Lease Decision Deadline
HARRISBURG, PA: Legislature Takes Bankruptcy Off the Table

HEARUSA INC: Posts $46.9 Million Net Loss in Q1 Ended April 2
HILL DAIRY: Case Summary & 20 Largest Unsecured Creditors
HOVNANIAN ENTERPRISES: S&P Cuts CCR to 'CCC'; Outlook Negative
JACKSON GREEN: Returns to Ch. 11; Lender Wants Case Dismissed
JCK HOTELS: Files Schedules of Assets and Liabilities

JER INVESTORS: May Have to File for Ch. 7 or Ch. 11 Bankruptcy
JOHNSON COUNTY: Case Summary & 6 Largest Unsecured Creditors
KB HOME: S&P Affirms 'B+' Corp. Credit Rating; Outlook Negative
KIK CUSTOM: Moody's Affirms 'Caa1' Corporate Family Rating
LAS VEGAS MONORAIL: Heading for Sept. 14 Confirmation

LEHMAN BROTHERS: Proposes to Implement Claim Determination Process
LEHMAN BROTHERS: To Terminate U.S. Bank Derivative Contracts
LEHMAN BROTHERS: LBI Trustee Seeks Confirmation on TBA Claims
LEHMAN BROTHERS: Seeks Changes to Asset Disposal Process
LEHMAN BROTHERS: Wins Approval for Urbanism Sharing Agreement

LEVEL 3: John Griffin Discloses 4.88% Equity Stake
LOS ANGELES DODGERS: Organizational Meeting on July 13
LOS ANGELES DODGERS: MLB Takeover Inevitable, Attorneys Say
LOS ANGELES DODGERS: Warns Monitor Not to Interfere With Team
LOS ANGELES DODGERS: MLB Settlement Paved Way for $60-Mil. Loan OK

LOUISVILLE SYMPHONY: Set for Aug. 15 Plan Confirmation
LUBBOCK HOUSING: Moody's Lifts Rating on Refunding Bonds to Ba2
MARKETING WORLDWIDE: Receives $250,000 from Sale of Debenture
MAYHEW CREEK: Case Summary & 5 Largest Unsecured Creditors
MERIT GROUP: Court Approves July 20 Auction for All Assets

MERRITT AND WALDING: Can Access Bryant Bank Cash Collateral
MERUELO MADDUX: Shareholders' Competing Plan Approved
MGM RESORTS: Board to Amend Incentive Awards to Exec. Officers
MILLENNIUM GLOBAL: Chapter 15 Case Summary
MP-TECH: Court OKs Employment of Finley Colmer as Fin'l Advisor

MSR RESORT: Court Maintains Plan Filing Exclusivity
NAT'L RETAIL PROPERTIES: Fitch Rates Preferred Stock at 'BB+'
NBC ACQUISITION: Expects to Report $98.3MM Net Loss in Fiscal 2011
NEOMEDIA TECHNOLOGIES: To Sell $1.05-Mil. Debenture to YA Global
NET ELEMENT: TGR Capital Approves 2011 Equity Incentive Plan

NET TALK.COM: Amends Security Purchase Agreements with Investors
NORTEL NETWORKS: Cassidy Turley OK'd as Santa Clara Asset Broker
NORTEL NETWORKS: Gets Dec. 14 Extension of Stay Period Under CCAA
NORTHERN BERKSHIRE: Court OKs Claims Agent Hiring
NORTHERN BERKSHIRE: U.S. Trustee Names 5-Member Creditors Panel

NORTHERN BERKSHIRE: Final Cash Collateral Hearing on Thursday
NORTHERN BERKSHIRE: Sec. 341 Creditors Meeting on July 22
ONEBEACON INSURANCE: Moody's Assigns '(P)Ba1' Pref. Stock Rating
ORCHARD SUPPLY: Moody's Lowers Corporate Family Rating to 'B3'
OVERLAND STORAGE: Board OKs Retention Grants to Exec. Officers

PBJT935927 2008: Case Summary & 3 Largest Unsecured Creditors
PCS EDVENTURES!.COM: Reocurring Losses Prompt Going Concern Doubt
PEGASUS RURAL: Seeks Extension of Schedules Filing to July 18
PILGRIM'S PRIDE: Moody's Downgrades CFR to B2; Outlook Stable
PITTSBURGH CORNING: Asks Court to Reconsider Chapter 11 Plan

POINT BLANK: Debtor & Committees Have Exclusivity Until October
PRE-PAID LEGAL: Moody's Affirms 'B1' Corporate Family Rating
PRE-PAID LEGAL: S&P Affirms 'B' CCR on Financing Modification
QUEPASA CORP: Files Form S-8; Registers 2 Million Common Shares
QUINCY MEDICAL: Case Summary & 20 Largest Unsecured Creditors

RADIENT PHARMACEUTICALS: Settles Alpha Capital Securities Suit
RADIENT PHARMACEUTICALS: Enters Into Noteholders Exchange Pact
RAINBOWVISION SANTA: Case Summary & 20 Largest Unsecured Creditors
RENT-A-CENTER INC: Moody's Affirms 'Ba2' Corporate Family Rating
RIVIERA HOLDINGS: S&P Assigns 'CCC+' Corporate; Outlook Stable

ROBERT J SAUSA: Lawyer Fees Denied for Lack of Hiring Approval
ROPER INDUSTRIES: Moody's Raises Sr. Unsecured Rating From 'Ba1'
ROUND TABLE: Frank Rimerman Approved to Prepare Financial Reports
ROUND TABLE: Court Approves Davis Wright to Handle Tax Law
ROUND TABLE: Farella Braun OK'd on Non-Bankruptcy Corporate Law

SAGITTARIUS RESTAURANTS: Moody's Affirms 'Caa1' Corporate Rating
SHEARER'S FOODS: Moody's Confirms CFR at B2; Outlook Negative
SHILO INN: Case Summary & 17 Largest Unsecured Creditors
SIRIUS XM: S&P Affirms 'BB-' Corporate Credit Rating
SOURCEGAS LLC: Moody's Reviews 'Ba2' CFR for Possible Upgrade

SPECIALTY TRUST: Exits Chapter 11 Under Northlight
STANDARD STEEL: S&P Puts 'B' Credit Rating on Watch Positive
STERLING FINANCIAL: Fitch Upgrades Long-Term IDR to 'B'
SUNWEST MANAGEMENT: Thompson & Knight Exits Class Action Suit
SUPERMEDIA INC: S&P Affirms CCR at 'B-'; Outlook Stable

TAYLOR BEAN: Former Chair Farkas Sentenced to 30 Years in Prison
TECHDYNE LLC: Has Green Light to Hire Jennings Strouss as Counsel
TECHDYNE LLC: Sec. 341 Creditors' Meeting on July 12
TEN X: Case Summary & Largest Unsecured Creditor
THEMEING SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors

TRANS ENERGY: Elects Three New Members to Board of Directors
TRIBUNE CO: Judge Carey Tells Rival Plan Groups To Continue Talks
TRIBUNE CO: Wants Removal Period Extended to Oct. 31
TRIBUNE CO: Stay of Avoidance Suits Extended to Dec. 30
TRIBUNE CO: Debtor & Noteholders Make Closing Arguments for Plans

TROPICANA ENT: Court OKs Settlements With Kirkland, AlixPartners
TROPICANA ENT: Fee Allocation Dispute Still Pending in Court
UNIFI INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Positive
UNITY MUTUAL: A.M. Best Withdraws C++ Financial Strength Rating
UNIVERSAL CITY: Moody's Raises Notes Rating to 'Baa2' From 'B3'

VISHAY INTERTECHNOLOGY: S&P Hikes CCR to 'BB+' on Higher Profit
VISUALANT INC: Closes Security Purchase Pact with Ascendiant
VISUALANT INC: Intends to Acquire Eagle for $1 Million
VITRO PACKAGING: Chapter 15 Case Summary
VITRO SAB: No Ruling Yet on Involuntaries Against U.S. Units

VITRO SAB: Court Denies Petitioning Creditors' Lift Stay Motion
WASHINGTON MUTUAL: Judge Grants FDIC's Bid to Toss Kickback Suit
WASHINGTON MUTUAL: Preferreds to Share Docs With Equity Panel
WCK, INC: Case Summary & 4 Largest Unsecured Creditors
WEST END FINANCIAL: Albert Togut Named Examiner

WEST PENN: Fitch Places Bonds on Rating Watch Evolving
WESTFORD SPECIAL: Wins Dismissal of Liquidation Petition
WESTMINSTER MANOR: Fitch Affirms 'BB+ Rating on Revenue Bonds
WOODEND, LLC: Case Summary & 4 Largest Unsecured Creditors
WPCS INTERNATIONAL: Receives Default Notice from Bank of America

W.R. GRACE: Lan Proceedings Before Judge Buckwalter on June 29
W.R. GRACE: Plan Proceedings Before Judge Buckwalter on June 28
W.R. GRACE: To Release Q2 Financial Results on July 26
W.R. GRACE: Proposes to Bid for "Confidential" Acquisition
XL GROUP: Fitch Affirms BB+ Ratings on Preferred Ordinary Shares

* Remainder Interest in Trust Protected From Creditors
* Same-Sex Bankruptcy May Go Directly to Circuit Court

* FDIC to Discuss on Agency's New Powers to Liquidate Large Firms
* Presidential Candidate Ron Paul Suggests Bankruptcy for U.S.
* Hawaii Bankruptcy Filings Down 25.6% in June

* Dewey & LeBoeuf Corporate Trust Pro Joins Drinker Biddle

* Large Companies With Insolvent Balance Sheets

                            *********

AHERN RENTALS: Moody's Withdraws 'Caa3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Ahern
Rentals, Inc., including the Caa3 Corporate Family Rating and
Ca/LD Probability of Default Rating.

RATINGS RATIONALE

The credit rating has been withdrawn because Moody's Investors
Service believes it has insufficient or otherwise inadequate
information to support the maintenance of the credit rating.

These ratings were withdrawn:

   -- Corporate Family Rating, Caa3;

   -- Probability of Default Rating, Ca/LD;

   -- $238 million 9.25% second priority global notes due August
2013, Ca (LGD-4, 66%)

Speculative Grade Liquidity Rating, SGL-4.

Ahern Rentals, Inc., headquartered in Las Vegas, NV, is an
equipment rental company with a network of 71 branches in the
United States. The company specializes in high reach equipment.
For the twelve months ended September 30, 2010 Ahern reported
revenues of $283 million.


ALISAL WATER: Fitch Affirms Issuer Derfault Rating at 'BB-'
-----------------------------------------------------------
As part of its continuous surveillance effort, Fitch Ratings takes
these actions on Alisal Water Corporation (Alco):

   -- $7.7 million of outstanding 2007A senior secured taxable
      bonds affirmed at 'BB+';

   -- Issuer Default Rating affirmed at 'BB-'.

The Rating Outlook is Stable.

Rating Rationale:

   -- Alco's ratings reflect the utility's relatively weak
      financial metrics, particularly with regard to liquidity,
      although a recent rate increase has somewhat improved Alco's
      financial profile.

   -- Operations are limited, exposing the credit to potentially
      significant volatility in financial performance.

   -- While the California regulatory environment is relatively
      predictable, with the utility achieving rate relief as
      needed, rates are high.

   -- The customer base is small and includes a narrow economic
      profile and very high unemployment.

   -- Capital needs are manageable, which should help improve
      Alco's capital structure over time.

   -- The utility provides an essential service and water supplies
      are sufficient to meet long-term demands.

Key Rating Drivers:

   -- Sustained performance of key financial metrics and
      improvement in liquidity levels;

   -- Improvement in capital structure and structure of expected
      debt issuance;

   -- Changes in California's regulatory environment.

Security:

The bonds are secured by a security interest in pledged
collateral, which consists of all tangible and intangible assets
owned by Alco.

Rating Rationale:

Despite a modest decline in water sales, Alco's overall financial
position improved for calendar 2010 (Alco's fiscal year also ends
December 31) as a result of various surcharges and the accounting
for a general rate increase, which was approved in March 2011 by
the California Public Utilities Commission (CPUC). For 2010,
EBITDA covered interest by 3.2 times (x) (up from 1.9x in 2009)
and EBITDA covered total debt service by 2.2x (up from 1.2x).
Likewise, funds from operations improved to 17.7% of outstanding
debt in 2010 from just 6.5% the year prior.

While the rate adjustments enhanced Alco's financial profile
overall, because the rate adjustments were not enacted until 2011,
actual cash flows did not improve at the level of audited net
income. This, coupled with ongoing capital expenditures that
exceeded depreciation expense, led to a drawdown of around one-
half of Alco's reserve levels. As a result, liquidity fell to a
marginal 14 days cash in 2010 from an already weak 32 days in
2009. With the rate base adjustments, Alco's liquidity position
should rebound somewhat for 2011 and allow some further
improvement in the following years as rate adjustments take effect
and future rate offsets for capital expenditures are recovered.

The utility is regulated by the CPUC but regulations are fairly
well defined and the utility has received timely rate relief.
However, as a result of the recent rate increase passed by the
CPUC, Alco's residential charges, which were already relatively
high, have risen to a very high 1.4% of median household income
based on 1,400 cubic feet per month. While Fitch expects the CPUC
will allow future adjustments to cover necessary operating and
capital expenditures and to generate a continued return on equity
commensurate with other similarly-sized private water utilities in
the state (currently in the 10% range), the system's level of
charges poses some concern.

Debt-to-total-capital remained relatively high for the rating
category at 85% for 2010, largely unchanged from the prior year.
However, with the increase in net income in 2010, debt-to-EBITDA
improved to 4.2x (average for the rating level) after being much
greater in recent years. The system's elevated debt profile
continues to be a major credit factor and this is expected to
continue, as Alco anticipates issuance of an additional $5.7
million in senior secured bonds later this year. Somewhat
mitigating the concern of the additional debt on Alco's capital
structure is that a portion of the bond proceeds is expected to
refund some of Alco's existing obligations and also will provide
for the effective conversion of some loans to an equity position.
As a result, Alco's capital structure should not be significantly
diminished over the intermediate term and should ultimately
improve over time with the higher equity position and steady
amortization of principal, which is above average compared to
other water and sewer utilities nationwide.

Alco serves as a private retail water company in Monterey County,
California, serving a portion of the city of Salinas and a
population of around 29,000. Part of Alco's certificated service
area includes undeveloped land within the city's extra-territorial
jurisdiction. Water supplies are derived exclusively from
groundwater sources, which are estimated to be sufficient to meet
customer demands for the foreseeable future.


ALLEN FAMILY: Seaford to Open July 25 Auction
---------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware approved proposed bidding procedures in connection
with the sale of substantially all of the assets of Allen Family
Foods, Inc. and its debtor affiliates.

The deadline for submission of bids for the Debtors' Available
Assets is July 20, 2011 at 12:00 noon prevailing Eastern Time.

If Qualified Bids are timely received, the Debtors may conduct an
auction on July 25, 2011, at 10:00 a.m. prevailing Eastern Time,
at the offices of Young Conaway Stargatt & Taylor LP, in
Wilmington, Delaware.

A sale hearing is to be held on July 27, at 11:00 a.m. prevailing
Eastern Time.  Objection to the sale of the Available Assets must
be filed with the Court no later than July 20.

The Debtors are currently proposing to sell substantially all of
their assets to Seaford Milling Company for $30 million plus
inventory in an amount not to exceed $38 million, including
assumption of very limited liabilities, pursuant to an abbreviated
sale process and subject to higher and better bids.

The Court has approved the award of a break-up fee and expense
reimbursement, as modified, to Seaford if the firm is not chosen
as the successful bidder in any conducted auction.

The aggregate amount of the Break-Up Fee and Expense Reimbursement
will not, under any circumstances, exceed $2,100,000; provided
that any portion of the $600,000 Expense Reimbursement not applied
to actual out-of-pocket fees and expenses will be payable to
Seaford as part of the Break-Up Fee, Judge Carey ruled.

The obligations of the Debtors to pay the Break-Up Fee and Expense
Reimbursement will be entitled to administrative expense claim
status under the Bankruptcy code, the Court added.

All objections to the Bid Procedures Motions to the extent not
withdrawn, waived or settled are overruled and denied on their
merits.

Before the entry of the Court's ruling, the U.S. Trustee for
Region 3 and the Official Committee of Unsecured Creditors filed
formal objections to the Court.  Both parties complained that the
proposed $2,625,000 Break-Up Fee plus the $600,000 Expense
Reimbursement are excessive and warranted.  The U.S. Trustee
further contended that the sale timeline is extremely fast and
constitutes another reason why the sale process provides an unfair
advantage for the stalking horse bidder.  For its part, the
Creditors' Committee expressed concerned that the Bid Procedures
appear to dispose of the assets quickly, without regard to the
many creditors that will be left without recovery.

                      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.

Lowenstein Sandler PC and Womble Carlyle Sandridge & Rice, PLLC,
serve as counsel for the official committee of unsecured
creditors.  J.H. Cohn LLP serves as the Committee's financial
advisor.


ALLIANCE ONE: Cut by Moody's to SGL-4; Outlook Negative
-------------------------------------------------------
Moody's Investors Service downgraded Alliance One International,
Inc.'s Speculative Grade Liquidity Rating to SGL-4 from SGL-3 and
revised the company's outlook to negative from stable. Moody's
also affirmed all of the company's long-term ratings including its
Corporate Family Rating and Probability of Default Rating of B2.

RATINGS RATIONALE

The negative outlook reflects Moody's expectation that operating
risks in the tobacco leaf sector have materially increased and
will continue to pressure operating profitability and cash flow
generation for the next 12 to 18 months. While Moody's expects
supply conditions to self-correct overtime, ongoing structural
changes in the industry including customer vertical integration
will likely keep competition elevated. Moody's affirmation of the
company's long-term ratings, including its Corporate Family Rating
of B2, reflects Moody's view that AOI's operating performance will
gradually stabilize as it begins to realize the benefits of key
cost and strategic initiatives. The downgrade of the company's
Speculative Grade Liquidity rating to SGL-4 reflects its weak
intrinsic liquidity profile driven by limited covenant cushion and
depressed cash flow.

"AOI's ratings reflect the prospect for greater near-term
volatility in profitability due to a significant oversupply in the
tobacco leaf market as well as risks associated with the company
successfully executing a series of key strategic initiatives
needed to improve operating margins and competitive position,"
says Moody's Senior Vice President Janice Hofferber. "These risks
are heightened by the company's very high leverage and weakened
liquidity as well as ongoing risks associated with its heavy
commodity orientation, exposure to geopolitical and currency
risk," added Ms. Hofferber.

Ratings downgraded of AOI include:

- Speculative Grade Liquidity rating to SGL-4 from SGL-3

Ratings of AOI affirmed (point estimates revised) include the
following:

- Corporate family rating of B2

- Probability of default rating of B2

- $290 million senior secured revolving credit facility due
  March 2013 at Ba2 (LGD1, 4%);

- $635 million 10% senior unsecured notes due July 2016 at B2
  (LGD4, 55%);

- $6 million 8.5% senior notes due 2012 at B2 (LGD 4, 55%); and

- $115 million subordinated convertible debt due July 2014 at Caa1
  (LGD6, 95%).

Outlook is negative

Alliance One International, Inc. and Intabex Netherlands, B.V. are
co-borrowers under the senior secured revolving credit facility.

The principal methodology used in rating Alliance One
International Inc. was the Global Food - Protein and Agriculture
Industry Methodology, published September 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA,
published June 2009.

Please see ratings tab on the issuer/entity page on Moodys.com for
the last rating action and the rating history.

Headquartered in Morrisville, North Carolina, Alliance One
International, Inc. is one of the world's leading tobacco
merchants and processors. Its principal products include flue-
cured, burley and oriental tobaccos, which are major ingredient in
American -- blend cigarettes. Total revenues for the twelve months
ending March 2011 were approximately $2.3 billion.


ALLIED IRISH: Completes Acquisition of EBS Building Society
-----------------------------------------------------------
Allied Irish Banks, p.l.c., completed the acquisition of EBS
Building Society and the formation of one of two pillar banks in
Ireland.

David Hodgkinson, executive chairman of AIB said, "This is a very
significant development for the Irish banking sector and a major
step in its repair.  The combination of AIB and EBS marks the
beginning of a reshaped and revitalised banking sector which will
be focused on supporting economic growth and meeting the financial
needs of the Irish people.  Customers can be assured that, on
completion of the planned recapitalisation, the new bank will be
very strongly capitalised and its capital will be put to work in
the rebuilding of the Irish economy. "

EBS, which will now be called EBS Limited, will operate as a
standalone, separately branded subsidiary of AIB with its own
branch network.

The Executive Directors of EBS Limited are Fergus Murphy and Emer
Finnan.  Non Executive Directors are Philip Williamson and Jim
Ruane.  They will be joined by Catherine Woods, AIB Non Executive
Director and Senior Executives from AIB - Bernard Byrne, Eamonn
Hackett and Denis O'Callaghan.

Fergus Murphy, EBS Chief Executive will initially report to the
Executive Chairman of AIB and will join the AIB Executive
Committee.  Certain functions within EBS will have dual reporting
lines within EBS and to functions within AIB.

Every account in EBS Building Society will become an account of
the same amount with the new EBS entity and the terms and
conditions will remain unchanged, including share accounts.
Depositors and borrowers of EBS can continue to carry out their
business in the normal way.  No action is required on the part of
customers.

The EUR100,000 Deposit Guarantee Scheme protection continues to
apply to EBS customers and AIB customers on a separate basis.  For
example, an EBS customer will be protected for up to EUR100,000 of
deposits in EBS and up to EUR100,000 of deposits in AIB.
Customers above EUR100,000 continue to be covered by the Eligible
Liabilities Guarantee Scheme.  Products held by the same customer
in either institution will be treated as totally separate.
Neither entity (AIB or EBS) will have rights over a customer's
product holding in the separate institution.

Customers who have enquiries on the completion of this acquisition
can contact the Company on the Company's customer contact number
1850 654 321 Monday to Friday 9.00am to 6.00pm.

                  About Allied Irish Banks, p.l.c.

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

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

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

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

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

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

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


ALLIED IRISH: To Raise EUR5 Billion Capital from NPRFC
------------------------------------------------------
Allied Irish Banks, p.l.c., announced that it has concluded
discussions with the Government and has agreed the final terms of
its capital raising transaction, pursuant to which it proposes to
raise EUR5 billion of equity share capital from the National
Pensions Reserve Fund Commission and up to EUR1.6 billion by the
issue of contingent capital notes to the Minister for Finance.

On May 26, 2011, AIB announced that it had signed an agreement
with, amongst others, the Minister to acquire Educational Building
Society, subject to receipt of all regulatory approvals required.
As announced by AIB earlier, completion of the acquisition of EBS
by AIB has now taken place.  The Minister has stated that the
merger of AIB and EBS will form one of the two pillars of Irish
banking.

On March 31, 2011, the Central Bank of Ireland prescribed a
minimum capital target for certain Irish credit institutions of
10.5% Core Tier 1 Capital under a base scenario and 6% Core Tier 1
Capital under a given stress scenario, plus allowing for an
additional protective buffer.  As a result, AIB is required to
increase its Core Tier 1 Capital by c.EUR13.3 billion, and EBS is
required to increase its Core Tier 1 Capital by c.EUR1.5 billion.
These capital increases are to be completed by July 31, 2011.
Following completion of the EBS merger, it is expected that AIB
will be required to raise a total of c.EUR14.8 billion of Core
Tier 1 Capital, of which c.EUR1.6 billion may be in the form of
contingent capital.

The Capital Raising will comprise an equity placing of ordinary
share capital of EUR5 billion to the NPRFC and an issue of up to
EUR1.6 billion of contingent capital convertible notes to the
Minister.  The Placing will comprise an issue of new Ordinary
Shares for cash at a price of EUR0.01 per share.  The Contingent
Capital Notes Issue will comprise an issue of contingent capital
notes for cash.  The Contingent Capital Notes will be subordinated
tier 2 capital instruments with a five year and one day maturity
denominated in units of EUR1,000, issued at par with an aggregate
principal amount of up to EUR1.6 billion.  In certain
circumstances, including if AIB's Core Tier 1 Capital ratio falls,
or is likely in the opinion of the Central Bank to fall, below
8.25%, the Contingent Capital Notes will convert immediately and
mandatorily in their entirety into ordinary shares at a conversion
price of EUR0.01 per Ordinary Share.  The Contingent Capital Notes
carry a fixed annual mandatory interest rate of 10% of the
principal amount, but this may be increased by the Minister up to
a maximum amount of 18% per annum if the Contingent Capital Notes
are to be sold by the Minister.

It has been indicated to AIB by the Minister that it is his
intention that any portion of the PCAR Requirement that has not
been satisfied by the Capital Raising, other capital generating
exercises undertaken by AIB and EBS and any further burden-sharing
with the Group's subordinated debt holders, will be satisfied by
way of a capital contribution to be made by the State to AIB once
the Minister is satisfied that an appropriate level of burden-
sharing has been achieved with the Group's subordinated debt
holders.  It is expected that the Capital Contribution would be
given to AIB by the State for no consideration and accordingly no
new Ordinary Shares will be issued by AIB to the State in return
for the Capital Contribution.

The proceeds of the Placing, the Contingent Capital Notes Issue
and the Capital Contribution will be used to fund the day-to-day
operations of the Group.

By strengthening the Group's capital position, the Capital Raising
and the Capital Contribution should facilitate the objective of
providing for a sustainable future as a systemically important
pillar bank, continuing to support customers, and contributing to
economic recovery. AIB's continued listing on the Enterprise
Securities Market of the Irish Stock Exchange enables Shareholders
to continue to trade their shares, ensures that AIB remains
subject to market oversight, disclosure and reporting obligations
and facilitates AIB's wish to maintain investor relationships and
market analyst coverage.

The Placing and the Contingent Capital Notes Issue will have a
significant positive impact on the Group's capital ratios, further
details of which are set out in the circular referred to below to
be dispatched to Shareholders shortly in connection with the
Capital Raising.  The Capital Contribution will also have a
positive impact on the Group's capital ratios.

To avoid any potential conflict of interest, the three Directors
appointed by the Government, Mr Declan Collier, Mr Dick Spring and
Dr Michael Somers, have not taken part in the Board's decision to
proceed with the Placing and the Contingent Capital Notes Issue.

AIB's Board of Directors acknowledges the continued support of the
Minister and the Irish State.

                  Circular and Shareholder Meeting

To implement the Capital Raising, AIB will dispatch a circular to
Shareholders, including a notice to convene an EGM to be held at
10.00 a.m. on Tuesday, July 25, 2011, at Bankcentre, Ballsbridge,
Dublin 4, to consider, and if thought fit, pass necessary
shareholder resolutions.

AIB's Annual General Meeting will also be held on Tuesday,
July 26, 2011, commencing at 12 noon at Bankcentre, Ballsbridge,
Dublin 4.  A separate circular will be dispatched to Shareholders
shortly, including a notice to convene the AGM, to consider, and
if thought fit, pass the shareholder resolutions to be proposed at
the AGM.

Pursuant to the Placing, AIB will issue 500,000,000,000 new
Ordinary Shares to the NPRFC.  Upon completion of the Placing, and
following a further allotment of new Ordinary Shares to the NPRFC
in lieu of part of the 2011 annual cash dividend on the 2009
Preference Shares that was deferred on May 13, 2011, the NPRFC
will hold c.99.8% of the enlarged total issued ordinary share
capital of AIB.  AIB will at that time have 513,491,220,350
Ordinary Shares in issue, however, it is possible that the total
number of Ordinary Shares in issue may decrease by 36,212,608 if a
5% increment, that is prescribed by the terms of the 2009
Preference Shares due to the deferral of part of the 2011 annual
dividend, is waived.

                  About Allied Irish Banks, p.l.c.

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

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

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

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

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

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

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


ALLIED IRISH: Has Settlement With Aurelius, Minister of Finance
---------------------------------------------------------------
Allied Irish Banks p.l.c. announced a settlement of the
proceedings before the High Court of Ireland involving Aurelius
Capital Master Ltd and the Minister for Finance of Ireland.  The
Court has declared that the subordinated liabilities order issued
by the Court on April 14, 2011, under the Credit Institutions
(Stabilisation) Act 2010 in respect of (i) AIB's GBP368,253,000
12.5 per cent. Subordinated Notes due June 25, 2019, and (ii)
AIB's EUR868,518,000 12.5 per cent. Subordinated Notes due 2015 is
effective as of April 22, 2011, to amend the terms of the
Subordinated Liabilities as follows:

   (i) any interest that may fall due on those liabilities will
       only be payable at the option of AIB; and

  (ii) the maturity date of each such liability has been extended
       to June 25, 2035.

Further to AIB's announcement of June 22, 2011, and in accordance
with the amendments effected by the SLO, no payment of interest
which would otherwise have been due on June 25, 2011, will be made
by AIB in relation to the GBP368,253,000 12.5 per cent.
Subordinated Notes due June 25, 2019.

AIB notes that the SLO is now effective as from April 22, 2011, in
respect of all 18 series of Notes which were the subject of the
Tender and Consent Memorandum dated May 13, 2011, issued by AIB.

                  About Allied Irish Banks, p.l.c.

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

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

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

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

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

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

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


ALLIED IRISH: DBRS Downgrades Subordinated Debt Rating to 'D'
-------------------------------------------------------------
DBRS Inc. has downgraded the ratings of certain subordinated debt
issued by Allied Irish Banks p.l.c. to "D" from "C".  The
downgrade follows the execution of the Group's note purchase
offer.

Almost all of these instruments have been extinguished.  The
default status for the purchased and now-extinguished notes
reflect DBRS's view that bondholders were offered limited options,
which is considered a default under DBRS policy, as discussed in
DBRS's press release dated May 19, 2011.

For AIB's GBP 500 million Dated Subordinated Debt due 2025 and its
EUR 500 million Dated Subordinated Debt due 2017, which are still
outstanding due to the lack of consent for a clean up call, DBRS
has downgraded their ratings to 'D'.  The downgrade reflects
DBRS's expectations that the interest payments of these
outstanding subordinated instruments will be halted on the next
payment date, as allowed by the Irish High Court.  Further, the
downgrade considers the extension of the final maturity dates,
which are now extended to 2035.  Given that bondholders are
unlikely to receive interest as agreed upon and that the expected
maturity has been extended, DBRS views these actions as
disadvantageous to bondholders, which is considered a default
under DBRS policy.

However, the rating of AIB's GBP368.253 million Dated Subordinated
Debt due 2019, which is still outstanding, is unchanged at 'C',
Under Review with Negative Implications.  This rating considers
that these notes have not yet been amended by AIB pursuant to the
Subordinated Liabilities Order from the Irish High Court as a
challenge in respect to these notes is ongoing before this Court.



ALLIED SPECIALTY: Moody's Withdraws Ratings, Including 'B2' PDR
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Allied
Specialty Vehicles including its B2 PDR and CFR and the rating on
the $165 million senior secured lien term loan B due 2016 for
business reasons.

RATINGS RATIONALE

Moody's has withdrawn the rating for its own business reasons.
Please refer to the Moody's Investors Service's Policy for
Withdrawal of Credit Ratings available on its Web site,
www.moodys.com.

Allied Specialty Vehicles, Inc., is a designer, manufacturer and
marketer of a broad range of specialty vehicles and vehicle
bodies. The company operates in three segments: fire and
emergency, recreational vehicles, and commercial vehicles
including school buses, terminal trucks, and road construction
equipment. Revenues for 2010 were over $800 million.


ALLIED SPECIALTY: S&P Withdraws 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit rating on Orlando, Fl.-based Allied Specialty Vehicles at
the company's request.


AMBAC FIN'L: Has Motion for Securities Class Actions Settlement
---------------------------------------------------------------
Ambac Financial Group Inc. filed a motion for bankruptcy court
approval of a previously announced settlement calling for payment
of $2.5 million in cash to resolve several securities law class-
action suits first filed in January 2008.

Peter A. Ivanick, Esq., at Dewey & LeBoeuf LLP, in New York,
tells Judge Chapman that resolution of the Securities Actions,
which have been pending since 2008, through the proposed
Settlement Stipulation will significantly aid the Debtor in
resolving a substantial dispute before confirmation of a plan of
reorganization and will provide greater certainty with respect to
the Debtor's claims pool.

In contrast, if the Securities Actions are not settled, the
Debtor inevitably will be subjected to discovery requests by the
plaintiffs and the other defendants, causing the Debtor to incur
substantial expense responding to those requests, Mr. Ivanick
stresses.  Moreover, the Debtor's management would likely be
distracted by those discovery demands at a time when their
attention is best served reorganizing the Debtor, he points out.

The proposed Settlement Stipulation requires no further payment
from the Debtor beyond the sum of $2.5 million which the Debtor
deposited into an escrow account prepetition and will allow the
Debtor to avoid the cost of continued litigation, thus preserving
the value of the Debtor's estate, Mr. Ivanick assures the Court.

                     Settlement Stipulation

The Settlement was entered to fully, finally, and forever
resolve, discharge and settle any and all manner of claims,
asserted in any of these Securities Actions or the Derivative
Actions:

  (1) A consolidated class action captioned in In re Ambac Fin.
      Group, Inc. Sec. Litig., No 08-cv-411-NRB (S.D.N.Y.) filed
      by purchasers of the Debtor's common stock against the
      Debtor, and certain of its current or former directors or
      officers, for violations of the Securities Exchange Act of
      1934.

  (2) A case entitled Tolin v. Ambac Financial Group, Inc., et
      al., No. 08-cv-11241-CM (S.D.N.Y.), which alleged
      violations of the federal securities laws based on certain
      factual allegations similar to certain of the factual
      allegations in the Ambac Class Action, but on behalf of a
      different class of purchasers, was filed.

  (3) Certain shareholders commenced shareholder derivative
      actions against certain of the Debtor's directors and
      officers, which were consolidated into these cases:
      In re Ambac Financial Group, Inc. Derivative Litigation,
      No. 08-cv-854-SHS (S.D.N.Y.), In re Ambac Financial Group,
      Inc. Shareholder Derivative Litigation, C.A. No. 3521-VCL
      (Del. Ch.), and In re Ambac Financial Group, Inc.
      Shareholder Derivative Litigation, No. 650050/2008E (N.Y.
      Sup.).

The parties to the Settlement Stipulation are:

(i) Lead Plaintiffs in the Ambac Class Action: the Public
     Teachers' Pension & Retirement Fund of Chicago; Arkansas
     Teacher Retirement System, the Public Employees' Retirement
     System of Mississippi Plaintiff Painting Industry Insurance
     and Annuity Funds; and plaintiffs in the Tolin Action,
     Stanley Tolin, and Edward Walton, on behalf of themselves
     and members of the Class;

(ii) the Debtor; and

(iii) Individual Defendants, namely: Michael A. Callen; Jill M.
     Considine; Robert J. Grenader; W. Grant Gregory; Philip B.
     Lassiter; Sean T. Leonard; Thomas G. Theobald; John W.
     Uhlein, III; Laura S. Unger; Henry D.G. Wallace; David W.
     Wallis; Gregg L. Bienstock; Kevin J. Doyle; Philip Duff;
     Thomas J. Gandolfo; Kathleen McDonough; William T.
     McKinnon; Douglas C. Renfield-Miller; and Robert G.
     Shoback.

On May 25, 2011, the Settling Parties executed a First Amendment
to the Settlement Stipulation to clarify that excluded from the
Settlement and the release were any Employee Retirement Income
Security Act claims in the action entitled Veera v. Ambac
Administrative Committee, et al., Case No. 10-cv-4191, pending in
the U.S. District Court for the Southern District of New York.

The Settling Parties stipulated to the certification of a class
consisting of all persons who purchased or otherwise acquired any
of the Debtor's securities, including the Debtor's equity or debt
securities or options thereon, or any STRATS during the period
from October 19, 2005, through and including July 18, 2009.

On May 4, 2011, AFG, its D&O insurers and the Individual
Defendants entered into an Insurer Agreement, pursuant to which
the D&O Insurers agreed to pay the sum of $24,600,000 into the
Escrow Account.

On May 19, 2011, the Bankruptcy Court approved a stipulation
lifting the automatic stay to permit parties to the Securities
Actions to seek approval of the Settlement Stipulation in the New
York District Court.

On June 14, 2011, the District Court preliminarily approved the
proposed settlements.  The District Court scheduled a final
fairness hearing on the matter for September 28, 2011.

The salient terms of the Settlement Stipulation are:

  (A) In consideration of the settlement of the Settled Claims
      against the Debtor and the Individual Defendants, the
      Debtor and the D&O Insurers will severally pay the total
      sum of $27,100,000.

  (B) The D&O Insurers will be required to pay the sum of
      $24,600,000 in consideration of the settlement.  The
      Debtor previously paid the sum of $2,500,000 in cash into
      an escrow account in consideration of the Settlement and
      that the Debtor has no responsibility to make any other
      payments into the Escrow Account or in consideration of
      the Settlement.

  (C) Upon entry of an order by the District Court preliminarily
      approving the Settlement and directing that notice be
      provided to the Settlement Class, lead counsel may pay
      from the Escrow Account, without further approval from the
      Settling Defendants or the D&O Insurers or further order
      of the District Court, all reasonable notice and
      administration costs in an amount not to exceed $500,000.
      In the event that the Settlement is not consummated, all
      notice and administration costs actually paid or incurred,
      including related fees, will not be returned or repaid to
      the Settling Defendants or the D&O Insurers.

  (D) Plaintiffs and each of the members of the Class will
      release, and will be deemed by operation of law to have
      fully, finally and forever released, relinquished, waived,
      discharged and dismissed, each and every Settled Claim
      against the Debtor and Individual Defendants, and will
      forever be enjoined and barred from prosecuting any or all
      Settled Claims against the Debtor and the Individual
      Defendants, and against any of the Released Ambac Parties.
      The Plaintiffs further covenant on their own behalf and on
      behalf of the Class not to sue any Released Ambac Party on
      the basis of any of the Settled Claims against the Debtor
      and Individual Defendants or to assist any person in
      commencing or maintaining any lawsuit relating to any
      Settled Claim against the Debtor and Individual
      Defendants, including any derivative lawsuit.

  (E) The Released Ambac Parties will release and be deemed to
      have released, waived, discharged and dismissed each and
      every of the Released Parties' Claims, and will forever be
      enjoined from prosecuting any or all of the Released
      Parties' Claims against Plaintiffs, their officers,
      directors, employees, agents and attorneys, and all other
      Class Members.

  (F) The Individual Defendants will release and discharge the
      Debtor of and from any right of indemnity with respect to
      the Settled Claims against the Debtor and Individual
      Defendants that are released under the terms of the
      Settlement Stipulation, except as otherwise provided in
      the Settlement Stipulation, in the Insurer Agreement, or
      in the Proposed Judgment.

  (G) The Debtor and the Individual Defendants will be deemed to
      have released claims and claims over for contribution
      or indemnity against the Underwriter Defendants in
      connection with the Securities Actions, and any other
      actions arising out of the same subject matter.

Consummation of the Settlement is contingent upon, among other
things: (1) final approval of the Settlement by the District
Court, and the entry of a judgment, which has become final; and
(2) entry of either (i) an order of the Bankruptcy Court
confirming a plan of reorganization, which contains any necessary
approvals related to the Debtor's entry into and performance of
any obligations under the Settlement Stipulation or; (ii) an
order of the Bankruptcy Court pursuant to Rule 9019 of the
Federal Rules of Bankruptcy Procedure, approving the Debtor's
entry into and performance of any obligations under the
Settlement Stipulation.

While the Settlement Stipulation provides a carve out for certain
claims of the Underwriter Defendants against the Debtor, any
claims of that kind would be subordinated under Section 510(b) of
the Bankruptcy Code, and thus would not affect the distribution
to the Debtor's creditors, Mr. Ivanick assures the Court.

The Underwriter Defendants to the Securities Actions and
Derivative Actions are Citigroup Global Markets, Inc., UBS
Securities LLC, Goldman, Sachs & Co., J.P. Morgan Securities
Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner,
& Smith Incorporated, and Wachovia Capital Markets, LLC, now
known as Wells Fargo Securities, LLC.

A full-text copy of the Settlement Stipulation is available for
free at http://bankrupt.com/misc/Ambac_SettlementStipulation.pdf

                        Insurer Agreement

The Debtor further asks the Bankruptcy Court to approve the
Insurer Agreement with the D&O Insurers, as amended, which pact
is integral to the Settlement Stipulation.

The D&O Insurers are National Union Fire Insurance Company of
Pittsburg, Pa.; St. Paul Mercury Insurance Company; ACE Bermuda
Insurance Ltd.; and Federal Insurance Company.

The Insurers consent to the first amendment to the Settlement
Stipulation.

The Insurer Agreement provides that:

  (A) Within 15 business days after (i) entry of preliminary
      approval of the Settlement Stipulation by the District
      Court, and (ii) the provision to the D&O Insurers of wire
      transfer or check payment instructions, the Insurers will
      pay by wire transfer or check, severally, the sum of
      $24,600,000 into the Escrow Account.

  (B) The Debtor, on its own behalf and on behalf of each of its
      present or former subsidiaries, and the Individual
      Defendants agreed to release and discharge the Insurers
      and each of the Insurers' affiliates of and from all
      manner of claims, which any of the Debtor or any of its
      present or former subsidiaries may have against the
      Insurers with respect to the Settled Claims that are
      released in accordance with the Settlement Stipulation.

  (C) The D&O Insurers released and discharged the Debtor and
      the Individual Defendants from all manner of claims, which
      Insurers now have, claim to have, or in the future may
      have against the Debtor and the Individual Defendants with
      respect to the Settled Claims.

  (D) The Insurer Agreement will be null and void and of no
      force and effect, if certain conditions are not met,
      including entry of an order confirming a Chapter 11 Plan
      of Reorganization in the Debtor's Chapter 11 case

A full-text copy of the Insurer Agreement is available for free
at http://bankrupt.com/misc/Ambac_InsurerAgreement.pdf

If the Bankruptcy Court does not approve the Debtor's Motion, all
funds in the Escrow Account will be returned to the Debtor and
the D&O Insurers in accordance with the Settlement Stipulation,
Mr. Ivanick says.

The Debtor further asks the Bankruptcy Court to approve the
injunctions and releases set forth in the Settlement Stipulation.

Mr. Ivanick contends that the Injunctions and Releases are an
integral part of the Settlement Stipulation as the Settling
Parties have conditioned the effectiveness of the Settlement upon
the Bankruptcy Court's express approval of the Injunctions and
Releases.  He stresses that the D&O Insurers have indicated that
they are unwilling to pay their portion of the Settlement Amount
absent the Bankruptcy Court's approval of the Injunctions and
Releases and the Insurer Agreement.

Indeed, the D&O Insurers have informed the Debtor that they seek
finality through the Settlement Stipulation and are unwilling to
settle if there is a risk of future claims by members of the
Class who may assert Settled Claims that are released by the
Settlement or by the Ambac Entities or creditors or shareholders
purporting to sue on behalf of the Ambac Entities related to the
facts giving rise to the Securities Actions and Derivative
Action, Mr. Ivanick reasons.

The Injunctions provide a mechanism by which the Settling Parties
can fully, and forever, resolve any and all claims connected with
the facts giving rise to the Securities Actions and
Derivative Actions, Mr. Ivanick insists.

The Court will consider the Debtor's request on July 19, 2011.
Objections are due no later than July 12.

                    About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.


AMBAC FIN'L: D&O Claims Bar Date Extended to Aug. 1
---------------------------------------------------
Ambac Financial Group, Inc. notifies the Bankruptcy Court and
parties-in-interest that the Claims Bar Date for the assertion of
claims by its former officers and directors for indemnification,
contribution, or reimbursement has been extended to August 1,
2011.

The previously set D&O Claims Bar Date is July 2, 2011.

Pursuant to the March 1, 2011 Court order extending the deadline
for filing of claims for the D&Os, the Claims Bar Date may be
further extended with respect to any claim by any of the Debtor's
Former Officers or Directors at the discretion of the Debtor and
without further notice or order of the Court.

                    About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.


AMBAC FIN'L: OCI Seeks State Court Nod to Retain Roger Peterson
---------------------------------------------------------------
The Office of the Commissioner of Insurance of the State of
Wisconsin revised has submitted an application to the Circuit
Court for Dane County in Wisconsin for the approval of the
engagement of Roger A. Peterson as Special Deputy Commissioner
for the Segregated Account of Ambac Assurance Corporation,
pursuant to a public statement dated June 10, 2011.

The application states that under a consulting agreement reached
between Mr. Peterson and Theodore K. Nickel, Commissioner of
Insurance, Mr. Peterson will resign from his position as the
Deputy Administrator of the Division of Regulation and
Enforcement at OCI and move to New York to devote his full-time
professional efforts and time to the performance of the Special
Deputy Commissioner of the AAC Segregated Account.  The agreement
is subject to approval from the Court.

Over the course of the Rehabilitation process, which commenced on
March 24, 2010, it has become increasingly evident to
Commissioner Nickel and OCI that the role of Special Deputy
Commissioner in a rehabilitation process of this magnitude and
complexity demands a person working full-time on matters
pertaining to the Segregated Account and who can be regularly on-
site in the insurer's offices in New York.

Earlier this year, Commissioner Nickel concluded that one person
at OCI could no longer occupy a dual role of supervising
regulatory duties on matters unrelated to AAC in Wisconsin and
also as Special Deputy Commissioner for the Segregated Account.
Commissioner Nickel concluded that it was necessary to engage an
independent contractor to serve full-time in the role of Special
Deputy Commissioner who would be based on-site in New York.  In
this role, Mr. Peterson will report to the Rehabilitator and will
be subject to the authority of the Rehabilitator.

The application cites Mr. Peterson's two decades of experience in
the financial examination of insurers and his proven ability to
address the unique and complex challenges posed by this
rehabilitation.  He has been directly involved in assessing and
addressing Ambac's financial situation since its long-term
outlook began to deteriorate in late 2007 and early 2008.

The application was filed in Circuit Court on June 8, 2011.

                    About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.


AMBAC FIN'L: Incentive Plan Annual Report to Be Filed Late
----------------------------------------------------------
Ambac Financial Group, Inc. filed with the U.S. Securities and
Exchange Commission on June 30, 2011, of a notice of late filing
of an annual report for Ambac Assurance Corporation Savings
Incentive Plan f/k/a Ambac Financial Group, Inc. Savings
Incentive Plan on Form 11-K for the year ended December 31, 2010.

Savings Plan Administrator Diana N. Adams said the Form 11-K is
being filed in order to report the information required of the
Ambac Assurance Corporation Savings Incentive Plan.

The AAC Incentive Plan is unable to timely file its Form 11-K
because additional information gathering is required that could
not be completed timely without unreasonable expense and thus,
the audit of the Plan's financial statements is still in process
pending receipt of that additional information, Ms. Adams
reasoned.

The annual report on Form 11-K or portion thereof will be filed
on or before the 15th calendar year following the prescribed due
date, Ms. Adams told the SEC.

Ms. Adams also said there is a significant change in results of
operations from the corresponding period for the last fiscal year
reflected by the earnings statements to be included in the Form
11-K.  Specifically, the change in net assets available for plan
benefits of the Plan was lower by approximately $11 million for
the year ended December 31, 2010 as compared to the year
December 31, 2009, she disclosed.  The reduction in the change in
net assets available for plan benefits was primarily the result
of lower contributions, lower net investment income, and higher
benefit payments during 2010, she explained.

                    About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.


AMERICAN AXLE: Extends Maturity of 2004 Credit Facility to 2016
---------------------------------------------------------------
American Axle & Manufacturing, Inc., amended and restated the
Credit Agreement dated as of Jan. 9, 2004, among American Axle &
Manufacturing Holdings, Inc., as guarantor, AAM, as borrower,
JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P.
Morgan Securities Inc. and Banc of America Securities LLC, as
joint lead arrangers and joint bookrunners.  The Revolving Credit
Amendment and Restatement Agreement dated as of June 30, 2011,
required the satisfaction of certain conditions precedent,
including the termination of the Credit Agreement dated as of
Sept. 16, 2009, as amended, among the Company, AAM and General
Motors Company, as lender.

The Amended and Restated Revolving Credit Agreement, among other
things, increased the aggregate commitments by approximately $79
million and extended the maturity of $235 million of the aggregate
commitments to June 30, 2016.  The class D facility includes loans
held by lenders that agreed to extend and increase their
respective commitments and new lenders to the facility.  The
Amended and Restated Revolving Credit Agreement also includes a
class A loan facility of approximately $53 million, which matures
on Dec. 31, 2011, and a class C loan facility of approximately $87
million, which matures on June 30, 2013.

Borrowings under the Amended Revolving Credit Facility bear
interest at rates based on adjusted LIBOR or an alternate base
rate, plus an applicable margin.  The applicable margin for LIBOR
based loans for lenders with commitments under the new class D
facility will be between 3.00% and 4.50%, depending upon the
corporate ratings of the Company.  The applicable margin for the
class A and class C facilities remains the same.

Under the Amended Revolving Credit Facility, certain negative
covenants were revised to provide increased flexibility.  In
addition, in the event AAM achieves investment grade corporate
credit ratings from S&P and Moody's, AAM may elect to release all
of the collateral from the liens granted pursuant to the
Collateral Agreement, subject to notice requirements and other
conditions.

The Amended Revolving Credit Facility is secured on a first
priority basis by all or substantially all of the assets of AAM
and each guarantor under the Collateral Agreement dated as of
Nov. 7, 2008, as amended and restated as of Dec. 18, 2009, and as
further amended on June 30, 2011, among AAM, the Company and its
domestic subsidiaries (other than AAM) and JPMorgan Chase Bank,
N.A., as collateral agent for the lenders under the Amended and
Restated Revolving Credit Agreement and the secured noteholders
under the Indenture dated as of Dec. 18, 2009, among AAM, as
issuer, the guarantors and U.S. Bank National Association, as
trustee.

A copy of the Amended and Restated Revolving Credit Agreement is
available for free at http://is.gd/j6VBm6

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

The Company's balance sheet at March 31, 2011, showed
$2.16 billion in total assets, $2.58 billion in total liabilities,
and a $415.40 million total stockholders' deficit.

                          *     *     *

In June 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on American Axle & Manufacturing Holdings
Inc. to 'BB-' from 'B+'.  The outlook is stable. "At the same
time, we raised our issue-level ratings on the company's senior
secured debt to 'BB' from 'BB-' and on the unsecured debt to 'B'
from 'B-'.  All the recovery ratings on the debt remain
unchanged," S&P stated.  "The upgrade reflects our opinion that
American Axle's credit measures will improve further over the next
12 months under the gradual recovery in North American auto
demand, and that the company's leverage will decline to 3.5x,"
said Standard & Poor's credit analyst Lawrence Orlowski.

As reported by the TCR on June 3, 2011, Moody's Investors Service
raised American Axle's Corporate Family Rating and Probability of
Default Rating to 'B1' from 'B2'.  The raising of American Axle's
CFR to B1 incorporates Moody's expectation that the company's
improved year-over-year EBIT margin will largely be sustained over
intermediate-term despite potential temporary automotive
production disruptions and high gasoline prices.


AMERICAN GREETINGS: S&P Affirms 'BB+' CCR; Outlook Positive
-----------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Ohio-
based American Greetings Corp. to positive from stable and
affirmed its corporate credit rating of 'BB+'. "At the same time,
we affirmed the 'BB+' rating on the company's unsecured debt, and
we revised our recovery rating on this debt to '3', indicating our
expectation that lenders would receive meaningful (50% to 70%)
recovery in the event of a payment default, from '4'," S&P said.

"The outlook revision reflects the company's improved credit
metrics and our expectation for the company to maintain a moderate
financial policy," said Standard & Poor's credit analyst Linda
Phelps. "In addition, we expect the company's operating
performance to be relatively stable following divestiture of
noncore businesses over the past few years and completion of the
integration of Recycled Paper Greetings and Papyrus."

"Our ratings on American Greetings reflect our view that the
company's business risk profile is fair, given its strong market
position, broad product offerings within the greeting card
industry, and renewed focus on the core greeting card business.
These benefits are tempered by the company participating in the
mature, low-growth greeting card sector. Our ratings also reflect
a financial risk profile that we characterize as modest,
reflecting its low leverage, moderate financial policy, and strong
liquidity," S&P related.

The rating outlook is positive. "We expect the company's operating
performance to remain relatively unchanged, particularly given its
renewed focus on the core greeting card business," said Ms.
Phelps.


AMERICAN RESOURCES: A.M. Best Affirms FSR at 'B'
------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating of B- (Fair) and issuer
credit rating of "bb-" of American Resources Insurance Company,
Incorporated.

The revised outlook reflects ARIC's improved risk-adjusted
capitalization in recent years, which includes the elimination of
debt and higher levels of liquid assets.

The rating affirmations reflect the continued orderly run off of
ARIC's liabilities, which began in late 2007 when it entered into
quota share reinsurance agreements with Hermitage Insurance
Company and its wholly owned subsidiary, Kodiak Insurance Company,
which effectively led to ARIC ceding off its earned premiums and
associated losses and underwriting expenses as of October 1, 2007.
A.M. Best will continue to monitor the uncertainties and execution
risk surrounding ARIC's run-off liabilities over the near to
intermediate term.


ANCHOR BANCORP: McGladrey & Pullen Raises Going Concern Doubt
-------------------------------------------------------------
Anchor Bancorp Wisconsin Inc. reported a net loss of $41.18
million on $85.08 million of net interest income for the fiscal
year ended March 31, 2011, compared with a net loss of $176.91
million on $84.96 million of net interest income for the fiscal
year ended March 31, 2010.

Anchor BanCorp announced a net loss available to common equity of
$21.7 million, or $1.02 per common share, for the three months
ended March 31, 2011.  This compares to a net loss available to
common equity of $29.8 million, or $1.40 per common share, for the
same time period in 2010.

McGladrey & Pullen, LLP, in Madison, Wisconsin, expressed
substantial doubt about Anchor Bancorp Wisconsin's ability to
continue as a going concern after auditing the Company's financial
results for fiscal year ended March 31, 2011.  The independent
auditors noted that at March 31, 2011, all of the subsidiary
bank's regulatory capital amounts and ratios are below the capital
levels required by the consent order.  "The subsidiary bank has
also suffered recurring losses from operations.  Failure to meet
the capital requirements exposes the Corporation to regulatory
sanctions that may include restrictions on operations and growth,
mandatory asset dispositions, and seizure of the subsidiary bank."

In addition, the Company's outstanding balance under the Amended
and Restated Credit Agreement is currently in default, according
to the Form 10-K filed with the Securities and Exchange
Commission.

"Management continues to make steady progress in executing the
Bank's capital plan," said Chris Bauer, President and Chief
Executive Officer of the Corporation and the Bank, in a statement.
"We continue working to improve the financial and operating
performance of the Bank, which will increase the likelihood that
we will attract outside capital."

Although the financial performance of the Bank has improved, ABCW,
as the holding company of the Bank, continues to be burdened with
significant senior debt and preferred stock obligations.  As of
March 31, 2011, $116.3 million is owed to various lenders under an
Amended and Restated Credit Agreement.  Interest expense on the
Credit Agreement negatively impacted results by $15.0 million for
the fiscal year ended March 31, 2011.  On May 31, 2011, the
various lenders, led by U.S. Bank, agreed to the extension of the
Corporation's Credit Agreement through Nov. 30, 2011.  "This
extension is an important step in our efforts to raise capital,
and we will continue to work closely with U.S. Bank over the next
six months," said Bauer.

The Company's balance sheet at March 31, 2011, showed
$3.395 billion in total assets, $3.408 billion in total
liabilities, and a stockholders' deficit of $13.17 million.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/Q4gJUK

A copy of the annual report on Form 10-K is available at
http://is.gd/Tjps05

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.


ANGLO IRISH BANK: DBRS Downgrades Senior Debt Rating to 'CCC'
-------------------------------------------------------------
DBRS Inc. has downgraded the non-guaranteed senior debt and
deposit ratings of Anglo Irish Bank Corporation Limited, including
its Issuer Rating, to CCC from B (low).  All non-government
guaranteed ratings remain Under Review with Negative Implications,
where they were placed on September 10, 2010.  The rating action
does not impact the various Government guaranteed debt and
deposits rating of Anglo Irish which remain at 'A' with a Negative
trend.

As noted in DBRS's press release on April 4, 2011, DBRS viewed
non-guaranteed senior bondholders of Anglo Irish at an increased
risk of adverse actions given the state of the Irish banking
system and the wind-down mode of Anglo Irish.  The rating action
reflects the recent statements by the Minister for Finance which,
in DBRS's opinion, firmly underline the Government's intent to
pursue burden sharing by senior bondholders of what the Irish
Government defines as 'non-going concern' banks, such as Anglo
Irish.  As such, DBRS sees the probability of adverse actions
towards senior bondholders as significantly increased.

DBRS notes that the Irish Government has stated that it will only
pursue such actions should it receive approval from the European
Central Bank.  However, at this time the ECB and other E.U.
members have been firm in their position that no such actions be
taken towards senior bondholders of banks.

The non-government guaranteed ratings remain Under Review with
Negative Implications reflecting the lack of specific details of
any potential forthcoming legislation or liability management
exercises.  DBRS will review the terms of any offer to non-
guaranteed senior bondholders; however, DBRS considers it likely
that any offer will be disadvantageous and coercive to
bondholders.  As such, DBRS would view such an offer as tantamount
to a default.


ARCADIA RESOURCES: BDO USA Raises Going Concern Doubt
-----------------------------------------------------
Arcadia Resources, Inc., filed on June 28, 2011, its annual report
on Form 10-K for the fiscal year ended March 31, 2011.

BDO USA, LLP, in Troy, Michigan, expressed substantial doubt about
Arcadia Resources' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.

The Company reported a net loss of $14.35 million on
$100.04 million of revenues for the fiscal year ended March 31,
2011, compared with a net loss of $31.09 million on $98.08 million
of revenues for the fiscal year ended March 31, 2010.

The Company recognized a Pharmacy goodwill impairment charge of
$2.5 million in fiscal 2011.  The company recorded a goodwill
impairment charge of approximately $14.6 million associated with
the Services segment in fiscal 2010.

At March 31, 2011, the Company's balance sheet showed
$26.13 million in total assets, $46.19 million in total
liabilities, and a stockholders' deficit of $20.06 million.

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

Indianapolis, Indiana-based Arcadia Resources, Inc., is a national
provider of pharmacy, home care, and medical staffing services
operating under the service mark Arcadia HealthCare.  The Company
operates in two reportable business segments: Pharmacy and Home
Care/Medical Staffing Services ("Services").  The Company conducts
its business from approximately 65 facilities located in 18
states.  The Company has pharmacy operations in Indiana and
California and has customer service centers in Michigan and
Indiana.


ARIZONA ELITE: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Arizona Elite Property Investment Group, LLC
        6970 N. 95th Avenue
        Glendale, AZ 85305

Bankruptcy Case No.: 11-18466

Chapter 11 Petition Date: June 27, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case, II

Debtor's Counsel: Lyndon B. Steimel, Esq.
                  LAW OFFICE OF LYNDON B. STEIMEL
                  14614 N. Kierland Boulevard, #N-135
                  Scottsdale, AZ 85254
                  Tel: (480) 367-1188
                  Fax: (480) 367-1174
                  E-mail: lyndon@steimellaw.com

Scheduled Assets: $2,350,000

Scheduled Debts: $3,566,736

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/azb11-18466.pdf

The petition was signed by Cameron Eghlimi, managing member.


AXIS EQUIPMENT: DBRS Puts BB Provisional Rating on Class D Notes
----------------------------------------------------------------
DBRS has assigned provisional ratings to the following classes
issued by Axis Equipment Finance Receivables LLC:

- Class A rated AA (sf)
- Class B rated A (sf)
- Class C rated BBB (sf)
- Class D rated BB (sf)
- Class E-1 rated B (sf)


BANKUNITED FIN'L: Court OKs Bast Amron for Avoidance Suits
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
approved BankUnited Financial Corp.'s application to employ Bast
Amron LLP, as special counsel to pursue certain avoidance actions.

Bast Amron's employment will be limited to the investigation,
analysis and, if advisable, pursuit of avoidance of actions, other
than those avoidance which the Official Committee of Unsecured
Creditors has obtained standing to pursue.

The Debtors said tThe services to be performed by Bast Amron will
not be duplicative of any bankruptcy-related work performed by
BankUnited Financial's general counsel, Greenberg Traurig, P.A.,
or by the Committee's counsel.  Likewise, Bast Amron will
coordinate with BankUnited Financial's other professionals to
ensure its services are, to the maximum extent possible,
complimentary to other professional's services.

Bast Amron will charge the Debtors' estates in accordance with its
customary hourly rates.  The firm's hourly rates are:

      Personnel                  Hourly Rate
      ---------                  ----------
      Brett M. Amron, Esq.       $410
      Richard Lubliner, Esq.     $325
      John Eder, Esq.            $245
      Angelica Fiorentino        $195
      Jane de Pina               $165

                  About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of
$8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22, 2009.
Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen
LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. disclosed
$37,729,520 in assets against $559,740,185 in debts.  Aside from
those assets, BankUnited said that a "valuable" asset is its $3.6
billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.


BANNING LEWIS: Amending Disclosure to Reflect Auction
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Banning Lewis Ranch reported the results of the
auction to the bankruptcy judge at a hearing last week.

According to Mr. Rochelle, one of the lawyers told the judge the
Banning assets, or the southern portion of the project, had an
opening bid of $16 million.  The winning bid of $26.25 million was
from Ultra Resources Inc.  The Devco assets, or the northern
portion, went to KeyBank NA as agent for lenders with a credit bid
of $24.5 million.

Given a "vibrant auction," the disclosure statement explaining the
Chapter 11 plan will require "some pretty severe changes," one of
the lawyers said. The hearing for approval of the disclosure
document was pushed back to July 28, according to the report.

The company filed a Chapter 11 plan in May structured around the
auction to determine who would sponsor a reorganization.

                         About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion of
a 21,000-acre ranch in Colorado Springs, Colo.  Banning Lewis
Ranch is a master-planned community in Colorado Springs, Colorado.
The first section built, the 350-acre Northtree Village, opened in
September 2007 and will have 1,000 homes priced from the high
$100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28,
2010.  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.


BARNES BAY: To Face Purchasers at Aug. 4 Plan Hearing
-----------------------------------------------------
Disgruntled creditors on Thursday forced Barnes Bay Development
Ltd. to revise the disclosure statement explaining its Chapter 11
plan, raising questions over disparate treatment of similar
unsecured creditors.

U.S. Bankruptcy Judge Peter J. Walsh directed the resort's
attorneys to make additional disclosures about the plan on July 1
before sending it to creditors for a vote.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the description of the reorganization plan is being
supplemented to provide additional information sought by people
who made deposits to buy units before bankruptcy.

At the June 30 hearing to approve the disclosure statement, eight
purchasers who made $6.8 million in deposits complained about how
the proposed reorganization plan unjustifiably would put them in
one of three different classes.  They also objected because the
plan might cut off their rights under Anguilla law to have the
status of secured creditors.

The bankruptcy judge gave the purchasers until July 22 to file
papers challenging their classification in the plan.  The judge
will hold a hearing Aug. 4, according to the Bloomberg report.

Barnes Bay and its Official Committee of Unsecured Creditors on
June 13, 2011, jointly filed a Second Amended Joint Chapter 11
Plan of Liquidation and an explanatory disclosure statement.

The Debtors and the Committee believe that the Plan provides a
substantially better recovery for certain classes of creditors
than the original plan filed by the Debtors in April.  Among other
changes, the Plan now provides for the payment in full of all
holders of allowed Class 5 general unsecured creditors.

A copy of the Second Amended Joint Plan is available at:

    http://bankrupt.com/misc/barnesbay.2ndamendedjointplan.pdf

                         About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd., owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.  Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011, to facilitate the sale of the resort.
Barnes Bay disclosed $3,331,282 in assets and $481,840,435 in
liabilities as of the Chapter 11 filing.

Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Keithley Lake & Associates is the Debtors' special
Anguillan counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims, noticing, solicitation and balloting agent.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors in the Debtors' cases.  Brown Rudnick LLP
serves as the Committee's co-counsel, and Womble Carlyle Sandridge
& Rice, PLLC, as its Delaware co-counsel.  C.R. Hodge & Associates
is the Committee's foreign counsel.  FTI Consulting, Inc.,
serves as the Committee's financial advisors.


BERNARD L MADOFF: Trustee Loses Forum Fight With Mets Owners
------------------------------------------------------------
Christie Smythe at Bankruptcy Law360 reports that the trustee
overseeing recovery for Bernard L. Madoff's victims lost a fight
Friday to keep a $1 billion lawsuit against the owners of the
New York Mets in a New York bankruptcy court, with a federal judge
ruling the case belongs in his ballpark.

Law360 says trustee Irving Picard has lodged hundreds of suits in
bankruptcy court against investors and other parties associated
with the Madoff scheme as part of the recovery effort.

                       About Bernard L. Madoff

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

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

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

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

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

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


BERNARD L MADOFF: Each Feeder Fund to Lose $500,000 With Ruling
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. and the Securities Investor Protection Corp. won a
victory June 28 when the bankruptcy judge ruled that investors in
feeder funds don't have customer claims in the Madoff liquidation.
U.S. Bankruptcy Judge Burton R. Lifland concluded in his 33-page
opinion that the plain language of the Securities Investor
Protection Act doesn't give feeder-fund customers claims in the
Madoff liquidation.

Mr. Rochelle notes that the June 28 ruling has $500,000 in
practical significance for each customer of the 19 feeder funds
that funneled money into Madoff.  If the feeder-fund investors
qualified as customers of Madoff, each customer could have been
entitled to a $500,000 payment from the SIPC fund.  Denial of
customer status means that the customers of each feeder fund will
receive only what that feeder fund receives on its one claim
against the Madoff firm.

Mr. Rochelle discloses that the Madoff trustee has affirmative
claims against many feeder funds for preferences or receipt of
fraudulent transfers, which would have the effect of further
reducing recoveries by feeder-fund customers.  Judge Lifland noted
that feeder-fund customers never signed customer account
agreements with Madoff.  Instead, he said they purchased ownership
interests in the feeder funds themselves.  Judge Lifland said they
invested in the feeder funds, "not through the feeder funds."
Judge Lifland also rejected the argument that feeder funds should
be treated like so-called introducing brokers.  Judge Lifland said
that feeder funds, unlike introducing brokers, aren't registered
with the Securities and Exchange Commission and aren't members of
SIPC.

                      About Bernard L. Madoff

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

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

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

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

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

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


BERRY-HILL GALLERIES: Paulson Fund Buys Debt for $10-Mil.
---------------------------------------------------------
Erica Orden, writing for The Wall Street Journal, reports that
Paulson Credit Opportunities Master Ltd. -- a fund run by John
Paulson's Paulson & Co. -- has purchased a loan to American-art
specialist Berry-Hill Galleries for about $10 million, as well as
the mortgage on the gallery's property in an elegant townhouse
near the Frick Collection, according to public records and people
familiar with the matter.

The Journal recounts Berry-Hill defaulted last year on a debt of
$9.5 million to an entity now known as American Capital Ltd.,
according to public records.  Dozens of paintings and sculptures
used as collateral were seized from the gallery's headquarters on
East 70th Street.  Shortly afterward, the gallery's previous
mortgage lender began foreclosure proceedings on a $16 million
mortgage, according to public records.

The Journal reports that according to court filings and an
attorney for the gallery, Paul Niehaus, the Paulson fund's
acquisition of Berry-Hill's debt and mortgage ended the lawsuit
and foreclosure proceedings against the gallery, and the artwork
has been restored to its Upper East Side home.

The Journal says American Capital couldn't be reached for comment.
A spokesman for Paulson & Co., Armel Leslie, declined to comment.

Armel Leslie is a Principal at Walek & Associates and heads the
Global Capital practice group.  He may be reached at:

          Armel Leslie
          WALEK & ASSOCIATES
          317 Madison Avenue, Suite 2300
          New York, NY 10017
          Tel: (212) 889-4113
          Fax: (212) 889-7174
          E-mail: aleslie@walek.com

The Journal recounts the gallery filed for bankruptcy in federal
court in 2005 after being accused by creditors of manipulating an
auction to boost the value of its own paintings.  Gallery owners
have denied allegations of manipulation. Berry-Hill emerged from
bankruptcy protection in 2007, at which point it took out a loan
from American Capital.


BING CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bing Construction Company
        aka Bing Custom Homes
        2930 South Telegraph Road
        Bloomfield Hills, MI 48302-1058

Bankruptcy Case No.: 11-57853

Chapter 11 Petition Date: June 28, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Howard M. Borin, Esq.
                  John J. Stockdale, Jr., Esq.
                  Michael E. Baum, Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward Ave., Ste. 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  Fax: (248) 642-2127
                  E-mail: hborin@schaferandweiner.com
                          jstockdale@schaferandweiner.com
                          mbaum@schaferandweiner.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/mieb11-57853.pdf

The petition was signed by Ralph Binggeser, authorized person.


BIOJECT MEDICAL: Sells Notes to Directors and Officers
------------------------------------------------------
Bioject Medical Technologies, Inc., entered into a Convertible
Note Purchase and Warrant Agreement with Al Hansen, Mark
Logomasini, Ed Flynn, and Ralph Makar pursuant to which Bioject
issued Convertible Promissory Notes and warrants to purchase
Common Stock.  Pursuant to the Agreement, Bioject sold Notes in
the principal amount of $75,000 to each of Messrs. Hansen and
Logomasini, $50,000 to Mr. Flynn, and $25,000 to Mr. Makar.  Each
of Messrs. Flynn, Hansen, Logomasini, and Makar is a director of
Bioject; Mr. Makar is also Bioject's Chief Executive Officer.  In
addition, Mr. Hansen is a managing director of Signet Health
Partners, an affiliate of one of Bioject's principal shareholders,
Life Sciences Opportunities Fund II, L.P., Life Sciences
Opportunities Fund II (Institutional), L.P.

The Notes bear interest at the rate of 10% per year with all
principal and interest due Dec. 29, 2011, which maturity date may
be extended to June 28, 2012, at the option of the holder, and may
not be prepaid without the written consent of the holders of a
majority in interest of the Notes.  The Notes are convertible at
any time by the Purchasers into Bioject's common stock at the rate
of $0.19 per share, or, in the case of a qualified financing, into
the securities sold in the financing at a price equal to the
financing price.

The number of shares for which each Warrant is exercisable
automatically increases if the holder exercises his option to
extend the maturity date of his Note.  If no holder exercises his
option to extend the maturity date of his Note, the Warrants will
be exercisable for an aggregate of 118,422 shares of Bioject's
common stock.  If all holders exercise their options to extend the
maturity date of their Notes, the Warrants will be exercisable for
an aggregate of 236,844 shares of Bioject's common stock.  The
Warrants' exercise price is $0.19 per share.  Each Warrant is
immediately exercisable and expires three years from the date of
issuance.

Bioject also entered into a Registration Rights Agreement with
each Purchaser granting piggy-back registration rights.

                       About Bioject Medical

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

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

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

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


BLUEGREEN CORP: Board Seeks to Sell Communities Business
--------------------------------------------------------
Bluegreen Corporation previously disclosed it is exploring
strategic alternatives for its Bluegreen Communities business
segment.  In connection with that process, on June 30, 2011, the
Board of Directors of the Company made a determination to seek to
sell the business segment or all or substantially all of its
assets.  As a consequence, Bluegreen Communities will be accounted
for as a discontinued operation in the Company's financial
statements.  Further, the Company expects that an impairment
charge, which may be material, will be taken in the quarter ended
June 30, 2011.  The Company is determining the appropriate amount
of such impairment, which will be based on a current valuation of
the business segment.  The Company has not entered into any
agreement or agreements with respect to the sale of the business
segment or its assets, and there is no certainty that the Company
will successfully consummate a sale or sales on terms acceptable
to the Company.

                       About Bluegreen Corp.

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

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

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

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

                           *     *     *

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


BORDERS GROUP: Najafi to Open July 19 Auction for Assets
--------------------------------------------------------
Borders Group, Inc. has entered into an asset purchase agreement
with Direct Brands, a portfolio company of Najafi Companies, and
intends to move forward with submitting the agreement to the Court
to serve as the "stalking horse" bid for a Court-supervised
auction of the business under Section 363 of the U.S. Bankruptcy
Code.  Borders believes a sale provides the best path forward to
reposition the business for a successful future and to maximize
value for the Company's stakeholders.

Under the terms of the agreement and subject to further due
diligence, Direct Brands would purchase substantially all of the
Company's assets for $215.1 million plus the assumption of
approximately $220 million of liabilities, subject to the auction
and Bankruptcy Court approval.  Najafi Companies is a Phoenix,
Ariz.-based private investment company with extensive experience
in several customer-focused businesses.  The firm acquired Direct
Brands in 2008, including Book-of-the-Month Club, Doubleday Book
Clubs and Columbia House.  The tentative purchase agreement will
occur prior to the Court hearing on July 21.

If consummated and under the terms of the agreement, Borders would
operate as a wholly owned subsidiary of Direct Brands.  As part of
the agreement with Direct Brands, Hilco and Gordon Brothers have
agreed to acquire any store locations that are ultimately not
included in the sale and will close those stores in an orderly
manner.

Mike Edwards, Borders Group President, said, "We are pleased to
take another important step forward as we position Borders for a
vibrant future and sustainable earnings growth.  Since the filing,
we have made significant progress in reducing our cost structure,
refocusing our merchandise offering, and building our eBook
business.  We look forward to working with a supportive partner as
we continue to execute on our turnaround strategy."

Under its turnaround plan, Borders introduced a revitalized in-
store experience particularly with respect to its Kids offering
and a new Borders Cafe program in its superstores featuring a new
Cafe design and tailored menu items.  On the digital front,
Borders is capturing a larger share of the eBook market through an
expanded partnership with Kobo. In addition to providing customers
with access to Kobo's vast inventory of digital books, the Company
recently introduced the new Kobo eReader Touch Edition to great
reviews, and the device will be available in stores in early July.

Mr. Edwards concluded, "We appreciate the continued support of our
employees, customers and business partners as we work toward a
successful resolution to our restructuring."

During the sale process, Borders is continuing to conduct business
and serve customers in the ordinary course, including honoring its
Borders Rewards program, gift cards and other customer programs.

In addition to the Company's filing a motion today with the
Bankruptcy Court seeking authorization to conduct a Court-
supervised auction, the Company also submitted an alternative
proposal required under the Company's DIP financing agreement, in
the event that a going-concern sale is not consummated, that
comprises an orderly sale of all the assets of the business by a
joint venture led by Hilco and Gordon Brothers.

The Company anticipates completing the sale process by late July.

Borders legal advisors are Kasowitz, Benson, Torres & Friedman LLP
and Baker & McKenzie, and its financial advisor is Jefferies &
Company, Inc. Alix Partners is serving as Restructuring Advisor.
Advisors for Najafi Companies include Ballard Spahr LLP and New
York-based Debevoise & Plimpton LLP.

                      About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: $505MM DIP Facility Extended to Allow Sale Process
-----------------------------------------------------------------
Borders Group, Inc. and its debtor affiliates sought and obtained
approval from Judge Martin Glenn of the U.S. Bankruptcy Court for
the Southern District of New York to enter into a second amendment
of their $505 million debtor-in-possession financing agreement
with lenders led by GE Capital Markets.

The bankruptcy judge approved the amendment that extends deadlines
in the DIP Facility to allow Borders to sell its business in a
dual-track process by the end of July and avoid the need for
Borders to close 40 of its more profitable stores, which the
bookseller chain intends to include in a sale, said Borders
spokesperson Mary Davis, according to Steven Church and Chris
Dolmetsch of Bloomberg News.  "The stores will stay open for the
foreseeable future," Ms. Davis told Bloomberg.

At a June 22, 2011 hearing, however, Judge Glenn expressed "some
reluctance" to approve the $1 million fee to be paid by Borders
to the DIP lenders in connection with the second DIP Loan
amendment, Bloomberg relays, citing an audio transcript.

Counsel to Borders, Andrew K. Glenn, Esq., at Kasowitz, Benson,
Torres & Friedman LLP, in New York, reasoned to Judge Glenn that
the fee is lower than what was originally proposed, according to
the audio transcript obtained by Bloomberg.

"There were arm's-length and vigorous negotiations of that
amount, the committee was involved in those negotiations and
tried to get it even lower than that but $1 million was the best
we could do," Borders' lawyer explained to the bankruptcy judge.

"The reluctance is I think you're getting raped, is the best way
I can describe it," Judge Glenn stated at the hearing, according
to Bloomberg.  "These fees are out of sight.  The other side of
the coin is, its the only game in town, so it is with reluctance
that I approve the motion.  A million dollar fee for very minimal
extension in these dates is an extraordinary fee, very close to
me saying, 'No,'" the bankruptcy judge commented.

Mr. Glenn further described the fee as a pill most bankrupt
companies have to swallow when renegotiating loans, according to
a separate report by Reuters.

"That's a pretty big pill," the bankruptcy judge responded,
Reuters relays.

Borders' lawyer stressed that if the bookseller chain cannot meet
the deadlines, it will have to liquidate its business, Reuters
states.  The Borders lawyer said he hopes for a robust auction,
but that at least some additional stores will likely have to
close, Reuters relays.

Judge Glenn also stated at the June 22 hearing that the
aggressive timetable makes him "very scared" because of the
possibility of a multi-day auction or problems with the approval
of those procedures for that auction, Joseph Checkler of Dow
Jones Daily Bankruptcy Review relays.

"I'll find a way to live with that," Judge Glenn was quoted by
Dow Jones as saying at the hearing.

Borders was scheduled to file a proposal by July 1 to sell itself
at a court-approved auction with a guaranteed buyer, known as a
'stalking horse,' making an initial bid, Ms. Davis told
Bloomberg.

The additional asset sale deadlines are:

   July 15, 2011  -- Deadline to obtain court order approving
                     stalking horse bid/bidding procedures.

   July 19, 2011  -- The Debtors will conduct an auction.

   July 22, 2011  -- Sale Hearing

   July 29, 2011  -- Sale Closing

If unsuccessful in finding a buyer for substantially all of its
assets, Borders will give itself to liquidators.

                       Court's Order

Judge Glenn authorized the Debtors to perform all acts; and to
make, execute and deliver all instruments and documents in
connection with the Second DIP Loan Amendment that may be
reasonably required, necessary, or requested by the DIP Agents,
including, without limitation, the payment of the Amendment Fee.

The Debtors will deliver to the Official Committee of Unsecured
Creditors copies of all reports, certificates, notices and other
documentation they are required to deliver to the DIP Agents
pursuant to the DIP Loan Documents, including the appraisal
referenced in the Second Amendment.  However, nothing in this
provision obligates any DIP Secured Parties to deliver copies of
any those reports, certificates, notices and other documentation
to the Committee; and the Committee is not entitled to copies of
any reports or other materials prepared internally by any DIP
Secured Party or by any professionals retained by any DIP Secured
Party, including, without limitation, any attorneys, accountants,
appraisers or financial advisors.

Judge Glenn finds that the Second DIP Loan Amendment has been
negotiated in good faith and at arm's-length among the Debtors,
the DIP Agents and the DIP Lenders.

To the extent the Debtors are permitted, under the Second DIP
Loan Amendment, to exclude their intellectual property assets and
interests in leases in or from a Sale Transaction, the Debtors
will include those assets in a Sale Transaction only after
consultation with the Committee and the Committee reserves its
rights to object to the Debtors' inclusion of those assets in a
Sale Transaction in the event the Debtors seek to include
them after the consultation.

Any and all objections to the DIP 2nd Amendment Motion not
withdrawn or resolved are overruled on the merits in all
respects, Judge Glenn ruled.

              Terms of DIP Loan Second Amendment

The primary modifications under the DIP Loan Second Amendment
are:

  (A) The Debtors will pay an Amendment Fee of $1,000,000.

  (B) The DIP Credit Agreement will be amended to permit (i)
      dispositions in connection with 10 Small-Format Store
      Liquidations if landlords elect to terminate any lease
      with kick-out rights, and (ii) dispositions in connection
      with a Sale Transaction (x) in the case of a Full Chain
      Liquidation, commencing not later than July 22, 2011, or
      (y) in the case of a GC Sale, consummated not later than
      July 29, 2011 as to the GC Sale portion of the Sale
      Transaction, with any related Remainder Chain Liquidation
      commencing not later than July 22, 2011, and in either
      case resulting in the repayment in full in cash at the
      closing of those Sale Transactions of all the Debtors'
      Obligations under the DIP Facility.

  (C) The DIP Credit Agreement will be amended to increase the
      minimum available requirements from $25 million to $30
      million.

  (D) The amended events of default are:

      * On or before June 17, 2011 the Credit Parties will have
        failed to distribute to all interested parties
        informational packages and solicitations for bids in
        connection with a Full Chain Liquidation, and any
        informational packages sent for solicitations of bids
        for a Full Chain Liquidation will fail to contain
        supporting due diligence documentation as necessary to
        enable the solicitation of bids for the liquidation of
        Inventory on an equity basis, and as to furniture,
        fixtures and equipment, on an equity or commission
        basis.

      * On or before July 1, 2011, (x) the Credit Parties will
        have failed to file a motion seeking approval of bidding
        procedures, including bid protections for one or more
        binding stalking horse bids and seeking approval of the
        related stalking horse bidder; or (y) the Credit Parties
        will fail to have received and accepted, after
        consultation with the Agents, a Stalking Horse Bid that
        is reasonably acceptable to Agents.  In the event no
        reasonably acceptable Stalking Horse Bid for a GC Sale
        is received and accepted, the Credit Parties will have
        failed to receive and accept, on or before July 1, 2011,
        a Stalking Horse Bid for a Full Chain Liquidation.

      * In the event the Stalking Horse Bid for the Sale
        Transaction (A) does not provide for payment in full in
        cash at the closing of the Sale Transaction of all
        Obligations or (B) is not acceptable to the Agents, then
        by July 1, 2011 (x) the Credit Parties will have failed
        to distribute to all interested parties informational
        packages and solicitations for bids in connection with
        the sale of the Credit Parties' intellectual property
        and interests in leases, or any informational packages
        sent for solicitations of bids for the sale will fail to
        contain supporting due diligence documentation as
        reasonably requested by Agents; or (y) the Credit
        Parties' intellectual property assets and interest in
        leases will fail to be included in the auction
        applicable to the balance of the Sale Transaction.

      * On or before July 15, 2011, the Court will not have
        entered an order approving the Sales Procedure Motion
        and Stalking Horse Bids.

      * On or before July 22, 2011, the Credit Parties will have
        failed to receive approval from the Court of a Sale
        Transaction in an amount sufficient to result in the
        repayment in full in cash of all Obligations under the
        DIP Facility.

      * In the event the approved Sale Transaction (i) is a Full
        Chain Liquidation, on or before July 22, 2011, the
        Credit Parties will have failed to have executed all of
        the agency documents or other relevant documents to be
        executed to effect the Full Chain Liquidation and the
        Full Chain Liquidation will not have commenced; or (ii)
        includes a GC Sale, (x) on or before July 22, 2011, the
        Credit Parties will have failed to have executed all of
        the agency documents or other relevant documents to be
        executed to effect the Remainder Chain Liquidation
        occurring on a parallel basis with the GC Sale, and the
        Remainder Chain Liquidation, if any, will not have
        commenced, and (y) on or before July 29, 2011, the
        Debtors will have failed to have executed all purchase
        agreements and other relevant documents in connection
        with the GC Sale and the GC Sale will not have been
        consummated;

  (E) The definition of "Eligible Inventory" is amended to
      exclude Inventory at any Store that is the subject of (i)
      a Permitted Store Closing or (ii) a Small-Format Store
      Liquidation, provided that the Inventory will be
      ineligible upon the earlier of (x) the Credit Parties'
      receipt of notice from the related landlord of the
      exercise of rights to compel the Credit Parties to vacate
      the Store, or (y) the commencement of the liquidation sale
      at the Store.

  (F) The definition of "Lease Assumption Reserve Commencement
      Date" is deleted and replaced with: "Lease Assumption
      Reserve Commencement Date" means (i) as to Inventory at
      any leased locations with respect to which the period for
      lease rejection/assumption has not been extended past
      October 31, 2011 or with respect to which the lease will
      expire on or prior to October 31, 2011, July 29, 2011; and
      (ii) as to Inventory at all other locations, the date that
      is 12 weeks prior to the Lease Rejection Date.

  (G) The definition of Minimum Excess Availability will be
      increased from $25 million to $30 million.

  (H) The DIP Lenders consent to the withdrawal of the Second
      Store Closing Motion and related bid packages and waive
      any Events of Default relating to it.

  (I) The DIP Lenders consent to the Debtors' filing a motion to
      assume and amend an agreement with Source Interlink
      Companies, Inc., the Debtors' national supplier of
      periodicals.

  (J) The Lenders and the Agents consent to the Borrowers'
      closure of Store No. 10-608, located at Ocean County Mall,
      in Toms River, New Jersey; Store No. 10-652, located at
      Valley River Center, in Eugene, Oregon; and Store No. 754,
      located at the McCarran Airport, in Las Vegas, Nevada, and
      the dispositions of collateral in connection with the
      Additional Store Closings; provided, that the Additional
      Store Closings are conducted pursuant to a Letter
      Agreement Governing Inventory Disposition, dated Dec. 9,
      2010, between Borders, Inc. and Hilco Merchant Resources,
      LLC.

  (K) Updated Appraisal. The Debtors will provide an updated
      appraisal of their assets by June 30, 2011.

                     About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Withdraws 51-Store Closing Sales Motion
------------------------------------------------------
In light of Borders Group's entry into a second amendment to their
DIP Credit Facility, the Debtors withdrew their Second Store
Closing Sales Motion and a June 20, 2011 hearing on the motion
was cancelled.

Before these developments, landlords KWK Investments, LLC and 10-
24 School Street Associates, LLC, filed objections to the
Debtors' 2nd SCS Motion.  KWK Investments asserted that Store No.
945 located in Key West, Florida should be removed from the list
of Closing Stores as a result of a stipulation being executed and
filed with the Court.  10-24 School Street, on the other hand,
objected to the Debtors' request to (i) use any signage in a
manner that contravenes state and local law, and (ii) abandon all
unsold furniture, fixtures & equipment at the property located at
10-24 School Street, in Boston, Massachusetts.

                     About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Proposes To Sell Torrance Mortgage Loan for $6.6MM
-----------------------------------------------------------------
Borders Group and its affiliates ask the bankruptcy court to
approve the sale of a mortgage loan and related loan documents
owned and held by Borders, Inc. with respect to the Debtors'
Torrance, California store, free and clear of all liens, to Hareff
Torrance LLC for $6.6 million.

The Debtors also ask the Court to approve a corresponding
participation and servicing agreement between Borders and Hareff
Torrance.

The Torrance Store is an approximate 36,000 square foot 'box
store.'  The developer of the Torrance Store, NCC Torrance/B
Associated Limited Partnership, which was succeeded in interest
by Torrance Borders Partners Ltd., financed the transaction
through a mortgage loan advanced by National Tenant Finance
Corporation pursuant to a loan agreement dated November 10, 1994,
and evidenced by two promissory notes, each dated November 10,
1994, one in the original principal amount of $3,383,000, and the
second in the original principal amount of $7,049,000.  The
Mortgage Note is secured by, among other things, a Deed of Trust
dated November 19, 1994, encumbering the Torrance Property.

There is currently due and owing under the Mortgage Note a
principal amount of $6,608,000, with a net amount of $6,324,500
after taking into consideration the $364,500 of accrued principal
that will be funded into the Debt Service Fund at the closing of
the contemplated sale.  The Mortgage Note is not scheduled to be
fully amortized and satisfied until the conclusion of the current
term of the Torrance Lease on October 31, 2019.

In April 2009, Borders retained Mortgage Corporation of America
to actively market the Mortgage Note for sale in an attempt to
sell the Mortgage Note.  However, with rent for the Torrance
Property being substantially above market for the Torrance,
California area, there was limited interest in the purchase of
the Mortgage Note and Borders only received limited acceptable
proposals, none of which reached closing.  At the end of 2010,
Borders entered into negotiations with Hareff Torrance LLC, an
affiliate of Kin Properties, for the sale of the Mortgage Note.
Other affiliates of Kin Properties are landlords at eight Borders
Superstores across the country.

While negotiations ceased towards the end of January 2011, Hareff
Torrance remained interested in purchasing the Mortgage Note, and
with the assistance of MCA, Borders reopened negotiations.  By
June 2011, Borders and Hareff Torrance reached an agreement,
subject to Court approval, on terms for the sale of the Loan and
Mortgage Note and for a corresponding participation and servicing
agreement.

The salient terms of the Mortgage Loan Purchase Agreement and
Participation Agreement are:

  (a) Borders will sell to Hareff Torrance all right, title and
      interest in and to the Loan and the Mortgage Note for the
      purchase price, which will be the outstanding principal
      balance of the Loan as of July 29, 2011 in the amount of
      $6,608,000, paid through a combination of cash and,
      pursuant to the Participation Agreement, a subordinated
      50% participation interest in the Mortgage Note, at 50% of
      the current principal amount.

  (b) Borders will receive (i) an immediate cash payment of
      $2,773,374 plus (ii) a later, post-closing payment of
      $163,751, subject to adjustments based on the actual
      closing date, to be paid on the next principal and
      interest payment date of October 31, 2011 on account of
      pre-closing accrued interest, for a total cash payment of
      $2,937,125, subject to adjustments based on the actual
      closing date, and (iii) a 50% participation interest going
      forward in the Mortgage Note.

  (c) Subject to Borders' rights to reject the Torrance Lease,
      Borders will pay monthly rent as required under the
      Torrance Lease to Lead Lender who will account for the
      rent and release it as necessary to make the semi-annual
      debt service payments required under the Mortgage Note.

  (d) For the first 16 months after Closing, all debt service
      payments on account of the Note will be paid to Hareff
      Torrance, after which time, and provided there is no Event
      of Default under the Loan Documents, all debt service
      payments received on account of the Note will be shared
      equally by Hareff Torrance and Borders.

  (e) Borders' interest in the Mortgage Note is subordinate to
      Hareff Torrance's interest. Thus, should an Event of
      Default occur under the Loan Documents, all debt service
      payments will first be applied to satisfy Hareff
      Torrance's interest in the Mortgage Note.

  (f) If the Loan is in default, Hareff Torrance will be
      entitled to pursue remedies and take enforcement action,
      or omit to take the enforcement action

  (g) In the event of a foreclosure of the Collateral, either
      party may bid in its own name, in the amount as the party
      determines.  If either Borders or Hareff Torrance is the
      successful bidder at the foreclosure sale, the certificate
      of sale or deed will be entered in the name of the party,
      solely and individually, the Participation Agreement will
      terminate, and neither party will have any rights to any
      further payment.

  (h) The proceeds of a foreclosure sale will be first applied
      to Hareff Torrance's interest in the Mortgage Note, until
      Hareff Torrance is paid in full, with any remaining amount
      then applied to Borders' interest in the Mortgage Note.

  (i) Hareff Torrance will reimburse Borders annually for
      $12,571 of Additional Rent paid by Borders.

  (j) Hareff Torrance will not charge a service fee for
      servicing the Loan.  Hareff Torrance will be entitled to
      reimbursement of 50% of its actual expenses incurred in
      servicing and enforcing the Mortgage Note.

  (k) Hareff Torrance has a 1-year option from closing to
      purchase Borders' interest in the Mortgage Note at par
      with accrued interest.

  (l) Hareff Torrance has the right of first refusal, as well as
      last look, to purchase Borders's interest in the Mortgage
      Note.

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

  http://bankrupt.com/misc/Borders_MortgageLoanPurchasePact.pdf
  http://bankrupt.com/misc/Borders_ParticipationAgr.pdf

The Debtors further ask Judge Glenn to grant all necessary and
appropriate relief under the Bankruptcy Code to implement the
transactions contemplated under the Purchase Agreement and
Participation Agreement and to allow Hareff Torrance and Borders
to exercise their rights and remedies, by authorizing all
notices, demands, exercise of rights, consents, setoffs,
indemnifications, transactions and other acts in connection with
the Purchase Agreement and the Participation Agreement.

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, asserts that the Mortgage Loan Transaction will
allow the Debtors to monetize an asset which otherwise provides
no current income to their estates.

The Mortgage Loan Transaction, Mr. Glenn adds, will result in a
cash infusion to Borders' estate of approximately $3,000,000, and
the Debtors will have an opportunity to realize additional income
from the Mortgage Loan Transaction pursuant to its participation
interest.  Moreover, the Mortgage Loan Transaction will not
interfere with or preclude Borders from continuing as a tenant
under the Torrance Lease, subject to its rights to assume or
reject the lease, he assures the Court.

The Debtors have obtained the consent of the DIP Agents to the
transaction contemplated by the Mortgage Loan Transaction,
including the sale of the Loan and Mortgage Note to Hareff
Torrance.  There are no other known lienholders or parties with
an interest in the Mortgage Note.  The Debtors expect that those
amounts would be used to pay down their DIP revolver facility,
thus increasing borrowing availability if necessary.

The Court will consider the Debtors' request on July 14, 2011.
Objections are due no later than July 7.

                     About Borders Group

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

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

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

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

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

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

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

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


BRIAR RIDGE: Case Dismissed; Re-Filing Barred Until May 2012
------------------------------------------------------------
Judge J. Philip Klingeberger of the U.S. Bankruptcy Court for the
Northern District of Indiana terminated and closed the Chapter 11
case of Briar Ridge County Club Unit 16 LLC.

In a May 26, 2011 ruling, the Court concluded that it is in the
best interest of creditors that Briar Ridge's case should be
dismissed for cause, based on finding of fact stated on the record
at a May 25 hearing.

Pursuant to Section 349 of the Bankruptcy Code, the Debtor is
enjoined from filing a subsequent case under any chapter of title
11 to and including May 24, 2012, the Court ordered.  The Clerk of
the Court is prohibited from accepting any such petition from the
Debtor, unless the act is approved by unanimous approval of all
members of the Debtor.

Before the dismissal order was entered, Timothy M. Rueth, as
manager and owner of the Debtor, moved to terminate the services
of A. Jack Kopko, Esq., at Law Office of Kevin W. Schmidt P.C.,
as counsel for the Debtor by mutual agreement of the parties.

Schererville, Indiana-based Briar Ridge Courty Club, Unit 16,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ind.
Case No. 11-20666) on March 3, 2011.  In its schedules, the Debtor
disclosed $10,750,000 in assets and $3,923,556 in liabilities as
of the Chapter 11 filing.


C.A.A.R.T ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: C.A.A.R.T Enterprises, Inc.
        dba Better Homes and Gardens Real Estate Desert Properties
        fka Remax Associates
        2225 Village Walk Drive, Suite 260
        Henderson, NV 89052

Bankruptcy Case No.: 11-20325

Chapter 11 Petition Date: June 29, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Michael C. Van, Esq.
                  SHUMWAY VAN & HANSEN, CHTD
                  8985 S. Eastern Ave., #100
                  Las Vegas, NV 89123
                  Tel: (702) 478-7770
                  Fax: (702) 478-4779
                  E-mail: michael@shumwayvan.com

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

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

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

The petition was signed by Tracy Ruck, president.


CASCADIA PARTNERS: Contested Plan Hearing on Thursday
-----------------------------------------------------
Cascadia Partners LLC will be facing opposition at the July 7
confirmation hearing for its Chapter 11 plan of reorganization

The County of Albemarle and Wells Fargo Bank N.A. have filed
objections to the proposed Chapter 11 plan.

According to Albemarle and the bank, the Plan is not feasible
because the Debtor has no ability to perform under the Plan.  They
note that two principal components of the Plan are the
hypothetical union loans and a lot purchase agreement.  However,
neither provides the Debtor any reasonable assurance of
successfully reorganizing.

Albermarle added that the Plan does not provide for the full and
prompt repayment of its claim at the statutory rate of interest to
which it is entitled.

The confirmation hearing is set for July 7, 2011 at 10:00 a.m., at
Lynchburg , Room 210, US Courthouse, 1101 Court Street in
Lynchburg, Virginia.

The Court approved on April 20 the adequacy of the disclosure
statement explaining the Plan, a full-text copy of which is
available for free at:

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

The Plan contemplates the sale by the Debtor of its real property.
Part of the property will be sold pursuant to the terms of a
December 2010 Letter of Intent between "NVR" and the Debtor, and a
draft Lot Purchase Agreement.  The remaining property not covered
by the Lot Purchase Agreement will be developed or sold on terms
yet to be determined.  Under the Plan, all creditors will be paid
100% of their allowed claims with interest within a term of five
years from the date of the closing of the first lot sale under the
Lot Purchase Agreement.  The Debtor will obtain a $4.0 million
construction/revolving loan from Union First Market, which will be
used to develop the Real Property so that it may be sold pursuant
to the terms of the Lot Purchase Agreement.

Charlottesville, Virginia-based Cascadia Partners LLC owns and
develops certain real property in Albermarle County, Virginia.  It
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Va. Case
No. 10-63442) on Dec. 1, 2010.  W. Stephen Scott, Esq., at
Scott Kroner, PLC, serves as bankruptcy counsel.  The Debtor
disclosed $12,074,100 in total assets, and $4,292,894 in total
liabilities in its schedules.


CATALYST PAPER: Re-Build of Port Alberni-Area Dam Set to Begin
--------------------------------------------------------------
Catalyst Paper is about to begin re-building the Robertson Creek
Dam.  Catalyst is undertaking this work in a strategic alliance
with the Hupacasath First Nation.  The dam is located in
Hupacasath traditional territory, and the first nation has been
actively engaged in long-standing efforts to advance the re-build
project.

An independent engineering evaluation confirmed the need to
replace this more than 50-year-old structure.  The new dam will be
fully compliant with recently strengthened provincial guidelines,
and will be designed to withstand even peak flood conditions on
Great Central Lake.  The replacement plan underwent a full
environmental assessment under federal regulatory requirements,
and has been issued necessary provincial permits.

Clearing in the immediate vicinity of the dam, which is located
about 20 km northwest of Port Alberni and adjacent to the
Robertson Creek Fish Hatchery, is scheduled to begin this week.
Site preparation will extend into July, after which a temporary
dam will be constructed just upstream from the existing one.  The
existing timber and stone structure is scheduled to be dismantled
in July and August.  And construction of a new earthen dam is
scheduled to be completed by September 15, within a window of
minimal fish presence.  The cost of the work is budgeted at $1.7
million.

"We're pleased this project is moving ahead and that we'll soon
have an improved design that meets new provincial standards and
reduces risks to public safety and the environment," said Tom
Paisley, general manager of Catalyst's Port Alberni Division.

Because the new dam will require a somewhat larger footprint than
the old one, Catalyst will undertake compensatory fish habitat
improvements within the local area.  This will involve replacing a
culvert with a free-span bridge at the Somass River Estuary near
the Catalyst Port Alberni mill.

                       About Catalyst Paper

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

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

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

                          *     *     *

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


CATHOLIC CHURCH: Milw. Committee Proposes Info Access Protocol
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of the Archdiocese of Milwaukee asks the U.S. Bankruptcy
Court for the Eastern District of Wisconsin to clarify the
Committee's obligations under Section 1102(b)(3)(A) of the
Bankruptcy Code to provide access to information to general
unsecured creditors.

Specifically, the Committee asks the Court to approve a protocol
for information access and exclude from its Section 1102(b)(3)(A)
responsibilities, information that is confidential or whose
disclosure would result in a waiver of the attorney-client
privilege.

James I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California, relates that among other things, the
Committee is required to provide access to information to
creditors who hold general unsecured claims who are not on the
Committee and solicit and receive comments from those creditors.
To that end, the Committee has established:

  -- a toll free number [(888)496-8643] and a case specific
     e-mail address (milwaukee.archdiocese@pszjlaw.com) for
     creditors to use in contacting the Committee's counsel; and

  -- a Web page (www.pszjlaw.com/milwaukee.archdiocese.html)
     which includes general information about the case and
     directions on how to access the docket and obtain publicly-
     filed documents.

If approved, the toll free number, the e-mail address, and the
Web page address will be featured on the Notice of Deadline for
Submitting Abuse Survivor Proofs of Claim that will be served on
all known abuse survivors, the Notice of Deadline for Filing
Proofs of Claim that will be served on all other creditors.

Mr. Stang relates that by responding to creditor inquiries via
e-mail or phone and by providing information on the Web page and
in the notices of the bar date, that the Committee will have
satisfied its obligations to provide access to information to and
to solicit and receive comments from creditors who are not on the
Committee.

In addition, the Committee also asks the Court not to require the
Committee to provide access to any privileged information or any
other information that subsequently becomes the subject of a
Court-approved confidentiality agreement or protective order.

                  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. Panel Proposes BMI as Computer Consultant
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of the Archdiocese of Milwaukee seeks authority from the
U.S. Bankruptcy Court for the Eastern District of Wisconsin to
retain Business Management International as its computer
consultant, nunc pro tunc to May 17, 2011.

The Committee says it needs BMI to assist its financial advisors
-- Berkeley Research Group LLC -- with converting raw, electronic
accounting data from the Debtor into readable format and running
reports on that data necessary for the financial advisors to
perform their asset analyses.

The Debtor uses "Great Plains" accounting software and the
Committee contends that BMI is a computer consultant firm that
owns software licenses entitling it to run the Great Plains
software.

One of BMI's professionals, Susan Spitko, has extensive
experience and training with the specific version of the Great
Plains software that the Debtor uses.  Ms. Spitko will be the
professional at BMI who will perform most of the work on the
project.  She will work under the supervision of Laurel Loehlin,
the vice president of BMI.

The Committee tells the Court that if it uses a professional
without a Great Plains license, the Committee must acquire the
license for $10,000.  Thus, hiring BMI is cost effective for the
Debtor, the Committee asserts.

Specifically, the services that BMI will render to the Committee
include, but will not be limited to:

    a. coordinating the export of the Debtor's raw data on Great
       Plains to BRG and BMI;

    b. extracting raw data from Great Plains and rendering it
       readable to BRG;

    c. running reports of the raw data on Great Plains at the
       direction of the Committee, its counsel, and BRG.  BMI is
       not being asked to analyze the Debtor's liability to any
       particular survivor of sexual abuse; and

    d. providing other services to the Committee and its
       professionals as may be necessary in the case.

The Committee seeks an initial $15,000 cap in fees and expenses
for BMI's work, subject to additional motions to increase that
amount.

Ms. Loehlin assures the Court that her firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                  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. Raises Concerns on Berkeley Hiring
---------------------------------------------------------
The Official Committee of Unsecured Creditors formed in the
Archdiocese of Milwaukee's Chapter 11 case filed a request to
retain Berkeley Research Group LLC as its financial advisor.

Patrick S. Layng, U.S. Trustee for Region 11, said in a court
filing that it has no objection to the application.

The Archdiocese said in a court filing that "has some concerns"
regarding the application.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, points out that the Application only states
that BRG is to be appointed pursuant to Section 328 of the
Bankruptcy Code.  "At first blush, it would seem that BRG would
not be subject to the standards of evaluation of compensation for
other professionals under Section 330 of the Bankruptcy Code.
However, the Amended BRG Application later includes a reference to
BRG's hourly compensation being subject to Section 330(a) of the
Bankruptcy Code," he notes.

In addition, the Debtor is also concerned with the Application's
enumeration of several areas of inquiry relating to finances for
which BRG intends to provide professional services to the
Committee.  "Particularly troublesome is the fact that BRG
anticipates providing professional services before there is an
analysis by legal counsel as to whether such work could reasonably
be expected to lead to assets or claims that will benefit the
Chapter 11 estate or its creditors," Mr. Diesing relates.

The Debtor asks that the Court approve the Application only if
modifications are made.

                Creditors Committee's Response

The Committee assures the Archdiocese that it would file fee
applications for BRG.

James I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California, contends that the Debtor proposes a
novel -- and inappropriate -- litmus test for the Committee's use
of a financial advisor.  He notes that the Debtor proposes that
it should be the gatekeeper for any forensic financial analyses
that the Committee undertakes.

"This position is based on the factually mistaken assertion that
the Debtor is the exclusive party in interest that seeks to
preserve estate assets by restricting professionals' fees," Mr.
Stang argues.  He explains that in reality, the Committee is
equally, if not more so, inclined to preserve estate assets so
that they can fund creditors' recoveries in the Chapter 11 case.

Mr. Stang also argues that the Debtor's role as gatekeeper of
Committee investigation is not workable because the Debtor and
the Committee do not have aligned interests and strategies with
regard to asset analysis at this juncture.

                  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)


CENTERPOINT ENERGY: Moody's Upgrades Debt Ratings From 'Ba1'
------------------------------------------------------------
Moody's Investors Service upgraded the long- and short-term
ratings of the debt and supported obligations of CenterPoint
Energy, Inc. (CNP, senior unsecured ratings to Baa3 from Ba1) and
its subsidiary CenterPoint Energy Resources Corp. (CERC, senior
unsecured ratings to Baa2 from Baa3). The ratings of CNP other
subsidiary CenterPoint Energy Houston Electric, LLC (CEHE, Baa2
senior unsecured) were confirmed. The rating outlooks for all
three entities are stable.

RATINGS RATIONALE

These rating actions conclude a review for possible upgrade that
Moody's initiated in March following a favorable ruling by the
Texas Supreme Court on CenterPoint's appeal of the stranded cost
true-up order that was issued by the Public Utility Commission of
Texas (PUCT). The appeal period for this decision ended earlier
this month when the TSC denied all motions for a rehearing, paving
the way for CenterPoint to file with the PUCT to recoup its award.

"The substantial cash proceeds that CenterPoint will receive will
enhance the company's financial flexibility over the next few
years, supporting an already improving trend in its fundamental
credit profile, " says Moody's vice president Mihoko Manabe.

This longstanding litigation stemmed from a 2004 order, in which
the PUCT disallowed $1.7 billion of pre-tax of stranded costs that
CenterPoint had requested to recover resulting from the transition
to competitive retail electric markets in Texas.

CenterPoint estimates the judgment to be approximately $1.8
billion pre-tax, which is subject to the PUCT's final
determination. The company will also request a financing order for
securitization bonds, which it expects to issue late this year.

It is Moody's understanding that the company will recover most of
its estimated reward, since many of the disputed costs in the TSC
decision have been well identified through many years of
litigation.

CenterPoint has not yet decided how it will use the securitization
proceeds, but the rating upgrades and stable outlook are based on
the company applying those proceeds to a prudent mix of growth
investments, debt reduction, and modest stock repurchases. Moody's
noted that although the large amount of cash resulting from the
securitization raises M&A event risk, the ratings are based on
CenterPoint financing any such transaction so as to defend its
investment grade status.

While the securitization debt could raise $1.8 billion in cash, it
will also add that much of new debt to CEHE's and CNP's
consolidated balance sheets. Moody's thus confirms CEHE's ratings,
since the company was upgraded just last year and its credit
metrics are still modest for its rating category. For example, the
company's cash flow from operations before working capital
changes-to-debt was 14% for the last twelve months ended March 31,
2011. CEHE's Baa2 senior unsecured rating, nevertheless, is
supported by its relatively low business risk compared to other
electric utilities as a transmission and distribution (T&D) only
utility, lacking the operating risks of power generation that its
vertically integrated peers face as well as the provider of last
resort risks of other T&Ds.

The rating upgrades for CNP and CERC are a culmination of the
positive rating outlooks they had prior to the rating review, in
recognition of their solid financial performance and improving
financial positions. A series of rate increases and better rate
designs have strengthened CERC's gas distribution operations,
while pipeline projects have increased stable, rate-regulated
revenues. The unregulated field services segment has grown also,
but its volume and price risks have been mitigated in its
contracts. CERC's cash flow pre-working capital-to-debt was 21%
for the fiscal year ended December 2010, around the peak of
seasonal borrowings.

CNP's consolidated performance has strengthened, reflecting the
rise in CERC's credit metrics. Its cash flow pre-working capital-
to-debt was 15% at year-end 2010. The parent company's standalone
credit quality, however, has also improved gradually from the
reduction in parent-level debt and issuances of equity over the
last few years.

The stable rating outlook anticipates CNP using the securitization
proceeds and financing its investments so as to maintain cash flow
pre-working capital-to-debt in the mid-teens on a consolidated
basis, in the low teens at CEHE, and the low 20% range at CERC.

The ratings could go up if CNP applies the securitization proceeds
so as to sustain cash flow pre-working capital-to-debt in the high
teens on a consolidated basis, in the mid-teens for CEHE, and the
mid 20% range for CERC, without increasing its overall business
risk profile.

The ratings could be downgraded if CNP undertakes a transaction
which significantly increases its business risk profile and
weakens its cash flow pre-working capital-to-debt level to the low
teens on a consolidated basis, to the low 10% range for CEHE, and
the mid to high teens for CERC.

Upgrades:

   Issuer: Brazos River Authority, TX

   -- Senior Unsecured Revenue Bonds, Upgraded to Baa3 from Ba1

   Issuer: CenterPoint Energy Resources Corp.

   -- Senior Unsecured Bank Credit Facility, Upgraded to Baa2 from
      Baa3

   -- Senior Unsecured Shelf, Upgraded to (P)Baa2 from (P)Baa3

   Issuer: CenterPoint Energy, Inc.

   --  Issuer Rating, Upgraded to Baa3 from Ba1

   -- Multiple Seniority Shelf, Upgraded to (P)Baa3, (P)Ba1,
      (P)Ba2, (P)Ba2 from (P)Ba1, (P)Ba2, (P)Ba3, (P)Ba3

   -- Subordinate Conv./Exch. Bond/Debenture, Upgraded to Ba1 from
      Ba2

   -- Senior Unsecured Bank Credit Facility, Upgraded to Baa3 from
      Ba1

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3
      from Ba1

   Issuer: Matagorda County Navigation District 1, TX

   -- Senior Unsecured Revenue Bonds, Upgraded to Baa3 from Ba1

Outlook Actions:

   Issuer: CenterPoint Energy Houston Electric, LLC

   -- Outlook, Changed To Stable From Rating Under Review

   Issuer: CenterPoint Energy Resources Corp.

   -- Outlook, Changed To Stable From Rating Under Review

   Issuer: CenterPoint Energy, Inc.

   -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

   Issuer: Brazos River Authority, TX

   -- Senior Secured Revenue Bonds, Confirmed at A3

   -- Senior Secured Revenue Bonds, Confirmed at A3

   Issuer: CenterPoint Energy Houston Electric, LLC

   --  Issuer Rating, Confirmed at Baa2

   -- Senior Secured Regular Bond/Debenture, Confirmed at A3

   -- Senior Secured Shelf, Confirmed at (P)A3

   -- Senior Unsecured Bank Credit Facility, Confirmed at Baa2

   Issuer: CenterPoint Energy Resources Corp.

   -- Senior Unsecured Commercial Paper, Upgraded to P-2

   -- Senior Unsecured Commercial Paper, Upgraded to P-3

   Issuer: Gulf Coast Waste Disposal Authority, TX

   -- Senior Secured Revenue Bonds, Confirmed at A3

   Issuer: Matagorda County Navigation District 1, TX

   -- Senior Secured Revenue Bonds, Confirmed at A3

   Issuer: Reliant Energy HL&P

   -- Senior Secured First Mortgage Bonds, Confirmed at A3

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.

CenterPoint Energy, Inc., is an electric and gas distribution
company headquartered in Houston, Texas.


CIRCLE ENTERTAINMENT: Huff Fund Adds More Insiders in Suit
----------------------------------------------------------
Circle Entertainment Inc. has been a nominal defendant in a
derivative lawsuit filed on April 28, 2010, by stockholders The
Huff Alternative Fund, L.P. and The Huff Alternative Parallel
Fund, L.P., on behalf of the Company in the New York Supreme Court
in Manhattan, New York against the Company's directors Harvey
Silverman, Michael J. Meyer, John D. Miller, Robert Sudack, Paul
C. Kanavos and Robert F.X. Sillerman for breach of fiduciary duty,
and against Mr. Kanavos and Brett Torino, a stockholder and former
officer of the Company, for usurpation of a corporate opportunity.

The Company filed a motion to dismiss the lawsuit on July 16,
2010, and after various responsive filings and oral arguments
before the Court during the fourth quarter of 2010, on May 24,
2011, the Court ruled on the Company's motion to dismiss the
lawsuit as follows:

   * the Court dismissed the derivative action against the
     Company's directors without prejudice and granted Huff leave
     to serve and file an amended compliant with specific facts as
     to such derivative action within 30 days after service of the
     Court's ruling on Huff's counsel;

   * the Court dismissed the usurpation of a corporate opportunity
     action against Mr. Torino with prejudice for which Huff has
     30 days to serve and file a notice of appeal as to this
     portion of the Court's ruling; and

   * the Court did not dismiss the usurpation of a corporate
     opportunity action against Mr. Kanavos.

On June 27, 2011, Huff timely filed an amended complaint and a
notice of appeal for the portion of the Court's ruling relating to
dismissal of the action against Mr. Torino.

In its amended complaint, Huff added Mitchell J. Nelson, the
Company's General Counsel and Executive Vice President, as a new
defendant as well as LIRA Property Owner, LLC, LIRA LLC, BPS
Partners, LLC and BPS Parent, LLC, entities owned and controlled
by Messrs. Sillerman, Kanavos and Torino, as new defendants and
alleges, as it did in its original complaint, that the shareholder
derivative and the direct actions are based on (i) the Company's
former Las Vegas subsidiary entry into the lock-up and plan
support agreement dated Oct. 30, 2009, and the Lock-Up Agreement's
contemplated transfer of the Las Vegas subsidiary's Las Vegas
property to the Insiders through a sale to LIRA Property Owner LLC
and LIRA LLC and (ii) the Insiders' purchase through BPS Partners,
LLC, and BPS Parent, LLC, of real property contiguous to the Las
Vegas property.

In addition to adding such new defendants, Huff increased the
number of counts in its amended complaint to 11 from 2 in its
original complaint.  The counts in the amended complaint are
summarized as follows:

   -- Count 1 is a derivative claim against the Insiders and the
      non-officer directors for breach of fiduciary duty in
      committing acts of disloyalty, bad faith, usurpation of
      corporate opportunity, and self-dealing based on the Lock-Up
      Agreement and failure to make an informed and independent
      business judgment concerning the Huff's debt restructuring
      proposals;

   -- Count 2 is a derivative claim against the Insiders and the
      non-officer directors for aiding and abetting the breach of
      fiduciary duty;

   -- Count 3 is a derivative claim against LIRA for usurpation of
      the opportunity to renegotiate the debt and take control of
      the Las Vegas property;

   -- Count 4 is a derivative claim against Messrs. Sillerman,
      Kanavos and Nelson for the same breach of fiduciary duty in
      diverting the opportunity for the Contiguous Property
      Transaction and for concealing the opportunity.  This count
      further alleges against Kanavos and Nelson for participating
      in the purchase and alleging that the Contiguous Property
      Transaction was a corporate opportunity for the Company;

   -- Count 5 is a derivative claim against BPS and Mr. Torino for
      aiding and abetting the breach alleged in Count 4;

   -- Counts 6 and 7 are derivative claims against the Insiders,
      Mr. Nelson and BPS for unjust enrichment and conversion
      relating to the Contiguous Property Transaction;

   -- Count 8 is a derivative claim against the Insiders and Mr.
      Nelson for fraud and failure to disclose the opportunity for
      the Contiguous Transaction and the financing available;

   -- Count 9 is a derivative claim against the Insiders, Mr.
      Nelson and BPS for imposition of a constructive trust on the
      Contiguous Property Transaction so the Insiders and Nelson
      do not benefit;

   -- Count 10 is a direct claim against all the defendants for
      breach of fiduciary duty, aiding and abetting such breach,
      unjust enrichment, fraud and a constructive trust; and

   -- Count 11 is a derivative claim against Mr. Torino for breach
      of fiduciary duty (a restatement of the previously dismissed
      claim that Huff has appealed for the purpose of reserving
      rights).

In its amended complaint, Huff requests among other relief: (a)
awarding damages in an amount to be proven at trial, (b) punitive
damages, (c) the defendants to be precluded from sharing any
damages awarded from their own culpability, (d) a constructive
trust over the real property comprising the Contiguous Property
Transaction, and (e) appointing a temporary receiver to take
control of the Company's assets, business and affairs.

The Company believes the amended complaint is without merit and
intends to vigorously defend against it.

                    About Circle Entertainment

Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and
Entertainment Inc., owns 17.72 contiguous acres of land located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada.  The Las Vegas Property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  On June 23, 2009, as a result of the
default under the first mortgage loan, the first lien lenders had
a receiver appointed to take control of the property.  The Company
is headquartered in New York City.

The Company's balance sheet at March 31, 2011, showed
$1.97 million in total assets, $4.38 million in total liabilities,
and a $2.41 million total stockholders' deficit.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of Aug. 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or benefit.

The Company reported net income of $346.81 million on $0 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $114.68 million on $0 of revenue during the prior year.  The
net profit generated in the year was primarily on account of a
$390.75 million gain from discharge of net assets due to
bankruptcy plan.  The Company's operating subsidiary sought
Chapter 11 protection last year.

As reported by the TCR on April 11, 2011, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has limited available cash, has a
working capital deficiency and will need to secure new financing
or additional capital in order to pay its obligations.


CLARK ATLANTA: Moody's Affirms Ba2 Rating on Series 1995 Bonds
--------------------------------------------------------------
Moody's Investors Service has affirmed its Ba1 rating on Clark
Atlanta University's $17 million of Series 1995 Revenue Bonds
issued through the Development Authority of Fulton County. The
rating outlook has been revised to negative from stable.

SUMMARY RATING RATIONALE

The Ba1 rating reflects the University's market position with low
net tuition per student of $13,953, limited financial resource
base and improved cash flow in support of debt service. The rating
also reflects a favorable history of donor support, as well as
limited borrowing plans despite ongoing capital needs.

STRENGTHS

* Solid market niche as a historically black institution with an
  applied studies and research focus with net tuition per student
  of $13,953 in fiscal year (FY) 2010. While full-time equivalent
  (FTE) enrollment has declined to 3,700 students in the fall of
  2010 from 4,253 in the fall of 2006, overall net tuition revenue
  has grown. Management reports that confirmed students for fall
  2011's entering undergraduate and graduate classes are ahead of
  last year.

* Improved operating performance resulting from past program cuts
  and careful expense control. Moody's calculation of average
  operating performance of negative 0.1% at the end of FY 2010
  proves a sharp contrast to the -6.1% average at the end of FY
  2004. Cash flow from operations supported 1.3 times debt service
  coverage in FY 2010.

* Clear management focus on information systems and processes to
  enhance the University's abilities around student recruitment,
  donor cultivation, faculty resource utilization, and other key
  management responsibilities.

* Substantial donor support with gift revenue averaging $7.9
  million over the last three years (FY 2008-FY 2010). Donor
  support when combined with research grants boosts revenue
  diversity with reliance on student charges as 69% in FY 2010.
  Revenue diversity is aided by research enterprise with $10.5
  million in research expenses in FY 2010.

CHALLENGES

* Competitive market environment for students as indicated in a
  low 20.6% yield rate for the fall 2010 freshmen class. Economic
  climate could drive potential students to seek lower cost
  alternatives including public universities and private
  universities with larger endowments. Net tuition per student
  declined 4.9% to $13,953 in FY 2010, based on Moody's measures,
  a meaningful credit challenge for a tuition-dependent university
  (student charges provided 69% of operating revenues in FY 2010).

* Third-party student housing project on the university's campus
  under economic distress. The Project tapped its debt service
  reserve fund in FY 2010 and expects to do so again in FY 2011.
  Although Moody's does not include the $51 million of debt on the
  University's balance sheet, Moody's notes the linkage as the
project
  comprises approximately one-fourth of the housing stock on its
  campus.

* Thin financial resource base relative to debt and operations. At
  the end of FY 2010, expendable financial resources of $19
  million cushioned $52 million of direct debt by 0.4 times and
  22% of annual operating expenses. Likewise, monthly days cash on
  hand is thin at 38 days.

* Ongoing capital needs with age of plant at 12.5 years.

DETAILED CREDIT DISCUSSION

LEGAL SECURITY: General obligation secured by certain unrestricted
revenues and a mortgage on the 1995 student housing facility. Debt
service reserve fund. Additional bonds tests.

INTEREST RATE DERIVATIVES: None.

DEBT STRUCTURE: Conservative debt structure with no put risk.
While the University has some variable rate debt (22% of direct
debt as of June 30, 2010), it is all under The Historically Black
College and University (HBCU) Capital Financing Program with
interest rate costs linked to short term U.S. Treasury rates.

STUDENT MARKET: Management reports that its investments in
information technology are yielding benefits in responding to
students in a timely manner with better communication and more
rapid financial aid packaging. While year over year applications
are down 11% for the entering class of fall 2011, admitted
students are up 69% from the prior year.

The University's operating performance in FY 2010 was negatively
impacted by a return of federal financial aid funds for students
who were not enrolled, with expenses reflecting an approximately
$847,000 charge for this return. The University has tightened its
controls of determining the withdrawal dates of students who
withdraw without notifying the University. The lack of control
resulted in overstated tuition revenue in fiscal years 2007
through 2009.

PRIVATIZED HOUSING: ADA/CAU Partners, Inc. developed Heritage
Commons (456 beds) and the Suites at Heritage Commons (598 beds)
with bond proceeds from the $51.9 million Series 2004A and 2004B
Student Housing Revenue Bonds. The relationship between the
project and the University is governed through and Amended and
Restated Ground Lease Agreement. While Moody's does not include
this on the University's balance sheet as debt, Moody's considers
this project to part of the broader credit profile of the
University.

The ADA/CAU Partners 2010 audit included a going concern opinion
and has tapped its debt service reserve fund and will need to do
so again for its July 2011 payment given relatively weak economic
occupancy. In FY 2010 debt service coverage was 0.85 times, down
from 1.17 times in 2009, and 1.20 times in 2008. The occupancy has
suffered from various factors including perceived safety issues.
In FY 2010 the University began providing a staffed security
function in the project at its expense that it believes will help
maintain a more secure community.

ADA/CAU Partners developed a request for proposals related to
management of the properties. The University considered but did
not submit a proposal. According to management, American Campus
Communities will likely be the new manager with an eye toward a
closer working relationship with the University. The Series 2004
bonds are insured by ACA Financial Guaranty Corporation that
remains a party to the property manager selection process. Moody's
will continue to monitor the operating health of the ADA/CAU
Partners project and the University's posture toward the project.

INVESTMENT MANAGEMENT: Through the end of March 2011 the
University reports a twelve month return of 18.9% in its primary
long term pooled fund, following a 12% return during fiscal year
2010. As of March 31, 2011 the asset allocation was 68% domestic
equities, 6% international equities, 15% fixed income, 6%
alternatives, and 5% cash. Moody's views manager diversity as
limited with one domestic equity manager holding 46% of assets (as
of March 31, 2011), one fixed income manager with 15% of assets
and another domestic equity manager with 14% of assets.
Outlook

The negative outlook reflects the limited financial resource base,
competitive student market position as well as the potential
credit impact of the stressed operations of the ADA/CAU Partners
student housing project on the University. Depending on the
ongoing health of the project, the University could consider a
range of responses to support its broader goal of having safe and
secure housing for its students.

WHAT COULD MAKE THE RATING GO UP

Growth in financial resources through fundraising, sponsored
programs and operating surpluses; limited future borrowing;
improvement in student market position. The rating outlook could
return to stable with a more healthy debt service coverage for the
ADA/CAU Partners project combined with broader improvement

WHAT COULD MAKE THE RATING GO DOWN

Decline in net tuition revenue; material increase in debt;
weakened operating performance from support of the ADA/CAU project
or other sources; ongoing decline in financial resources or debt
service coverage

KEY INDICATORS (Fall 2010 enrollment, FY 2010 Financial
Information):

Full-time equivalent enrollment: 3,700 students

Selectivity rate: 69%

Matriculation rate: 21%

Expendable Resources to pro forma Direct Debt: 0.4 times

Total financial resources: $39.4 million

Total Direct Debt: $52.1 million

Total Comprehensive Debt: $59.7 million (includes operating lease
capitalization)

Expendable financial resources to operations: 0.22 times

Average operating margin: -0.1%

Average debt service coverage: 1.3 times

Operating Revenues: $86.6 million

Reliance on student charges: 69%

CONTACT

University: Lucille Mauge, Vice President of Finance and Business
Services, 404-880-6662

RATED DEBT

Series 1995 Revenue Bonds: Ba1; insured by Ambac (Connie Lee)

PRINCIPAL METHODOLOGY USED

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


COMPOSITE TECHNOLOGY: SingerLewak LLP Approved as Accountants
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District Of California
authorized Composite Technology Corporation, et al., to employ
SingerLewak LLP as accountants and auditors.

SingerLewak LLP is:

   -- performing an audit of consolidated financial statements as
      of and for the year ended Sept.30, 2011;

   -- performing an audit of internal control over financial
      reporting as of Sept. 30;

   -- conducting quarterly review services a review of the interim
      financial information of CTC and subsidiaries to be included
      in Forms 10-Q filed with the Securities and Exchange
      Commission for the year ending Sept. 30, in accordance with
      the professional practice standards established by the
      Public Company Accounting Oversight Board; and

   -- providing similar audit and quarterly review services
      thereafter for the time period in which the bankruptcy
      proceedings are on-going.

James Pitrat, a partner at SingerLewak LLP, told the Court that
SingerLewak LLP presented CTC prior to the Petition Date and the
firm asserts a prepetition claim against for unpaid invoices in
the amount of $142,587.  The firm does not hold a retainer. The
firm agreed to represent CTC on the condition that the firm be
paid on the firm's monthly invoices.

The firm's personnel fees include:

                                                    Hourly Rate
                                                    -----------
         Concurring partner - Regular                 $500
         Mr. Pitrat, manager                          $365
         Mr. Pitrat, partner - Regular                $500
         Cecilia Sanudo, staff                        $175
         Lauren Strom, supervising senior             $255

For the Audit Work

         TBD, concurring partner - Regular            $500
         Mr. Pitrat, manager                          $335
         Mr. Pitrat, partner - Regular                $500
         Cecilia Sanudo, staff                        $165
         TBD, outside assistance/tax/IT, etc          $200
         Lauren Stom, supervising senior              $255

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

                     About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation - http://www.compositetechcorp.com/-- develops,
produces, markets and sells energy efficient and renewable energy
products for the electrical utility industry.  As of March 31,
2011, the Company has one business segment: CTC Cable Corporation.

CTC Cable produces and sells ACCC(R) conductor products and
related ACCC(R) hardware products.  ACCC(R) conductor has been
sold commercially since 2005 and is currently marketed worldwide
to electrical utilities, transmission companies and transmission
design/engineering firms.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  BCC
Advisory Services LLC, BCC Ho1dco LLC's FINRA registered
Broker/Dealer, serves as investment banker to provide exclusive
equity financing services and debt financing services.  The
Company disclosed $5,855,670 in assets and $12,395,916 in
liabilities as of the Chapter 11 filing.

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

The cases are jointly administered, with Composite Technology as
the lead case.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
serves as the Debtors' bankruptcy counsel.  The Debtors also
tapped Marsch Fischmann & Breyfogle LLP as special intellectual
property approval counsel; Knobbe, Martens, Olson & Bear, LLP as
special patent litigation counsel; McIntosh Group as special
intellectual property counsel.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the official committee of unsecured creditors in the
Debtor's cases.  Steptoe & Johnson LLP represents the Committee.


COMPOSITE TECHNOLOGY: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Composite Technology Corporation filed with the U.S. Bankruptcy
Court for the Central District of California its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $5,855,670
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,500,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $751,618
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,144,298
                                 -----------      -----------
        TOTAL                     $5,855,670      $12,395,916

                    About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation - http://www.compositetechcorp.com/-- develops,
produces, markets and sells energy efficient and renewable energy
products for the electrical utility industry.  As of March 31,
2011, the Company has one business segment: CTC Cable Corporation.

CTC Cable produces and sells ACCC(R) conductor products and
related ACCC(R) hardware products.  ACCC(R) conductor has been
sold commercially since 2005 and is currently marketed worldwide
to electrical utilities, transmission companies and transmission
design/engineering firms.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  BCC
Advisory Services LLC, BCC Ho1dco LLC's FINRA registered
Broker/Dealer, serves as investment banker to provide exclusive
equity financing services and debt financing services.  The
Debtor estimated assets at $10 million to $50 million and
$1 million to $10 million in debts as of the Chapter 11 filing.

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

The cases are jointly administered, with Composite Technology as
the lead case.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
serves as the Debtors' bankruptcy counsel.  The Debtors also
tapped Marsch Fischmann & Breyfogle LLP as special intellectual
property approval counsel; Knobbe, Martens, Olson & Bear, LLP as
special patent litigation counsel; McIntosh Group as special
intellectual property counsel.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the official committee of unsecured creditors in the
Debtor's cases.  Steptoe & Johnson LLP represents the Committee.


CONFORCE INTERNATIONAL: Recurring Losses Cue Going Concern Doubt
----------------------------------------------------------------
Conforce International, Inc., filed on June 29, 2011, its annual
report on Form 10-K for the fiscal year ended March 31, 2011.

BDO Canada LLP expressed substantial doubt about ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred recurring losses.

The Company reported a net loss of $2.1 million on $305,824 of
revenue for the fiscal year ended March 31, 2011, compared with a
net loss of $729,903 on $920,937 on revenue for the fiscal year
ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed $8.4 million
in total assets, $1.8 million in total liabilities, and
stockholders' equity of $6.6 million.

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

Headquartered in Concord, Ontario, Canada, Conforce International,
Inc., has been in the shipping container business repairing,
selling or storing containers for over 25 years.  The Company has
been engaged in the research and development of a polymer based
composite shipping container and highway trailer flooring product.
As a result, the Company has developed EKO-FLOR.  The Company is
now outfitting its new manufacturing facility in Peru, Indiana for
the production of EKO-FLOR for the North American highway trailer
market.


CONSOL ENERGY: Moody's Changes 'Ba3' Rating Outlook to Stable
-------------------------------------------------------------
Moody's Investors Service changed its outlook for CONSOL Energy
Inc. to stable from negative and affirmed the company's Ba3
corporate family rating, Ba3 probability of default rating, and B1
senior unsecured note rating.

Moody's had changed its rating outlook for CONSOL to negative in
March 2010 in response to the company's $3.47 billion acquisition
of the gas operations of Dominion Resources. At the time, it
seemed quite certain that the ongoing costs associated with
drilling and developing the Dominion reserves, which include
750,000 net acres of Marcellus shale prospects in Pennsylvania,
West Virginia and Ohio, would result in an extended period of
capital expenditures in excess of CONSOL's operating cash flow. As
it turns out, the company's strong operating cash flow, primarily
due to higher steam coal prices and much higher metallurgical
(met) coal prices, has enabled CONSOL to generate positive free
cash flow for two of the last four quarters despite spending
$1,143 million for capex over that same time. While Moody's
believes the dynamics surrounding the cash expenditures related to
the development of CONSOL's gas operations have not changed to a
material degree, and that the company's greater emphasis on gas
has altered its risk profile, for now cash flow from its coal
operations is enabling the company to cover its capex and
development costs without requiring further increases to debt.
Hence, Moody's is stabilizing CONSOL's rating outlook.

With CONSOL's low-vol met prices up about $70 per ton compared to
last year, and approximately 4.5 million tons of its Northern
Appalachian thermal coal being placed in the met market in 2011,
CONSOL is experiencing positive momentum from its coal operations.
In addition, Moody's notes the positive results, albeit at an
early stage, of the company's Marcellus drilling program. The
company is drilling longer laterals and fracking more intensely,
which has improved well production rates. However, this has raised
the average drilling and completion costs per well and natural gas
prices remain low. So, CONSOL's gas operations are net users of
funds, even after including its low-cost coalbed methane (CBM)
production. CBM currently represents about 60% of CONSOL's gas
production.

The Ba3 corporate family rating reflects CONSOL's leading position
in the Northern Appalachian coal basin, meaningful met coal
production, sizable presence in the gas business, large reserves
of coal and natural gas, and generally large scale and low-cost
mines. The rating also recognizes its solid operating margin,
strong and expanding operating cash flow and the stability
provided by its long-term steam coal supply agreements. On the
other hand, the ratings consider the company's heightened leverage
following last year's acquisitions of Dominion and the 17% of CNX
Gas that it did not already own, as well as the higher risk
profile previously noted, one facet of which is the Marcellus
development costs. In addition, the ratings consider CONSOL's
sizable pension, OPEB, workers' compensation and reclamation
liabilities, for which cash payments were $330 million in 2010.

CONSOL's ratings could be raised if the company demonstrates that
it can self-fund its gas and coal mine development costs, coal
operating margins remain at recent levels for the balance of the
year, trends are favorable within its gas operations, and it
maintains good liquidity. The ratings could come under pressure if
the company experiences a sustained period of lower coal or gas
prices and/or higher operating costs during periods of high
capital spending, there are adverse developments related to
Marcellus shale, or if there is a significant production shortfall
from targeted levels.

The principal methodology used in rating CONSOL was the Global
Mining Industry Methodology, published in May 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Issuers in the US, Canada and EMEA, published in June 2009.

CONSOL is a leading diversified fuel producer in the Eastern U.S.
It has 4.4 billion tons of coal reserves and 3.7 trillion cubic
feet of proven gas reserves. Its revenues were $5.4 billion over
the 12 months ended March 31, 2011.


CORUS BANKSHARES: Disclosure Statement Hearing on July 29
---------------------------------------------------------
Corus Bankshares filed will seek approval from the U.S. Bankruptcy
Court for the Northern District of Illinois at a hearing on July
29, 2011, of the disclosure statement explaining its proposed plan
of reorganization.

BankruptcyData.com reports that Corus Bankshares has amended the
Plan and the Disclosure Statement.

The Plan, BData relates, provides for the reorganization of the
Debtor and for Holders of certain Allowed Claims to receive equity
in the Reorganized Debtor, with the option for each Holder of
TOPrS Unsecured Claims to receive instead a 'cash out' right of
payment and/or a security that results in cash from certain of the
Debtor's assets, including Cash held by the Debtor as of the
Effective Date.

The Debtor believes that the Plan will maximize the value of the
Estate.  In order to effectuate the distributions, the Plan
provides that all of the assets of the Debtor's estate (including
causes of action not expressly released under the Plan) will vest
in the Reorganized Debtor.  The Reorganized Debtor will continue
to operate the Debtor's business as a going concern in the real
estate and financial services sectors, and will pursue litigation,
including litigation with the FDIC, and make distributions under
the Plan.  The New Board will be appointed as of the Effective
Date and shall be responsible for implementing the Plan and
operating the business of the Reorganized Debtor.

                     About Corus Bankshares

Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding
company.  Its lone operating unit, Corus Bank, N.A., was closed
on September 11, 2009, by regulators, and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank.

The Company sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 10-26881) on June 15, 2010, disclosing $314,145,828 in
assets and $532,938,418 in liabilities as of the Chapter 11
filing.

Kirkland & Ellis LLP's James H.M. Sprayregen, Esq., David R.
Seligman, Esq., and Jeffrey W. Gettleman, Esq., serve as the
Debtor's bankruptcy counsel.  Kinetic Advisors is the Company's
restructuring advisor.  Plante & Moran is the Company's auditor
and accountant.  Kilpatrick Stockton LLP's Todd Meyers, Esq., and
Sameer Kapoor, Esq.; and Neal Gerber & Eisenberg LLP's Mark
Berkoff, Esq., Deborah Gutfeld, Esq., and Nicholas M. Miller,
Esq., represent the official committee of unsecured creditors.


COUNTRY-WIDE INSURANCE: A.M. Best Downgrades FSR to 'C+'
--------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C+
(Marginal) from B- (Fair) and issuer credit rating to "b-" from
"bb-" of Country-Wide Insurance Company (Country-Wide) (New York,
NY).  The outlook for both ratings has been revised to negative
from stable.

The rating actions reflect Country-Wide's marginal risk-adjusted
capital position due to deterioration in its underwriting
performance, increased levels of exposure growth, unfavorable loss
reserve development trends and dependence on reinsurance.
Although increased over the past several years, Country-Wide's
capital position has been adversely impacted by unfavorable
reserve development trends on prior accident years, driven by
inadequate rates and the highly litigious downstate New York
automobile marketplace.  Country-Wide has implemented corrective
measures and is engaged in several courses of action that
management anticipates will improve its prospective performance.


DARLING INTERNATIONAL: Moody's Reviews 'Ba3' CFR For Upgrade
------------------------------------------------------------
Moody's Investors Service placed Darling International's Ba3
Corporate Family and Probability of Default ratings under review
for possible upgrade as well as the company's debt instrument
ratings. The review for upgrade is supported by the company's
material debt repayment in the first quarter of 2011 following its
$293 million equity offering, expectations for stronger than
anticipated financial performance in 2011 alongside what appears
to be a relatively smooth integration process of Griffin
Industries. As a consequence, along with the increase in the
revolving credit facility, the speculative grade liquidity rating
was upgraded to SGL-1 from SGL-2. The Griffin acquisition closed
on December 17, 2010 and was very near in size to Darling with
mostly complementary locations.

Darling's first quarter operating performance was particularly
strong driven by potentially "top-of-the-cycle" pricing with solid
increases in finished product commodity prices and raw material
volumes. The acquisition contributed positively to earnings in its
first quarter as a combined company.

This rating was upgraded:

   -- Speculative Grade Liquidity Rating to SGL-1 from SGL-2.

These ratings were placed under review for possible upgrade:

Darling International, Inc.

   -- Corporate Family Rating at Ba3;

   -- Probability of Default Rating at Ba3;

   -- $325 million revolving credit facility due 2015 at Ba2
(LGD 3, 33%);

   -- $60 million senior secured term loan B due 2016 at Ba2
(LGD 3, 33%);

   -- $250 million senior unsecured notes due 2018 at B2
(LGD 5, 86%);

The review will primarily focus on the completion of the
integration process with Griffin and Moody's forward view of the
company's financial performance over the commodity cycle.
Permanent debt reduction lends support to a possible upgrade of
Darling's ratings mitigating the volatility in pricing inherent in
most of Darling's businesses.

RATINGS RATIONALE

The current Ba3 Corporate Family Rating reflects Darling's
attractive profitability and cash flow operating performance
despite volatility from commodity prices and fluctuations in raw
material, significant scale in rendering and recycling for the
food industry, and its critical role in the waste handling
process. End products are in mostly mature markets (pet food,
animal feed, and fertilizer) and modest growth is expected.
Opportunities for growth will be greater in bio-fuels, a small
portion of Darling's revenues today. The acquisition of Griffin
Industries about doubled Darling's revenues and EBITDA and
improved the company's scale and raw material diversification.
Synergies include better route efficiency and some higher margin
products.

Flexible pricing schemes somewhat balance extraordinary volatility
in related commodities, changes in raw material volumes as well as
the price of finished products. In addition, Darling's business
can be adversely impacted by several factors outside its control
including, animal disease, weather, regulation and trade disputes.
Importantly, Moody's anticipates a conservative financial policy
from the company, including modest leverage albeit as the company
positions itself for future acquisition opportunities and
investments.

The principal methodology used in rating Darling International,
Inc. was the Global Food - Protein and Agriculture Industry
Methodology, published September 2009. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA, published June 2009.

Darling International, Inc., founded in 1882, is a leading
provider of rendering, recycling and recovery solutions to the US
food industry. Finished products, sold to producers of livestock,
feed, oleo-chemicals, bio-fuels, soaps and pet foods, include meat
and bone meal, bleachable fancy tallow, cookie meal, and yellow
grease. Pro forma revenues for the combined company for the twelve
months ended March 31, 2011 were $1.3 billion. The company is
listed on the NYSE, symbol DAR.


DAVID'S BRIDAL: Moody's Upgrades Rating on Term Loan to 'B1'
------------------------------------------------------------
Moody's Investors Service upgraded David's Bridal, Inc.'s senior
secured term loan to B1 from B2 and affirmed the B2 Corporate
Family Rating. The ratings outlook remains stable. The one notch
upgrade in the term loan reflects a smaller proportion of senior
secured debt in the capital structure relative to subordinated
debt. As of April 2, 2011, the company had repaid approximately
$40 million of its original $340 million term loan.

RATINGS RATIONALE

The B2 CFR continues to reflect the company's highly leveraged
capital structure, despite debt reduction, and a relative lack of
scale and product diversity compared to global retailers. As of
April 2, 2011, using Moody's adjustments for operating leases and
preferred stock (25% debt treatment), David's Bridal's financial
leverage was 7.2 times, considered high for the rating category.
The B2 rating is supported by the company's good liquidity
profile, meaningful value associated with the David's Bridal and
Priscilla of Boston brands, and its leading market position in the
specialized and highly fragmented bridal sub-sector of retail.
This niche remains relatively recession resistant, though products
are vulnerable to changing consumer preferences. "In February
2011, David's Bridal introduced a Vera Wang collection which could
expand its market share in bridal gowns and bridesmaid dresses
selling at a higher average price point" stated Moody's analyst
Suzanne Wingo. "As such, Moody's anticipates modest revenue and
earnings growth over the next 12-18 months." Nonetheless, despite
the potential for near-term earnings growth and debt reduction,
Moody's expects financial leverage to remain above 6 times.

The stable outlook reflects Moody's view that David's Bridal will
maintain a good liquidity profile over the near-term, while
modestly growing revenue and earnings. The ratings or outlook
could be raised if debt reduction combined with sustained earnings
growth leads to a material improvement in credit metrics, such
that financial leverage is maintained below 6 times and interest
coverage above 1.5 times. Conversely, the ratings could be
downgraded if operating performance and liquidity were to
deteriorate, causing financial leverage to exceed 7.5 times or
interest coverage to fall below 1 time.

Moody's upgraded the following instrument (and adjusted the LGD
point estimated, as noted):

   -- $300 (originally $340) million senior secured term loan due
      January 2014, to B1 (LGD3, 36%) from B2 (LGD3, 44%)

These ratings were affirmed:

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2

DBP Holding Corp. is the largest bridal retailer in the United
States. About 307 of its stores are operated under the David's
Bridal brand. The Priscilla of Boston concept operates 18 stores
and a wholesale business. In the twelve months ended April 2,
2011, the consolidated company generated about $700 million in
revenue. David's Bridal is owned by Leonard Green & Partners, L.P.

The principal methodology used in rating David's Bridal, Inc. 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.


DBSD N.A.: Wins Tentative OK for Plan to Emerge Under Dish
----------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court in Manhattan
told DBSD North America Inc. said he would confirm the plan as
long as the company agreed with a language change that assured
Sprint Nextel Corp. that it could collect on the full amount of
its claim if it wins a lawsuit against DBSD over a licensing
agreement.

Joseph Checkler at Dow Jones Newswires reports that Judge Gerber
all but signed off on the plan, telling parties that he would
first allow them to voice any concerns they may have with language
inserted to appease combative creditor Sprint Nextel Corp.

According to Dow Jones, Judge Gerber said he prepared to confirm
DBSD's plan to exit bankruptcy through a $1.4 billion sale to Dish
Network Corp., more than two years after DBSD entered Chapter 11
and about six months after its prior exit plan was overturned on
appeal.

The Dow Jones report says the Plan pays in full DBSD's creditors,
including bondholders owed $740 million.  The main voters on the
deal are equity holders led by DBSD's owner ICO Global
Communications Inc., a group that stands to recover $280 million.
ICO, which owns 99.8% of DBSD's equity, would also get an
additional $10 million on top of that from Dish.

Judge Gerber, Dow Jones relates, discussed at length Sprint's
objection, which was over language regarding Sprint's rights in
being considered an "unimpaired" creditor.  Sprint and DBSD are
currently in protracted litigation over a Sprint claim that it is
owed more than $104 million for a satellite license agreement.

The Dish sale agreement, Dow Jones notes, proposed a $40 million
settlement that Sprint could have taken immediately, but didn't.
If it prevails, Sprint will get 100 cents on the dollar of
whatever it recovers in that litigation.  K&L Gates LLP's John H.
Culver III, a lawyer for Sprint, wanted to be sure that language
in the Dish plan allows Sprint to receive the full amount for its
claim if it wins in the litigation.  Mr. Bennett, the DBSD lawyer,
said it's unclear when the transaction would close, as it needs to
clear regulatory hurdles.

The Plan called for Dish-led bondholders to swap their $740
million in debt for a 95% stake in the reorganized company. Dish,
the sole holder of $40 million in first-lien loans, would have had
its debt continued with the new company under amended terms.  But
both Dish and Sprint objected to the confirmation, and in late
2010, a court overturned it.  Dish had called the Plan unfeasible,
and Sprint objected to the way the plan ranked it lower than other
creditors.

                    About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc., aka
ICO Member Services Inc., offers satellite communications
services.  It has launched a satellite, but is in the
developmental stages of creating a satellite system with
components in space and on earth.  It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J.
Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP,
in Chicago, serve as the Debtors' counsel.  Jefferies & Company is
the financial advisors to the Debtors.  The Garden City Group Inc.
is the claims agent for the Debtors.  DBSD estimated assets and
debts of $500 million to $1 billion in its Chapter 11 petition.

Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP, in New York, represent the
Official Committee of Unsecured Creditors.

The ad hoc committee of certain parties that hold or manage
holdings of those certain 7.5% Convertible Senior Secured Notes
due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq.,
Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC.

Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates
LLP, in New York; and John H. Culver III, Esq., and Felton E.
Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina.

DISH is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in New York.


DEARBORN LODGING: Plan Outline Requires Additional Revision
-----------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker declined to approve the First
Amended Combined Liquidating Chapter 11 Plan of Reorganization and
Disclosure Statement filed by Dearborn Lodging, Inc., on June 17,
2011, again citing flaws in the disclosure statement.

Among other things, Judge Tucker pointed out that, with regard to
each secured creditor, the Debtor must state, in addition to the
amount of the claim, the property securing the claim (if real
estate, the full address, including city and state); the fair
market value of the property securing the claim; whether any
portion of the claim is unsecured; and if so, whether the secured
creditor will have an unsecured deficiency claim, to be included
and treated in the class of general unsecured claims; and if so,
the amount of such claim.

Regarding the Class 4 general unsecured claims, Judge Tucker said
the Debtor must estimate the total amount of general unsecured
claims in this class.  Judge Tucker noted that the plan outline
states, in relevant part that "Creditors in this class shall be
paid 100% of their provable and allowable claims to the extent
that there are funds available following payment of higher
priority classes."  The Debtor's Liquidation Analysis indicates
that unsecured creditors will not receive any distribution.  Judge
Tucker said the statement of the Class's proposed treatment,
although technically accurate, may be misleading.  The Debtor must
revise the treatment of this class to include a statement that it
appears that there will be no funds available for distribution to
unsecured creditors.

The Debtor also must revise its Liquidation Analysis:

     (1) The Debtor must identify the property and estimate
         the market and forced sale values of the property.

     (2) The Debtor must state how it arrived at those values.

The plan amendments were due no later than June 29, 2011.

A copy of Judge Tucker's June 24, 2011 Order is available at
http://is.gd/WAAV6Jfrom Leagle.com.

In an order dated June 13, Judge Tucker first directed Dearborn
Lodging to amend the disclosure statement originally filed June 7,
2011.

Dearborn Lodging, Inc., dba Metro Inn, in Farmington Hills,
Michigan, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 11-42920) on Feb. 7, 2011, represented by Jay S. Kalish &
Associates, P.C.  In its petition, the Debtor estimated under
$50,000 in assets and $1 million to $10 million in debts.  The
petition was signed by Joseph Nofar, its president


DEB SHOPS: Organizational Meeting to Form Panel on July 11
----------------------------------------------------------
Roberta DeAngelis, the United States Trustee for Region 3, held an
organizational meeting on July 11, 2011, at 1:00 p.m. in the
bankruptcy case of DSI Holdings LLC, et al. a/k/a Deb Shops Inc.,
et al.  The meeting will be held at:

   DoubleTree Hotel Wilmington
   700 N. King Street
   Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                          About Deb Shops

Deb Shops Inc., is a closely held women's-clothing retailer based
in Philadelphia.  Deb Shops sells junior and large-size clothing
for girls and women ages 13 to 25 through more than 320 U.S.
stores and through debshops.com.  It was bought out by the New
York investment firm Lee Equity Partners in October 2007.

DSI Holdings Inc. and 54 affiliates, including Deb Shops, sought
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11941), on
June 26, 2011, to sell all assets under 11 U.S.C. Sec. 363.  As of
April 30, 2011, the Debtors' unaudited financial statements
reflected assets totaling $124.4 million and liabilities totaling
$270.1 million.

Lawyers at Weil, Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., serve as bankruptcy counsel.  Rothschild Inc. serves
as the Debtors' investment banker and financial advisors.
Kurtzman Carson Consultants, LLC, serves as claims agent.  Sitrick
& Company serves as public relations consultants.

The DIP Agent is represented by:

          Michael L. Tuchin, Esq.
          David A. Fidler, Esq.
          KLEE TUCHIN BOGDANOFF & STERN LLP
          1999 Avenue of the Stars, 39th Floor
          Los Angeles, CA 90067
          Tel: 310-407-4000
          E-mail: mtuchin@ktbslaw.com
                  dfidler@ktbslaw.com

Conway Del Genio serves as financial advisors to the First Lien
Lenders.  Schulte Roth serves as corporate and tax advisors to the
First Lien Lenders.

Lender Lee DSI Holdings is represented by:

          Jennifer Rodburg, Esq.
          FRIED FRANK HARRIS SHRIVER & JACOBSON LLP
          One New York Plaza
          New York, NY 10004
          Fax: 212-859-4000
          E-mail: jennifer.rodburg@friedfrank.com


DELMARVA RURAL: Files for Chapter 7 Liquidation
-----------------------------------------------
The Republic reports that Delmarva Rural Ministries filed for
Chapter 7 bankruptcy on June 29, 2011, estimating assets between
$10 million and $50 million and liabilities between $1 million and
$10 million.

The largest unsecured claims against the agency include roughly
$462,000 by the U.S. Rural Housing Service, IRS liens of more than
$400,000 on its Dover office building, and a requested refund of
$250,000 by the Longwood Foundation for a donation to an
uncompleted capital campaign, The Republic discloses.

Based in Dover, Delaware, Delmarva Rural Ministries is a nonprofit
founded almost 40 years ago to provide health care, housing and
other services to low-income residents of the Delmarva Peninsula.

The group's operations included Kent Community Health Center in
Dover, which was closed recently because of financial problems,
and migrant rental housing in Bridgeville, Salisbury, Md., and
Cape Charles, Va.


DENNIS BROWN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Dennis Brown Shaolin Wu-Shu Training Center, LLC
        982 Largo Center Dr.,
        Largo, MD 20744

Bankruptcy Case No.: 11-23446

Chapter 11 Petition Date: June 29, 2011

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Sharon Theodore-Lewis, Esq.
                  PATRICK HENRY LLP
                  9470 Annapolis Rd., Suite 312
                  Lanham, MD 20706
                  Tel: (240) 296-3488
                  E-mail: stlewis@patrickhenry.net

Estimated Assets: $50,001 to $100,000

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

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

The petition was signed by Dennis Brown, manager.


EAST COAST: Court Approves James A. McFarland as Sole Member
------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized East Coast
Development II, LLC, to employ James A. McFarland, Jr., its sole
member.

Mr. McFarland has been the sole member of the Debtor for
approximately 15 years.

The Court also authorized the Debtor to compensate Mr. McFarland
for $6,000 per month.

The Debtor related that Mr. McFarland's compensation was $8,500
every two weeks for a total of $204,000.   Mr. McFarland received
compensation of $204,000 in 2010, in the form of draws or loans.

In addition to his compensation, the Debtor provided Mr. McFarland
the use of a cell phone, which is paid monthly in an average
amount of $763.  In addition, the Debtor paid the vehicle
insurance premiums, which are paid monthly in an average amount of
$448 for a vehicle, 50% of which is owned by Mr. McFarland and 50%
of which is owned by the Debtor.  The Debtor also paid the
premiums for health insurance for Mr. McFarland, his wife, and
their three children, which are paid monthly in an average amount
of $1,778, and the premiums for life insurance for Mr. McFarland,
which are also paid monthly in an average amount of $178.

                  About East Coast Development II

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

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.
Laurie R. Brown, CPA, serves as accountant.  Brian A. Geschickter,
Attorney-at-Law, serves as special counsel.

Keith Saieed of Blue Sky Services Real Estate serves as broker for
the sale of the Debtor's properties.  The Debtor disclosed
$24,792,275 in assets and $12,172,815 in liabilities as of the
Chapter 11 filing.

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 developed among the creditors.


EAST COAST: Brian Geschickter OK'd to Handle Jamestown Pender Case
------------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized East Coast
Development II, LLC, to employ Brian A. Geschickter, Attorney-at-
Law, as special counsel.

As reported in the Troubled Company Reporter on May 12, 2011, the
law firm is assisting the Debtor with certain legal matters
involving the Debtor, including but not limited to, a lawsuit
against Jamestown Pender, et al., a lawsuit filed by Cindy York,
Esq., and a lawsuit against the Debtor and others by the State of
North Carolina.

The law firm has represented the Debtor since 2007 in various
legal matters.  At the Petition Date, the Debtor owed the law firm
$615 for prepetition services.  The Debtor erroneously stated the
amount to be $3,519.

The firm agrees to be compensated on an hourly rate of $185.

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

                  About East Coast Development II

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

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.
Laurie R. Brown, CPA, serves as accountant.

Keith Saieed of Blue Sky Services Real Estate serves as broker for
the sale of the Debtor's properties.  The Debtor disclosed
$24,792,275 in assets and $12,172,815 in liabilities as of the
Chapter 11 filing.

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 developed among the creditors.


EASTMAN KODAK: ITC Modifies Judge's Findings in Patent Lawsuit
--------------------------------------------------------------
Eastman Kodak Company announced that in response to the company's
request, the U.S. International Trade Commission modified key
findings of an ITC judge's initial recommendation in Kodak's
patent infringement claim against Apple and Research In Motion.
The Commission extended the target date for a final ruling until
Aug. 30.

In support of Kodak, the Commission modified the following key
findings:

   * Kodak appealed the meaning of the patent term "at least three
     different colors."  The Commission agreed with Kodak that all
     of Apple and RIM's accused phones infringe this term.

   * Kodak appealed the meaning of the patent terms "motion
     processor" and "still processor."  The Commission revised the
     judge's interpretations and instructed him to make a new
     recommendation based on the revision.

   * Kodak appealed the meaning of the patent term "initiating
     capture."  The Commission agreed with Kodak that RIM's
     accused phones and certain Apple phones infringe this term.
     With respect to other Apple phones, the Commission instructed
     the judge to reconsider his recommendation.

   * Kodak appealed the judge's invalidity ruling.  The Commission
     sent the issue back to the judge for reconsideration in view
     of the revised meaning of the patent terms.

   * The Commission affirmed other determinations favorable to
     Kodak, including the enforceability of the patent, and the
     existence of domestic industry.

"We are gratified that the Commission has decided to modify in our
favor the judge's initial recommendation," said Laura G. Quatela,
General Counsel, Chief Intellectual Property Officer and Senior
Vice President, Eastman Kodak Company.  "As we have said from the
start, we remain extremely confident this case will ultimately
conclude in Kodak's favor."

The patent at issue relates to a method invented by Kodak for
previewing images.  This particular patent was validated by the
U.S. Patent and Trademark Office in December 2010.  Kodak has
licensed its imaging patents, including the one at issue in the
case currently before the ITC, to numerous leading technology
companies including: LG, MEI/Panasonic, Motorola, Nokia, Olympus,
Samsung, Sanyo, Sharp, Sony, and Sony Ericsson.

Kodak initially filed an ITC complaint against Apple and RIM on
Jan. 14, 2010, asserting that Apple's iPhones and RIM's camera-
enabled Blackberry devices infringe a Kodak patent covering
technology related to a method for previewing images.  Kodak also
has federal court actions pending against RIM and Apple in the
Northern District of Texas and in the Western District of New
York, where this same issue and additional infringement claims
will be adjudicated.  Kodak is proceeding with these actions, with
the Texas case scheduled to begin on Aug. 1, 2011.

                       About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

The Company's balance sheet at March 31, 2011, showed
$5.88 billion in total assets, $7.15 billion in total liabilities,
and a $1.27 billion total deficit.

                          *     *     *

As reported by the Troubled Company Reporter on March 2, 2011,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Eastman Kodak to 'CCC' from 'B-'.  S&P removed the
rating from CreditWatch, where S&P placed it with negative
implications on Jan. 26, 2011.  The rating outlook is negative.
Issue-level ratings on the company's debt were also lowered and
removed from CreditWatch in conjunction with the corporate credit
rating change.

The 'CCC' corporate credit rating reflects S&P's expectation that
Eastman Kodak's pace of cash consumption will remain high over the
near term.  It also reflects S&P's expectation of continued
secular volume decline of the traditional photographic products
and services business, that the company's consumer digital imaging
businesses will not quickly turn convincingly profitable, and that
intellectual property earnings, which constitute a significant
portion of the company's EBITDA, could decline significantly from
2010 levels.  These factors underpin S&P's view of Kodak's
business risk as vulnerable and support S&P's view that revenue
and EBITDA will decline in 2011.  S&P views the company's
financial risk profile as highly leveraged because of the risk
that its earnings and cash flow could become insufficient to
support its debt.

In the March 16, 2011 edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Issuer Default Rating on Kodak.  The ratings
and Negative Outlook reflect Kodak's continued struggles to gain
traction in its digital businesses as secular declines persist and
broaden to entertainment film within the traditional film
business.


EDISON INTERNAIONAL: Moody's Lowers CFR to B3; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
Edison Mission Energy and its subsidiary, Midwest Generation
Company, LLC, including EME's senior unsecured notes to Caa1 from
B3, and EME's Corporate Family Rating and Probability of Default
Rating to B3 from B2. Moody's changed EME's speculative grade
liquidity rating to SGL-4 from SGL-3. The rating outlook for EME
and MWG is negative.

Downgrades:

   Issuer: Edison Mission Energy

   -- Probability of Default Rating, Downgraded to B3 from B2

   -- Corporate Family Rating, Downgraded to B3 from B2

   -- Senior Secured Bank Credit Facility, Downgraded to B3 from
      B2

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1
      from B3

Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3

   Issuer: Midwest Generation, LLC

   -- Senior Secured Bank Credit Facility, Downgraded to Ba3/
      LGD1, 3% from Ba2/ LGD1, 2%

   -- Senior Secured Pass-Through, Downgraded to Ba3/ LGD2, 13%
      from Ba2 / LGD2, 12%

RATINGS RATIONALE

The downgrade reflects Moody's belief that EME's cash flow credit
metrics will decline appreciably from recent historical results in
2012 and remain in that range for the foreseeable future due to
reduced operating margins driven principally by low energy and
capacity prices. The downgrade also reflects the expected drop in
operating cash flow over the intermediate-term due to the
extension of bonus depreciation which is expected to result in
delays in EME's receipt of future tax-allocation payments from its
parent, Edison International (EIX: Baa2 senior unsecured). Moody's
calculates that the ratio of EME's consolidated CFO pre-W/C (cash
flow) to debt will decline to below 5% from the 11.1% ratio
recorded at year-end 2010, and that EME cash flow coverage of
interest expense will decline to below 1.7x from the 2.6x level
that had existed for the past several years. Compounding the
problem for EME is the fact that projected drop in credit metrics
is expected to occur near the timeframe when the EME and MWG
revolving credit facilities expire in June 2012 and when the
company's $500 million of senior notes mature 12 months later in
June 2013. While Moody's believes that the company will be able to
address the expiry of the bank facilities and the bond maturity in
a satisfactory way, Moody's observes that the delay in receipt of
future tax-allocation payments adds another challenge to the
company's credit and liquidity profile.

The downgrade recognizes the continuing, multi-year challenge that
EME faces in satisfying state and federal environmental
requirements across its generation fleet. While MWG has received
permits to retrofit some units utilizing dry scrubbing with sodium
based sorbents to comply with combined pollutant standard
requirements for sulfur dioxide emissions, it appears that
scrubbers will need to be installed at two of the three units at
the Homer City plant in western PA. Complicating the installation
are the terms of the existing financing agreements at EME Homer
City Generation Generating LLC (EME Homer City), which places
limits on EME Homer City, including an ability to incur additional
indebtedness. In order to satisfy the Clean Air Transport Rule in
2014, Moody's anticipates the company needing to reach decisions
on the type, cost, and financing approach for the installations of
scrubbers at Homer City 1 and 2 within the next several months.

The downgrade also acknowledges the relationship that EME has with
its parent, EIX, including the parent's clear position of not
providing any direct or indirect credit support for EME and its
subsidiaries. That said, Moody's believes that EIX views EME as an
important holding that provides long-term option value to the
corporation and, as such, Moody's believes that EIX and EME will
continue to work through the numerous issues facing EME and its
merchant operations. To that end, Moody's recognizes the company's
track record in managing a competitive generation business during
difficult times. Moody's also notes that today's rating action
results in a very wide (8-notch) rating differential between EIX's
senior unsecured rating and EME's CFR, further substantiating the
degree of separateness that Moody's believes exists between EIX
and EME.

Moody's downgrade at MWG is prompted by the close
interrelationship that exists between EME and MWG through the
Powerton and Joliet sale leaseback agreement and by MWG's dominant
position as the primary source of earnings and cash flow for EME.

EME's speculative grade liquidity rating of SGL-4 reflects Moody's
concern about EME's internal sources of liquidity over the next
four quarters given the generation of negative free cash flow
compounded by the delay in receiving future tax-allocation
payments from its parent. The SGL-4 recognizes that EME's external
sources of liquidity currently in place ($564 million EME revolver
and the $500 million MWG revolver) expire within 12 months and
such extension may prove challenging given EME's fundamental
credit profile coupled with the delay in receiving tax-allocation
payments. At March 31, 2011, EME had substantial total liquidity
that exceeded $2 billion including $1.183 billion of consolidated
cash and availability of $981 million under the EME and MWG
revolvers. Extension of these bank credit facilities remains an
important milestone for EME, particularly, since EME has $500
million of senior notes maturing June 2013. Both credit facilities
have financial covenants which EME and MWG should be able to
maintain over the next twelve months. The EME revolver requires
recourse debt to total capitalization not exceed 75% and requires
interest coverage (as defined in the credit agreement) be greater
than 1.20x. At March 31, 2011, EME's recourse debt to total
capitalization was 52% and its interest coverage ratio was 2.13x.
The MWG revolver requires debt to total capitalization not to
exceed 60%. At March 31, 2011, MWG's total debt to total
capitalization was 14%. Moody's observes that many of the
company's assets are pledged to creditors which places limits on
the company's ability to raise additional liquidity from asset
sales.

The negative rating outlook for EME and MWG primarily reflects
uncertainties surrounding the company's near-term liquidity
prospects in light of anticipated weaker operating margins and
cash flows, the delay in receiving tax-allocation payments, and
the near-term expiration of the company's two credit facilities
all of which precedes the senior note debt maturity in June 2013.
The negative outlook also considers the uncertainty that remains
about EME Homer City's requirement to install scrubbers at Unit 1
and 2 of the Homer City plant, along with the lingering overhang
that persists for EME given its coal concentration.

In light of these challenges, limited prospects exist for the
rating to be upgraded. However, the rating outlook could be
stabilized if the near-term liquidity challenges at EME are
adequately addressed and if a workable plan for installing the
scrubbers at Homer City is outlined.

In light of the June 2012 expiry date for the EME and MWG
revolvers and the June 2013 bond maturity, the rating could be
downgraded should meaningful progress in addressing the company's
liquidity needs does not occur by first quarter 2012.
Additionally, the ratings could be downgraded if there are major
extended outages at key MWG plants or at more than one of the
Homer City units or if wholesale market prices decline further
resulting in additional deterioration in the credit metrics such
that cash flow to debt declined to 3% and cash flow interest
coverage was under 1.5x.

The principal methodologies used in this rating action were Global
Unregulated Utilities and Power Companies published in August
2009, and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Santa Ana, California, EME is an unregulated
generation company and an indirect wholly-owned subsidiary of EIX.
At December 31, 2010, EME had an ownership or leased interests of
9,852 megawatts (MW) of electric capacity, of which MWG owned or
had a leasehold interest in 5,477 MW of base load and mid-merit
coal-fired assets and oil/gas peaking assets in the Midwest and
EME Homer City, had a leasehold interest in the Homer City
Generation Station, a 1,884 MW coal-fired base load plant in
Western PA.


EL PASO CORP: Moody's Corrects Ratings for Preferred Stock & Debt
-----------------------------------------------------------------
Moody's Investors Service has corrected the ratings for Preferred
Stock and Subordinate Debt issued by El Paso Corporation and its
subsidiaries El Paso Energy Capital Trust I and El Paso CGP
Company to B2 from B3. On June 13, 2011 Moody's took rating action
on El Paso Corporation and its subsidiaries. As part of that
rating action, LGDs were updated: senior notes and senior
debentures to LGD 4, 55%; credit facility -- LGD upgraded to LGD
2, 28%; subordinated and preferred securities -- LGD adjusted to
LGD 6, 97%. Due to an internal administrative error, in that same
rating action, Preferred Stock and Subordinate ratings were
erroneously downgraded to B3 from B2. Moody's is now correcting
these ratings to B2. No other ratings of the group are affected by
today's correction.

The principal methodology used in rating El Paso Corporation was
the Natural Gas Pipeline Industry Methodology published December
2009. Other methodologies used include Independent Exploration and
Production Industry published December 2008.


ELDORADO ARTESIAN: Ehrhardt Keefe Raises Going Concern Doubt
------------------------------------------------------------
Eldorado Artesian Springs, Inc., filed on June 29, 2011, its
annual report on Form 10-K for the fiscal year ended March 31,
2011.

Ehrhardt Keefe Steiner & Hottman PC, in Denver, expressed
substantial doubt about ability to continue as a going concern.
The independent auditors noted that cash flows generated from
operations and its line of credit will not likely be sufficient to
meet its working capital requirements for the foreseeable future.
In addition, the Company projects that it not be able to pay the
balance due on one of the notes (payable to American National
Bank) that is due in February 2012 in the amount of $1,406,502.

The Company reported a net loss of $457,526 on $8.85 million of
revenue for the fiscal year ended March 31, 2011, compared with a
net loss of $360,921 on $8.48 million on revenues for the fiscal
year ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$6.18 million in total assets, $5.64 million in total liabilities,
and stockholders' equity of $537,485.

A copy of the Form 10-K is available at http://is.gd/IoZ3MJ

Louisville, Colorado-based Eldorado Artesian Springs, Inc.,
bottles, markets and distributes natural spring water under the
Eldorado Artesian Spring Water brand.  The Company also markets
and distributes organic vitamin charged spring water under the
Eldorado Artesian Spring Water brand.


ELEPHANT & CASTLE: Files for Bankruptcy to Pursue Asset Sale
------------------------------------------------------------
Massachusetts Elephant & Castle Group and its affiliates sought
Chapter 11 protection (Bankr. D. Mass. Lead Case No. 11-16155)
on June 28.

Boston-based Elephant & Castle said in a court filing it has
plans to find a buyer.  The company said that due diligence is
ongoing with several potential purchasers and expressions of
interest have been received.

Elephant & Castle operates 21 British-style restaurant pubs in
the U.S. and Canada.  The chain, with 10 locations in the U.S.,
generated revenue of $47.5 million in 2010, throwing off $3.9
million of earnings before interest, taxes, depreciation,
amortization, and foreign exchange gains or losses.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 filing in the U.S. and the filing
in Canada under the Companies' Creditors Arrangement Act was
precipitated by court proceedings in Canada by the secured
lender GE Canada Equipment Financing GP for the appointment of
a receiver.  GE Canada is owed $18.8 million.

According to Dow Jones' DBR Small Caps, Elephant & Castle said it
couldn't continue to make debt-service payments to GE Canada and
defaulted on a loan but that the pair reached a forbearance
agreement on April 18.  Elephant & Castle blamed its inability to
service its debt on falling sales resulting from the economic
slump.

According to DBR, Elephant & Castle said it owed $18.8 million to
lender GE Canada Equipment Financing, which is part of General
Electric Co., and $3.5 million to

Lender Fifth Street Finance Corp is also owed $3.5 million.


ELITE PHARMACEUTICALS: Significant Losses Cue Going Concern Doubt
-----------------------------------------------------------------
Elite Pharmaceuticals Inc., filed on June 29, 2011, its annual
report on Form 10-K for the fiscal year ended March 31, 2011.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about Elite Pharmaceuticals' ability to continue
as a going concern.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.

The Company reported a net loss of $13.6 million on $4.3 million
of revenues for the fiscal year ended March 31, 2011, compared
with a net loss of $8.1 million on $3.3 million of revenues for
the fiscal year ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$11.8 million in total assets, $29.7 million in total liabilities,
and a stockholders' deficit of $17.9 million.

A copy of the Form 10-K is available at http://is.gd/pmHCl8

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.


EMBLEMHEALTH, INC: A.M. Best Affirms 'B' Fin'l Strength Rating
--------------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating (FSR) of B (Fair) and
issuer credit ratings (ICR) of "bb+" of Health Insurance Plan of
Greater New York (HIP), HIP Insurance Company of New York and
ConnectiCare, Inc. (Farmington, CT).

A.M. Best also has upgraded the ICR to "ccc+" from "ccc" and
affirmed the FSR of C (Weak) of Group Health Incorporated (GHI)
and GHI HMO Select, Inc.  The outlook for these ratings has been
revised to stable from negative. All companies are subsidiaries of
EmblemHealth Inc. and are domiciled in New York, NY, unless
otherwise specified.

The revised outlook for HIP, HIP Insurance Company of New York and
ConnectiCare, Inc. reflect the improved earnings of the main
entity and intermediate parent of HIP Insurance Company of New
York and ConnectiCare, Inc. at HIP.

The upgrading of the ICR of GHI and GHI HMO Select, Inc.
recognizes the structural changes within the EmblemHealth Inc.
organization, under which GHI is now a direct subsidiary of HIP.
Additionally during 2010, HIP issued a total of $115 million of
surplus notes in order to improve GHI's capitalization.

The ratings for HIP acknowledge its enrollment losses, capital
pressure from its financially weaker subsidiary, GHI, and the
continuous delays in the process of conversion to a for-profit
status.  Offsetting rating factors include HIP's improved
operating results and stable capital levels.

The ratings for GHI reflect continuing operating losses and a low
level of capital.  GHI continues to experience significant
operating losses in its commercial exclusive provider organization
and preferred provider organization product lines.  Although
pricing actions have been taken, the losses are not showing
moderation through the first quarter of 2011.  The company's
capitalization has been negatively impacted by the continued
operating losses and remains below state required minimums.
Offsetting rating factors include GHI's strong name recognition in
the New York City market, as well as the support and strength of
HIP.


EMISPHERE TECHNOLOGIES: Mark Rachesky Holds 44.4% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mark H. Rachesky, M.D., and his affiliates
disclosed that they beneficially own 30,264,159 shares of common
stock of Emisphere Technologies, Inc., representing 44.4% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/5VePhC

                  About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.

The Company reported a net loss of $56.91 million on $100,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $16.82 million on $92,000 of revenue during the prior year.


ENCOMPASS GROUP: Posts $2.4 Million Net Loss in Dec. 31 Quarter
---------------------------------------------------------------
Encompass Group Affiliates, Inc., recently reported a net loss of
$2.4 million on $20.5 million of sales for the three months ended
Dec. 31, 2010, compared with a net loss of $1.4 million on $21.4
million of sales for the three months ended Dec. 31, 2009.

For the six months ended Dec. 31, 2010, the net loss was
$7.0 million on $43.3 million of sales, compared with a net loss
of $2.8 million on $44.4 million of sales for the six months ended
Dec. 31, 2009.

The Company's balance sheet at Dec. 31, 2010, showed $41.6 million
in total assets, $50.8 million in total liabilities, $8.0 million
of Series E preferred stock, and a stockholders' deficit of
$17.2 million.

A copy of the Form 10-Q for the three months ended Dec. 31, 2010,
is available at http://is.gd/btq1a1

The Company reported a net loss of $4.6 million on $22.8 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $1.4 million on $23.0 million of sales for the three
months ended Sept. 30, 2009.

A copy of the Form 10-Q for the three months ended Sept. 30, 2010,
is available at http://is.gd/jHRM3U

As reported in the TCR on June 24, 2011, J.H. Cohn LLP, in New
York City, expressed substantial doubt about Encompass Group
Affiliates' ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2010.  The
independent auditors noted that the Company incurred an operating
loss of $16.9 million and a net loss of $28.8 million for the year
ended June 30, 2010, and the Company's consolidated balance sheet
reflects a stockholders' deficiency of $10.2 million.

                      About Encompass Group

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


ENRON CORP: Redemption of Commercial Paper Immune From Recovery
-------------------------------------------------------------
Enron Creditors Recovery Corp. failed in its quest to recover
approximately $1.1 billion paid by its parent, Enron Corp., to
retire some of its unsecured commercial paper before the company
collapsed in 2001 after the U.S. Court of Appeals for the Second
Circuit denied Enron's appeal.

Voting 2-1, the Second Circuit affirmed the decision of Judge
Colleen McMahon of the U.S. District Court for the Southern
District of New York reversing an order of Judge Arthur Gonzalez
of the United States Bankruptcy Court for the Southern District
of New York and remanded with instructions to enter summary
judgment in favor of Appellees Alfa, S.A.B. de C.V., ING VP
Balanced Portfolio, Inc., and ING VP Bond Portfolio, Inc.

Enron Creditors Recovery Corp. challenged the district court's
conclusion that Section 546(e) of the Bankruptcy Code protects
from avoidance prepetition payments Enron Corp. made to redeem,
prior to maturity, commercial paper it had issued.  It argued
that Enron Corp.'s payments did not constitute "settlement
payments" within the meaning of Section 546(e)'s safe harbor both
because they were repayments of debt and because they were not
common in the securities industry.

The issue raised to the Second Circuit was whether the Section
546(e) "safe harbor" . . . extends to transactions in which
commercial paper is redeemed by the issuer prior to maturity,
using the customary mechanism of the Depository Trust Company . .
. for trading in commercial paper . . ., without regard to
extrinsic facts about the nature of the [transactions], the
motive behind the [transactions], or the circumstances under
which the payments were made.

After the company filed for Chapter 11 protection, Enron sued
Alfa and 98 other defendants on November 6, 2003, asserting that
the settlement payments to J.P. Morgan Securities of Texas, Inc.,
to pay commercial paper holders for their transfer of Enron
commercial paper, constitute preferential or fraudulent
transfers.  Thus, Enron claims that Alfa is liable for the $5.6
million Enron paid to JPMorgan for the purchase of Alfa's
commercial paper.

In addition, Enron sued 200 former noteholders to recover the
payments.  Most noteholders entered into settlement with Enron
and only Alfa and ING remain.

Alfa argued that it bought and sold the commercial paper through
a broker and never dealt with the company directly, thus Alfa is
protected by Section 546(e) of the Bankruptcy Code.  Enron argued
back that the payments are excluded from Section 546(e)'s
protection.

The U.S. Bankruptcy Court for the Southern District of New York
held that the payments constitute preferential or fraudulent
transfers and not protected by Section 546(e) because Alfa and
ING had not demonstrated that Enron's payments were settlement
payments as defined in Section 741(8) of the Bankruptcy Code,
because they had failed to establish that the payments were made
to acquire title to the commercial paper rather than to retire
debt.

Alfa and ING appealed the Bankruptcy Court's decision to the U.S.
District Court for the Southern District of New York.

The District Court reversed the Bankruptcy Court's ruling and
directed entry of summary judgment in favor of Alfa and ING.  The
U.S. Securities and Exchange Commission and the Securities
Industry and Financial Markets Association, a trade group
representing the interests of securities firms, banks, and asset
managers, have filed amicus briefs in support of Alfa and ING's
interpretation of the statute.

Enron appealed the District Court's ruling to the U.S. Court of
Appeals for the Second Circuit.

According to Circuit Judge John M. Walker, the appeal raises an
issue of first impression in the court of appeals.  He noted that
no circuit has yet addressed the safe harbor's application to an
issuer's early redemption of commercial paper.

In its ruling, the Second Circuit Court of Appeals ruled that the
funds used in buying the commercial paper are shielded by "safe
harbor" provisions in the bankruptcy code, which prevents its
purchase from being categorized as fraudulent or preferential
transfers.  Specifically, the Court held that Section 546(e)
extends to the payments made by Enron to redeem its commercial
paper before maturity.

Section 741(8), which Section 546(e) incorporates, defines
"settlement payment" as "a preliminary settlement payment, a
partial settlement payment, an interim settlement payment, a
settlement payment on account, a final settlement payment, or any
other similar payment commonly used in the securities trade."

The Appeals Court noted that although the Second Circuit has not
yet addressed the scope of Section 741(8)'s definition, other
circuits have held it to be "extremely broad."  It further noted
that several circuits have rejected limitations on the definition
that would exclude transactions in privately held securities or
transactions that do not involve financial intermediaries that
take title to the securities during the course of the
transaction; however, no circuit has yet addressed the safe
harbor's application to an issuer's early redemption of
commercial paper.

Enron proposed three limitations on the definition of settlement
payment in Section 741(8), each of which, it argued, would
exclude the redemption payments:

  * Enron contended that the final phrase of Section 741(8) --
    "commonly used in the securities trade" -- excludes all
    payments that are not common in the securities industry,
    including, Enron argued, Enron's redemption.

  * Enron argued that the definition includes only transactions
    in which title to the securities changes hands.  Because,
    Enron argued, the redemption payments were made to retire
    debt and not to acquire title to the commercial paper, they
    are not settlement payments within the meaning of Section
    741(8).

  * Enron argued that the redemption payments are not settlement
    payments because they did not involve a financial
    intermediary that took title to the transacted securities
    and thus did not implicate the risks that prompted Congress
    to enact the safe harbor.

The Appeals Court said that since it did not find anything in the
Bankruptcy Code or the relevant caselaw that supports Enron's
proposed limitations on the definition of settlement payment in
Section 741(8), it rejected them.  The Second Circuit held that
Enron's redemption payments fall within the plain language of
Section 741(8) and are thus protected from avoidance under
Section 546(e).

The Second Circuit disagreed with Enron's argument that Section
741(8) supports a purchase or sale requirement.  The Second
Circuit, looking into decisions by other circuit courts, held
that in the context of the securities industry a "'settlement'
refers to the 'completion of a securities transaction.'"

Judge Walker agreed that Enron is correct that the DTC acted as a
conduit and recordkeeper rather than a clearing agency that takes
title to the securities during the course of the transaction.
Nevertheless, he ruled that the absence of a financial
intermediary that takes title to the transacted securities during
the course of the transaction is a proper basis on which to deny
safe-harbor protection.  The Third, Sixth, and Eighth Circuits
rejected similar arguments in affirming application of the safe
harbor to leveraged buyouts of private companies that involved
financial intermediaries who served only as conduits, he pointed
out.

Accordingly, for the reasons stated, the Second Circuit affirmed
the District Court's decision.

Judge John G. Koeltl of the United States District Court for the
Southern District of New York, sitting by designation, issued a
dissenting opinion holding substantially that the Second
Circuit's holding is not required by the opaque definition of
"settlement payment" in the Bankruptcy Code and is inconsistent
with the legislative history of the "safe-harbor" provision under
Section 546(e).

The breadth of the Second Circuit's definition threatens routine
avoidance proceedings in bankruptcy courts, Judge Koeltl said.
He agreed with the Bankruptcy Court's conclusion that the
definition of "settlement payment" should include a requirement
that there be a purchase or sale of a security to trigger a
"settlement payment."  The redemption of commercial paper, he
said, indisputably is not the purchase or sale of that commercial
paper but he disagreed with the Second Circuit's conclusion
eliminating that requirement.

"We see no reason to think that undoing Enron's redemption
payments, which involved over a billion dollars and approximately
two hundred noteholders, would not also have a substantial and
similarly negative effect on the financial markets," Judge Walker
said.

A full-text copy of the Appeals Court's decision is available for
free at http://bankrupt.com/misc/EnronApplDec630.pdf

Michael Cook, Esq., a partner at Schulte Roth & Zabel who
represented Alfa, said he expects Enron will appeal, Reuters
said.  Enron representatives could not be reached for comment,
the news agency added.

                         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.


ENTRAVISION COMMUNICATIONS: S&P Affirms 'B' CCR; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Santa Monica, Calif.-based Spanish-language media company
Entravision Communications Corp. to stable from positive. "We
affirmed all the ratings on the company, including the 'B'
corporate credit rating," S&P said.

"The outlook revision on Entravision Communications Corp. reflects
our expectation of a longer term path to an upgrade, due to a
slow, uneven recovery in core ad spending and ad rates over the
intermediate term, despite continued positive trends in Hispanic
population growth," said Standard & Poor's credit analyst Michael
Altberg. "We expect that leverage will remain above our 6.0x
threshold for consideration of an upgrade due to a slow recovery
in core advertising, which will be insufficient to offset
difficult revenue comparisons in 2011 with 2010's World Cup
advertising, census advertising, and political revenue. These non-
recurring items generated roughly $16 million of revenue in 2010,
or just under 8% of total revenue. Despite these difficult revenue
comparisons, the 'B' rating and stable outlook reflects our
expectation of adequate liquidity and financial flexibility
supplemented by healthy cash balances."

"Entravision is a diversified Spanish-language TV (66% of 2010
revenue) and radio (34%) broadcaster, and is the largest TV
station affiliate of Univision Communications Inc., which in our
opinion has benefited the company's audience ratings, programming
costs, and retransmission consent revenues. As a result of its
affiliation agreements, Entravision has incurred limited cash
costs of network programming or syndicated programming on its
Univision and Telefutura affiliated stations. Despite secular
pressures in the radio business, we believe Hispanic radio
broadcasters are slightly more insulated than English language
peers because of favorable population trends and lower broadband
penetration among this demographic. The stable rating outlook
reflects our expectation that Entravision will be able to maintain
adequate liquidity and generate positive discretionary cash flow
through the political and World Cup advertising cycles. We could
raise the rating if we become convinced that the company will
reduce its lease-adjusted debt to EBITDA to the low-6x area on a
sustained basis, through either EBITDA growth or debt repayment,
while maintaining an adequate cushion under its financial
covenants. An upgrade scenario would likely involve the
company increasing and maintaining EBITDA by about 18% from
trailing 12 month levels as of March 31, 2011, which given our
assumption of modest cost growth in 2011, could be achieved if
revenue grows by 10% to 12%. A downgrade, which we view as less
likely over the near term, would involve consumption of cash
balances and EBITDA declines that prevent the company from
borrowing under its revolving credit facility. We believe a
downgrade scenario would reflect unfavorable structural shifts at
the radio segment or a worsening of the economy that causes a
further fall-off in advertising demand for Spanish media,"
according to S&P.


EVEREADY INSURANCE: A.M. Best Downgrades FSR to 'C++'
-----------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C++
(Marginal) from B (Fair) and issuer credit rating to "b" from "bb"
of Eveready Insurance Company. The outlook for both ratings is
negative.

The rating reflects Eveready's accelerated premium growth,
elevated underwriting leverage and comparatively high expense
structure, which has resulted in a marginal risk-adjusted capital
position.

These negative rating factors are partially offset by Eveready's
favorable loss ratio and management's local market knowledge.

The outlook reflects the company's high underwriting leverage and
continued unprofitable underwriting performance, which continues
to pressure its risk-adjusted capital position for its rating
level.


EXIDE TECHNOLOGIES: Claims Objection Deadline Extended to July 31
-----------------------------------------------------------------
Exide Technologies obtained from the U.S. Bankruptcy Court
for the District of Delaware a further extension of its its
deadline for filing objections to claims to July 31, 2011.

This is the 21st claims objection extension motion filed by Exide.

The proposed extension will give Exide enough time to review and
resolve the 51 remaining claims, according to James O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware.

More than 6,100 proofs of claim aggregating $4.4 billion had been
filed against Exide.  These do not include about 1,100 proofs of
claim that were filed as unliquidated claims.

As of April 27, 2011, approximately 6,063 claims had been
resolved, reducing the total amount of outstanding claims by more
than $3.4 billion.  Exide has already completed 24 quarterly
distributions to creditors under its confirmed Joint Plan of
Reorganization, consisting of distributions on approximately
2,621 claims for about $1.67 billion.

Since July 28, 2010, Exide has not filed any omnibus objections
to claims but only individual objections, has reached a number of
settlement agreements and has made considerable advancements with
respect to the remaining, more complex claims, according to
Mr. O'Neill.

The Court will hold a hearing on May 25, 2011, to consider
approval of the proposed extension.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  "The ratings on Exide Technologies reflect what we
consider to be the Company's aggressive financial risk profile,
which incorporates S&P's expectation that sales and profitability
will improve gradually as demand increases," said Standard &
Poor's credit analyst Nancy Messer.

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.  Exide's B3 Corporate Family
Rating continues to incorporate the company's leveraged profile,
cyclical industry characteristics, and raw material pricing
pressure, Moody's said in January 2011.


EXIDE TECHNOLOGIES: Wins Approval of Pacific Dunlop Settlement
--------------------------------------------------------------
Exide Technologies sought and obtained court approval of a
settlement which calls for payment of $2.7 million to a group of
companies led by Pacific Dunlop Holdings (USA) Inc.

The deal requires Exide to pay $2.7 million to settle a
consolidated lawsuit as well as the claims filed by the group
against the company and its affiliates.

The lawsuit stemmed from the acquisition by Exide of the group's
stake in the Pacific Dunlop GNB Corporation in 2000.  The lawsuit
alleges breach of contract and unjust enrichment, and is pending
in the U.S. Bankruptcy Court for the District of Delaware.

Under the deal, Exide is required to pay $1,412,276 to Pacific
Dunlop Holdings immediately after approval of the settlement.
Upon payment, the insurance proceeds held by Pacific Dunlop
Investments Inc. will be deemed a property of PDI.

PDI is holding $1,287,724 in insurance proceeds paid on account
of the damage caused by fire that broke out in a facility in
Farmers Branch in Texas.

Pacific Dunlop Holdings previously asserted that the insurance
payment is a setoff of its claims against Exide, which the latter
disputed.  Exide also opposed PDI's entitlement to retain the
insurance proceeds.

The settlement also calls for the dismissal of the lawsuit and
the withdrawal of Claim Nos. 3230, 3231, 3232, 3233, and 3234
filed by the group in Exide's bankruptcy case.  The parties also
agreed under the deal to release each other from all claims.

The deal is formalized in an agreement, a copy of which is
available for free at:

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

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  "The ratings on Exide Technologies reflect what we
consider to be the Company's aggressive financial risk profile,
which incorporates S&P's expectation that sales and profitability
will improve gradually as demand increases," said Standard &
Poor's credit analyst Nancy Messer.

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.  Exide's B3 Corporate Family
Rating continues to incorporate the company's leveraged profile,
cyclical industry characteristics, and raw material pricing
pressure, Moody's said in January 2011.


EXIDE TECHNOLOGIES: Settles $800-Mil. EPA Claim for $68-Mil.
------------------------------------------------------------
Bankruptcy Judge Kevin Carey approved an agreement to settle an
$800 million claim against Exide Technologies.

The agreement provides, among other things, for an allowed
$67,599,678 general unsecured, non-priority, Class P4-A claim,
which will be distributed in stock and warrants pursuant to
Exide's Joint Plan of Reorganization.

For distribution purposes, the allowed claim will be bifurcated
into a $61,448,278 claim on behalf of The Environmental
Protection Agency, and a $6,151,400 claim on behalf of the
National Oceanic and Atmospheric Administration.

EPA and NOAA filed Claim Nos. 3446, 6256, 6257 and 6432 to seek
payment for damages resulting from the contamination that broke
out at the NL Industries Inc. Superfund Site in Pedricktown, and
at the Custom Distribution Services Site in New Jersey.  The
agencies also sought reimbursement for the costs incurred and
will be incurred to contain any contamination at 21 other sites.

Government lawyer, Donna Duer, Esq., said the settlement is
"fair, reasonable and consistent" with the Comprehensive
Environmental Response, Compensation and Liability Act.

"The negotiations with [Exide] were conducted at arms-length
between the clearly adversarial interests of the United States
and [Exide]," Ms. Duer said in a statement filed with the Court.
She pointed out that no one, including a group led by Tonolli
Superfund Site Steering Committee, challenged the fairness of the
negotiations.

The statement came after the Tonolli group criticized certain
provisions in the settlement agreement, calling them as "overly
broad," more favorable to Exide and not in the public's interest.

Ms. Duer further said that the settlement provides an
"appropriate level of certainty and protection" to the agencies
and Exide.  "[It] is consistent with the statutory purposes of
encouraging prompt and effective cleanup and reducing inefficient
expenditure of public funds on lengthy litigation," she said.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  "The ratings on Exide Technologies reflect what we
consider to be the Company's aggressive financial risk profile,
which incorporates S&P's expectation that sales and profitability
will improve gradually as demand increases," said Standard &
Poor's credit analyst Nancy Messer.

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.  Exide's B3 Corporate Family
Rating continues to incorporate the company's leveraged profile,
cyclical industry characteristics, and raw material pricing
pressure, Moody's said in January 2011.


FIRST MARINER: Tontine Partners No Longer Owns Shares
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Tontine Partners, L.P., and its affiliates
disclosed that they do not beneficially own any shares of common
stock of First Mariner Bancorp.  A full-text copy of the filing is
available for free at http://is.gd/uhaRkm

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.


The Company's balance sheet at March 31, 2011, showed
$1.266 billion in total assets, $1.269 billion in total
liabilities, and a stockholders' deficit of $3.3 million.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."

As reported in the TCR on April 4, 2011, Stegman & Company, in
Baltimore, expressed substantial doubt about First Mariner
Bancorp's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses and has a limited capital
base.


FIRST SECURITY: Director Marler Resigns to Spend Time With Family
-----------------------------------------------------------------
Director D. Ray Marler resigned from the Board of First Security,
effective June 28, 2011.  In his resignation letter, Mr. Marler
indicated that he was leaving the Board in order to devote
additional time to his other business interests and his family.
Mr. Marler's letter does not indicate any disagreements with First
Security's operations, policies or practices.

The Board thanks Mr. Marler for his service to the Company.

No successor to Mr. Marler has been elected at this time, although
First Security currently anticipates filling the vacancy on the
Board of Directors caused by Mr. Marler's resignation in the
future.

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

On Sept. 7, 2010, the Company entered into a Written Agreement
with the Federal Reserve Bank of Atlanta, the Company's primary
regulator, which prohibits the Company from declaring or paying
dividends without prior written consent of the Federal Reserve.
The Company is also prohibited from taking dividends, or any other
form of payment representing a reduction of capital, from the Bank
without prior written consent.

The Company is also required, within 60 days of the Agreement, to
submit to the Federal Reserve a written plan designed to maintain
sufficient capital at the Company and the Bank.

On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary,
consented and agreed to the issuance of a Consent Order by the
Office of the Comptroller of the Currency (OCC).  Pursuant to that
Consent Order, within 120 days of the effective date of the Order,
the Bank is required to achieve and thereafter maintain total
capital at least equal to 13% of risk-weighted assets and
Tier 1 capital at least equal to 9% of adjusted total
assets.

As of Sept. 30, 2010, the first financial reporting period
subsequent to the 120 day requirement, the Bank's total capital to
risk-weighted assets was 12.93% and the Tier 1 capital to
adjusted total assets was 7.43%.  The Bank has notified the
OCC of the non-compliance.

The Company reported a net loss of $44.34 million on $54.91
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $33.45 million on $64.00 million of
total interest income during the prior year.

The Company's balance sheet at March 31, 2011, showed $1.11
billion in total assets, $1.02 billion in total liabilities and
$90.14 million in total stockholders' equity.

Joseph Decosimo and Company, PLLC, in Chattanooga, Tennessee,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred losses from operations for the past two
years.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.


FULTON HOMES: Bankruptcy Court Confirms Plan of Reorganization
--------------------------------------------------------------
After two-and-a-half years, Fulton Homes Corporation will soon
emerge from Chapter 11 bankruptcy, doubling its market share and
opening new communities.

"Fulton Homes Corporation will repay all our creditors in full and
has money in the bank," said CEO Douglas Fulton.  "Our projections
reflect that we will be able to self-finance our cash needs over
the next four years and will not need any new bank financing."  In
addition, Fulton noted the company would operate as normal and
continue developing new communities in the Valley.

According to Steve Walters, Fulton Homes' CFO, the banks will
immediately receive $57.5 million dollars.

"Fulton Homes is coming out of the reorganization completely
solvent and will operate without outside financial assistance,"
said Walters.  "We are exceeding the projected sales and cash
flows provided to the banks in our restructuring proposal."

Fulton Homes Sales Corporation, which oversees and manages all
sales and marketing functions, including customer care and home
warranties did not file for protection.  Fulton Homes Corporation
handles land and acquisition duties for the homebuilder.

Since filing in 2009,  Fulton Homes Corporation has doubled its
market share and has added several new communities, according to
the RL Brown Report, the agency that measures home building
activity.

Currently, Fulton Homes is adding five communities in Chandler and
Queen Creek within the next year. In fact, Monterey Bay, their
most recent community, is 90% sold out after being on the market
for only four months.

According to Fulton, the company will remain committed to its
philanthropic causes.  "We will continue our public service
campaigns, making the Valley a safer place for families and
helping better the area's education system," he said.

                        About Fulton Homes

Fulton Homes Corporation -- http://www.fultonhomes.com/-- is
a Tempe, Arizona-based homebuilder.  The Company filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-01298) on
Jan. 27, 2009.  Mark W. Roth, Esq., at Shughart Thomson & Kilroy
PC, represents the Debtor in its restructuring efforts.  The
Debtor estimated assets and debts between $100 million and
$500 million in its Chapter 11 petition.


GENERAL GROWTH: Court Closes 67 Affiliates' Chapter 11 Cases
------------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York entered on June 24, 2011, a final
decree closing the Chapter 11 cases of 67 debtor affiliates of
GGP, Inc.

The 67 Reorganized Debtors referred to as "Group 1 Reorganized
Debtors" with closed Chapter 11 cases are:

Closing Debtor                                 Case No.
--------------                                 --------
10190 Covington Cross, LLC                     09-12041
Bay Shore Mall II L.L.C.                       09-12065
Burlington Town Center II LLC                  09-12477
Chico Mall L.L.C.                              09-12084
Deerbrook Mall, LLC                            09-12094
Fallen Timbers Shops, LLC                      09-12106
Fashion Place Anchor Acquisition, LLC          09-12110
Gateway Crossing L.L.C.                        09-12116
Gateway Overlook Business Trust                09-12117
GGP Acquisition, L.L.C.                        09-12119
GGP Ivanhoe II, Inc.                           09-12125
GGP Knollwood Mall, LP                         09-12128
GGP Village at Jordan Creek L.L.C.             09-12029
GGP/Homart Services, Inc.                      09-12132
GGP-Canal Shoppes L.L.C.                       09-12136
GGP-Grandville Land L.L.C.                     09-12140
GGP-Lansing Mall, Inc.                         09-12143
GGP-Maine Mall Holding L.L.C.                  09-12145
GGP-Maine Mall L.L.C.                          09-12144
GGP-Maine Mall Land L.L.C.                     09-12146
GGP-North Point Land L.L.C.                    09-12016
GGP-Pecanland II, L.P.                         09-11991
GGP-Pecanland, Inc.                            09-12151
GGP-Steeplegate, Inc.                          09-12154
Grand Traverse Mall Holding, Inc.              09-12483
Harborplace Borrower, LLC                      09-12162
Kalamazoo Mall, Inc.                           09-12485
Lakeside Mall Holding, LLC                     09-12181
Mall of Louisiana Land, LP                     09-12192
Mall of the Bluffs, LLC                        09-12194
Mall St. Matthews Company, LLC                 09-12195
Natick Retail, LLC                             09-12202
NewPark Mall L.L.C.                            09-12204
North Plains Mall, LLC                         09-12205
North Star Anchor Acquisition, LLC             09-12206
Parcit-IIP Lancaster Venture                   09-12486
Parcity L.L.C.                                 09-12487
Parcity Trust                                  09-12488
Park City Holding, Inc.                        09-12489
PC Lancaster Trust                             09-12491
PDC-Red Cliffs Mall L.L.C.                     09-12222
Phase II Mall Subsidiary, LLC                  09-12032
Piedmont Mall, LLC                             09-12225
Providence Place Holdings, LLC                 09-12233
River Falls Mall, LLC                          09-12239
River Hills Land, LLC                          09-12240
River Hills Mall, LLC                          09-12241
Rouse-Oakwood Shopping Center, LLC             09-12259
Rouse-Phoenix Theatre Limited Partnership      09-12011
Rouse-Portland, LLC                            09-12264
Running Brook Business Trust                   09-12475
Silver Lake Mall, LLC                          09-12271
St. Cloud Mall Holding L.L.C.                  09-12281
Stonestown Shopping Center Holding L.L.C.      09-12479
Stonestown Shopping Center L.L.C.              09-12282
Summerlin Corporation                          09-12285
The Hughes Corporation                         09-12177
The Rouse Company at Owings Mills, LLC         09-12244
The Rouse Company BT, LLC                      09-12036
The Rouse Company of Florida, LLC              09-12245
Two Arizona Center, LLC                        09-12295
Valley Hills Mall, Inc.                        09-12299
Ward Gateway-Industrial-Village, LLC           09-12312
White Marsh Mall Associates                    09-12001
White Marsh Mall, LLC                          09-12317
White Marsh Phase II Associates                09-12002
White Mountain Mall, LLC                       09-12318

Judge Gropper will retain jurisdiction as is provided in the
Project Debtors' Joint Plan of Reorganization and GGP TopCo's
Third Amended Joint Plan of Reorganization.

On or before July 8, 2011, the Reorganized Debtors will file with
the Court a final list identifying any of 69 Reorganized Debtors
-- Group 2 Reorganized Debtors -- whose Chapter 11 cases were
fully administered on or prior to June 30, 2011.

Following the submission of the list, the Chapter 11 cases of the
Reorganized Debtors identified on the Final List will be deemed
closed, nunc pro tunc to June 30, 2011.  The Court will retain
jurisdiction as is provided in the Chapter 11 Plans.

From and after June 30, 2011, the Reorganized Debtors will not be
obligated to pay quarterly fees to the U.S. Trustee for Region 2
in accordance with Section 1930(a)(6) of the U.S. Judiciary and
Judicial Procedures Code with respect to the Chapter 11 cases of
the (i) Group 1 Reorganized Debtors or the (ii) Group 2
Reorganized Debtors in the Final List.

For ease of administration, the Reorganized Debtors may annex a
copy of this final decree to the Final List.

The Chapter 11 case of any Reorganized Debtor that is not a (i)
Group 1 Reorganized Debtor or a (ii) Group 2 Reorganized Debtor
identified on the Final List will remain open pending further
order of the Court, Judge Gropper ruled.

Judge Gropper clarified that entry of the final decree is without
prejudice to the rights of any party to seek to reopen the cases
of the Group 1 Reorganized Debtor or a Group 2 Reorganized Debtor
identified on the Final List for cause.

                      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)


GFI GROUP: Moody's Assigns 'Ba2' Issuer Rating
----------------------------------------------
Moody's Investors Service assigned a first time Issuer rating of
Ba2 to GFI Group Inc. The outlook is stable.

RATINGS RATIONALE

The Ba2 rating reflects GFI's solid franchise in inter-dealer
brokerage, which is based on lower risk matched-principal and
agency business. GFI's business model results in a simple, liquid
balance sheet where the principal risk is short-term counterparty
risk. At the same time, inter-dealer brokerage is intensely
competitive, requiring constant technological investment to
maintain electronic brokerage capabilities and expensive packages
to recruit and retain voice brokers. Moreover revenues are
cyclical and fluctuate with capital markets activity. These two
factors -- investment demands and revenue cyclicity -- can result
in periods of weak profitability and reduced cash flow coverage.
Expectations of such periods are incorporated into the Ba2 rating.

GFI's primary source of revenues is from commissions and fees
brokering trades between financial institutions on a "name give-
up" and matched principal basis (anonymous). GFI has developed
proprietary technology that should facilitate a transition toward
more electronic trading execution particularly for more
commoditized asset classes that should improve operating
efficiency. Furthermore, GFI has a well diversified customer base.
In addition, the company's Trayport and GFI Fenics divisions
provide reoccurring revenue diversification by providing software,
market data, and analytical services.

Another important credit strength is GFI's limited use of balance
sheet to generate commission and fees compared to some of its IBD
peers. Additionally, the counterparty risk that it does take is
well controlled by a seasoned management team.

GFI, however, has several credit challenges as well that are
reflected in the company's Ba2 Issuer rating. The majority of the
firm's revenues are tied to inherently volatile trading volumes,
and though the company has sustained profitability, its margins
have been subject to compression. In addition, the company has
embarked upon fairly aggressive growth of its broker personnel and
recent results have not yet reflected anticipated growth in
revenue and earnings -- also affecting the firm's margins. GFI's
cash flow leverage ratio (as measured by Debt/EBITDA) is also
higher than its peers, and the company has had a history of
strategic acquisition which has increased leverage over time,
adding to bondholder risk.

Regarding what could change the rating, Moody's Senior Analyst Al
Bush said, "Improvement in the company's pre-tax margins and
profitability could lead to an upgrade." Conversely, an increase
in cash flow leverage to above 4x could lead to a downgrade.

This is the first instance in which Moody's has assigned an Issuer
rating to GFI Group Inc.

The principal methodology used in this rating was the Global
Securities Industry Methodology published in December 2006.

Recent Results:

For fiscal year ending December 31, 2010 GFI reported GAAP net
income of $25.6 million on net revenues of $794.5 million. GFI
Group Inc. is headquartered in New York, New York.


GEORGE-MARSHALL: Dominion Realty Buys 1.8 Acres for $2.05MM
-----------------------------------------------------------
Michael Schwartz at Richmond BizSense reports that Manchester
Place LLC, managed by Dominion Realty Partners, has received
approval from the bankruptcy court to buy for $2.05 million a 1.8-
acre parcel from an entity tied to a prominent local family that
is working its way through bankruptcy.

According to the report, the property is owned by three entities,
one of which is George-Marshall Corp., a bankrupt local real
estate holding company tied to Allen Meade Ferguson and his wife,
Mary Rutherfoord Mercer Ferguson.  The couple, known locally for
Mr. Ferguson's ties to an old-Richmond investment bank and for
their philanthropic efforts, filed Chapter 11 bankruptcy, their
family's wealth apparently diminished by the recession.

BizSense notes that although still a viable businesses, George-
Marshall Corp., along with Mercer Rug Cleansing Inc., declared
Chapter 11 bankruptcy because they were used as collateral on
loans tied to the personal finances of the prominent Richmond
family.

Grubb & Ellis/Harrison & Bates worked as the broker on the deal.

Allen Ferguson, along with his wife, filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Va. Case No. 11-32141) on March 31, 2011.

Mr. Ferguson signed a Chapter 11 petition for Mercer Rug
Cleansing, Inc. (Bankr. E.D. Va. Case No. 11-32775) and George
Marshall Corp. on April 26, 2011.  David K. Spiro, Esq., at
Hirschler Fleischer, in Richmond, represents the Debtors.  Mercer
is estimated to have $1 million to $10 million in assets and debts
in its Chapter 11 petition.


GP WEST: Taps Bufete Law Firm as Bankruptcy Counsel
---------------------------------------------------
GP West, Inc., said it is not sufficiently familiar with the law
to be able to plan and conduct the Chapter 11 proceedings without
competent legal counsel.  In this regard, the Debtor seeks to hire
Bufete Roberto Corretjer Piquer as its bankruptcy lawyers.

The Debtor has provided BRCP a $50,000 retainer, against which the
law firm will bill on the basis of $175.00 per hour, plus
expenses, for work performed or to be performed by Roberto
Corretjer Piquer, Eduardo J. Corretjer Reyes, and any associates
and $75.00 for paralegals.

BRCP served as pre-bankruptcy outside general counsel for GP West,
its affiliate Swiss Chalet Inc., GP West's shareholder, Camape
S.E., and GP West's director, Pedro Feliciano Benitez.

Eduardo J. Corretjer Reyes, Esq., an associate at BRCP, attests
that his firm is a disinterested person as defined in 11 U.S.C.
Sec. 101(14).

                           About GP West

GP West, Inc., based in San Juan, Puerto Rico, filed for Chapter
11 bankruptcy (Bankr. D. P.R. Case No. 11-04954) on June 9, 2011.
CPA Luis R. Carrasquillo & Co., P.S.C., serves as financial
consultant.  In its schedules, the Debtor disclosed $13,384,251 in
assets and $132,825,590 in debts.  The petition was signed by Jose
Teixidor Mendez, president.


GP WEST: Hires Carrasquillo as Financial Consultant
---------------------------------------------------
GP West, Inc., said it needs of a financial consultant to assist
its management in the financial restructuring of its affairs by
providing advice in strategic planning and the preparation of a
plan of reorganization, disclosure statement and business plan,
determination of its assets, and participating in its negotiations
with creditors and parties in interest.  In this regard, GP West
seeks Court approval to hire CPA Luis R. Carrasquillo & Co.,
P.S.C.

The Debtor has paid Carrasquillo a $10,000 advance.  Mr. Luis R.
Carrasquillo, CPA, the firm's partner, charges $150 per hour.
Senior CPA Marcelo Gutierrez bills $125 an hour, while Senior CPA
Myris Acosta bills $100 an hour.

Carrasquillo has been appointed as financial consultant in the
Chapter 11 case of Swiss Chalet, Inc., GP West's affiliate.  The
Debtor said Carrasquillo and the members of the firm are
disinterested persons as defined in 11 U.S.C. Sec. 101(14).

The firm may be reached at:

          CPA LUIS R. CARRASQULLO RUIZ
          28Th Street, # TI-26
          Turabo Gardens Ave.
          Caguas, P.R. 00725
          Tel: (787) 746-4555
               (787) 746-4556
          Fax: (787) 746-4564
          E-mail: luis@cpacarrasquillo.com

                           About GP West

GP West, Inc., based in San Juan, Puerto Rico, filed for Chapter
11 bankruptcy (Bankr. D. P.R. Case No. 11-04954) on June 9, 2011.
Eduardo J. Corretjer Reyes, Esq., at Bufete Roberto Corretjer
Piquer, serves as the Debtor's counsel.  In its schedules, the
Debtor disclosed $13,384,251 in assets and $132,825,590 in debts.
The petition was signed by Jose Teixidor Mendez, president.


GREAT ATLANTIC: Has Deals Extending Lease Decision Deadline
-----------------------------------------------------------
Pursuant to the Court approved procedures with respect to the
assumption or rejection of unexpired leases of nonresidential
property, The Great Atlantic & Pacific Tea Company, Inc., filed
with the Bankruptcy Court on June 29, 2011, a schedule of
consensual agreements to extend the 11 U.S.C. Section 365(d)(4)
deadline between the Debtors and the applicable Lessor.

The Extension Schedule identifies for each consensual agreement to
extend the 365(d)(4) Deadline: (a) the applicable store; (b) the
store address; (c) the Lessor; and (d) the proposed extension of
the 365(d)(4) Deadline.

A copy of the Extension Schedule is available at:

   http://bankrupt.com/misc/a&p.365(d)(4)extensionschedule.pdf

Any party wishing to object to any extension of the 365(d)(4)
Deadline identified on the aforesaid Extension Schedule must file
a written objection with the Bankruptcy Court on or before July 7,
2011.

A second schedule was filed with the Bankruptcy Court on June 30,
2011, a copy of which is available at:

  http://bankrupt.com/misc/a&p.365(d)(4)2ndextensionschedule.pdf

Any party wishing to object to any extension of the 365(d)(4)
Deadline identified on the Second Extension Schedule must file a
written objection with the Bankruptcy Court on or before July 7,
2011.

                  About Great Atlantic & Pacific

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

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

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

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


HARRISBURG, PA: Legislature Takes Bankruptcy Off the Table
----------------------------------------------------------
American Bankruptcy Institute reports that a voluntary bankruptcy
is apparently off the table for Harrisburg as the state House and
Senate both passed a fiscal code bill on June 30 containing a
watered-down version of state Sen. Jeffrey Piccola's 11th-hour bid
to turn Harrisburg's proposed Act 47 fiscal recovery plan into a
mandate.

                       About Harrisburg, PA

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg, Pennsylvania, voted 5-2 on
September 28 to seek professional advice on bankruptcy or state
oversight.  Harrisburg needed state aid to avoid default on $3.3
million of bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.


HEARUSA INC: Posts $46.9 Million Net Loss in Q1 Ended April 2
-------------------------------------------------------------
HearUSA, Inc., filed its quarterly report, reporting a net loss of
$46.9 million on $21.3 million of revenues for the three months
ended April 2, 2011, compared with a net loss of $2.5 million on
$19.6 million of revenues for the three months ended March 27,
2010.

The Company recorded an estimated $51.9 million non-cash
impairment charge to write down the goodwill associated with the
center and network reporting units.

As part of the impairment, the Company recorded a deferred income
tax benefit of approximately $6.0 million related to the
impairment loss of goodwill.

The Company's balance sheet at April 2, 2011, showed $25.8 million
in total assets, $51.5 million in total liabilities, and a
stockholders' deficit of $25.7 million.

A copy of the Form 10-Q is available at http://is.gd/i2cMsY

                          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.

As of April 2, 2011, the Debtor had a network of 172 company-owned
hearing care centers in eleven states, including HEARx West
centers in California.

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.

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.


HILL DAIRY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Hill Dairy, LLC
        1290 N. Shoop Avenue, Suite 140
        Wauseon, OH 43567

Bankruptcy Case No.: 11-12469

Chapter 11 Petition Date: June 27, 2011

Court: U.S. Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  SKEKLOFF, ADELSPERGER & KLEVEN, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137
                  E-mail: djs@sak-law.com

                         - and -

                  Sarah Mustard Heil, Esq.
                  SKEKLOFF, ADELSPERGER & KLEVEN, LLP
                  927 S. Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  E-mail: sheil@sak-law.com

                         - and -

                  Scot T. Skekloff, Esq.
                  SKEKLOFF, ADELSPERGER & KLEVEN, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137
                  E-mail: sts@sak-law.com

Estimated Assets: $50,001 to $100,000

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/innb11-12469.pdf

The petition was signed by W. H. M. van Bakel, interim manager.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Four-Leaf Clover Dairy, LLC           10-13574            08/11/10


HOVNANIAN ENTERPRISES: S&P Cuts CCR to 'CCC'; Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Hovnanian Enterprises Inc. and its K. Hovnanian
Enterprises Inc. subsidiary to 'CCC' from 'CCC+'. "We also lowered
our ratings on the companies' rated senior debt. We downgraded the
first-lien senior secured notes to 'CCC' from 'CCC+' and
downgraded the senior unsecured and senior subordinated notes to
'CC' from 'CCC-'. The '3' recovery rating on the first-lien notes
and the '6' recovery rating on the senior unsecured and senior
subordinated notes is unchanged. We affirmed our 'C' rating on the
preferred securities and we withdrew our ratings on the second-
and third-lien senior secured notes because the company repaid
these notes," S&P related.

"The downgrade was driven by Hovnanian's declining cash position
as the company invests in land and new communities as a way to
bolster gross profits," said credit analyst George Skoufis. "We
also believe the housing recovery will be weaker and more
protracted than we previously expected. As a result, the company
will be challenged to ultimately address its highly leveraged
balance sheet if it does not begin to improve profitability."

"The negative outlook reflects the company's constrained liquidity
and our view that Hovnanian's cash position will diminish if the
company continues investing in new land while demand remains low
and the company continues generating losses. We will lower our
ratings further if housing operations continue to burn cash and
the company cannot raise additional capital or we believe another
distressed debt exchange is likely. We would consider raising
our ratings on Hovnanian if housing demand strengthens such that
volume levels grow to support the company moving toward
profitability, which would better position Hovnanian to ultimately
recapitalize its balance sheet," S&P stated.


JACKSON GREEN: Returns to Ch. 11; Lender Wants Case Dismissed
-------------------------------------------------------------
Jackson Green LLC, the Minocqua, Wisconsin-based owner of a
commercial building and parking lot in Chicago, has filed for
Chapter 11 protection (Bankr. W.D. Wisc. Case No. 11-14038) in Eau
Claire, Wisconsin, on June 23, 2011.

Wells Fargo Bank NA immediately filed a motion to dismiss the new
reorganization, just a day after the Chapter 11 filing.

Jackson Green first sought Chapter 11 protection in 2009 and
emerged from bankruptcy in May the next year.  The prior plan
essentially reinstated almost $20 million in debt owing to Wells
Fargo Bank, as agent for the secured lender in a securitization.

The bank, in its motion to dismiss the new case, said the
reorganized debt was in default and the owner filed bankruptcy
again one day before a hearing in state court to appoint a
receiver to take over the property pending foreclosure.  Wells
Fargo cited the prior Chapter 11 plan, which said the bank could
foreclose were there another default on the debt.  A hearing date
hasn't been set as yet for the bank's dismissal motion.


JCK HOTELS: Files Schedules of Assets and Liabilities
-----------------------------------------------------
JCK Hotels, LLC, 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               $18,000,000
  B. Personal Property            $1,611,552
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $14,590,918
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $44,119
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $339,042
                                 -----------      -----------
        TOTAL                    $19,611,552      $14,974,079

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., at Gordon &
Rees LLP, serves as bankruptcy counsel.  While no formal appraisal
has been done recently, the Debtor believes the fair market value
of both Hotels exceeds $18 million.  The petition was signed by
Charles Jung, managing member.


JER INVESTORS: May Have to File for Ch. 7 or Ch. 11 Bankruptcy
--------------------------------------------------------------
Jonathan O'Connell at the Washington Post Capital Business reports
that JER Investors Trust, its stock already trading at less than a
dime, said in a company update and review of its business in 2010
that it may have to file for bankruptcy protection.

According to the report, JER Investors Trust is managed by an
affiliate of JER Partners, the private commercial real estate Mr.
investment management company founded by Joseph E. Robert Jr.
Robert, who built a fortune in Washington real estate in the early
1990s, is executive chairman of JER Partners and chief executive
and chairman of the board at JER Investors Trust.

The report says, if JER Investors Trust remains unable to make
payments, the statement read, "the company may have to negotiate a
settlement with such creditors, recapitalize, refinance its
obligations, sell some or all of its assets at prices below
current estimated fair value or seek to reorganize under Chapter
11 or liquidate under Chapter 7 of the United States Bankruptcy
Code."

Mr. O'Connell says the problems stem from being short on cash and
defaulting on loan payments related to bets on commercial real
estate, including defaults on a number of debts related to complex
financial instruments and commercial mortgage-backed securities,
such as interest rate swap obligations and collateralized debt
obligations.

The firm's unrestricted cash balance dwindled from $1.7 million at
the end of 2010 to $1.4 million on May 31 of this year and the
company's stock, which traded at over $200 a share through 2007,
closed June 30 trading at $0.07, notes Mr. O'Connell.

JER Investors is a publicly traded firm founded in McLean in 2004.


JOHNSON COUNTY: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Johnson County Gas Company, Inc.
        P.O. Box 339
        Harold, KY 41635

Bankruptcy Case No.: 11-70410

Chapter 11 Petition Date: June 27, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Kentucky (Pikeville)

Judge: Joseph M. Scott Jr.

Debtor's Counsel: W. Thomas Bunch, II, Esq.
                  BUNCH & BROCK, ATTORNEYS-AT-LAW
                  271 West Short Street, Suite 805
                  P.O. Box 2086
                  Lexington, KY 40588-2086
                  Tel: (859) 254-5522
                  E-mail: tom@bunchlaw.com

Scheduled Assets: $207,112

Scheduled Debts: $2,450,685

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/kyeb11-70410.pdf

The petition was signed by Bud Rife, president.


KB HOME: S&P Affirms 'B+' Corp. Credit Rating; Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Los
Angeles-based KB Home to negative from stable. "We affirmed our
'B+' corporate credit rating and our 'B+' ratings on roughly $1.6
billion of senior unsecured notes. The recovery rating is
unchanged at '4'," S&P said.

"The outlook revision to negative reflects the risk that the cash
settlement, a pending maturity, and working capital needs could
constrain the homebuilder's financial flexibility," said credit
analyst James Fielding.

"Our ratings on KB Home reflect large accumulated losses in recent
years that eroded shareholder equity and contributed to the
homebuilder's current highly leveraged financial profile. Our fair
business risk assessment reflects our view that KB Home's solid
market position in certain key metropolitan areas and its well-
designed entry level homes are long-term competitive advantages
over other homebuilders. However, we expect that the company's
narrow focus on the currently credit-constrained first-time
homebuyer will temper sales growth in the near term-despite its
aggressive drive to open new communities."

                          Outlook

"Our negative outlook reflects the risk that the South Edge LLC
joint venture cash settlement, the August 2011 debt maturity, and
working capital needs including community opening costs could
constrain the homebuilder's financial flexibility. We would lower
our rating on KB Home by one notch if the company is unable to
access additional liquidity sources or if it uses cash for
community expansions such that it ends the fiscal year with less
than $500 million of unrestricted cash," S&P said.


KIK CUSTOM: Moody's Affirms 'Caa1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed KIK Custom Products, Inc.'s
Caa1 Corporate Family Rating and Probability of Default Rating and
assigned a B2 rating on the company's $80 million senior secured
first lien term loan add-on due 2014. Proceeds of the upsized
credit facility will be used to fund the company's acquisition of
Chem Lab Products, Inc., a manufacturer of branded and private
label swimming pool chemical and cleaning products and accessories
under the Kem Tek brand name. The outlook remains stable.

The affirmation of the company's Caa1 rating reflects its still
high levels of debt and slow pace of deleveraging. While the
acquisition of Chem Lab provides some critical, higher margined
product diversification, the company's operating performance and
credit metrics are likely to be challenged in the near term due to
escalating raw material costs and the uncertainty surrounding
pricing flexibility given a formidable branded competitor and
price conscious consumer. Although earnings improvements from a
series of company-wide restructuring initiatives and better
product mix under its Custom division could partially offset the
effects of input cost inflation, Moody's anticipates that credit
metrics will likely deteriorate in the next twelve months.

RATINGS RATIONALE

KIK's Caa1 rating is driven by its high leverage of over 7.7 times
(for the LTM period ending April 2, 2011), its participation in
the highly competitive bleach segment, and its relatively weak
pricing flexibility due to the presence of a significantly larger,
better resourced branded competitor. Despite the less
discretionary nature of many of its products, revenue growth may
be more challenging and profit margins will likely decline as raw
material costs remain high and U.S. economy remains challenged.
Moreover, restructuring costs from efficiency initiatives and the
closing of facilities could materially affect profitability in the
short term. Notwithstanding these concerns, the rating is
supported by the company's approximately 30% share of the domestic
retail bleach market, its position as the largest contract
manufacturer for major consumer product companies, a diverse
customer base, the vertical integration of its bleach
manufacturing facilities, the relative stability of its end
markets, and significant barriers to entry, enhanced by a non-
compete agreement with private-label competitors.

"We believe that the acquisition is reasonably priced, fits well
with KIK's existing product portfolio and represents an
opportunity to expand Chem Lab's product distribution nationwide,"
says Moody's Vice President and Senior Credit Officer Janice
Hofferber. With operating margins well above KIK's core business
at approximately 15%, Moody's does not expect the acquisition to
add to company's already high leverage. "Despite the benefits
provided by the acquisition, cost pressure and slower revenue
growth in KIK's core bleach business will materially impact credit
metrics such that leverage will likely approach 9.0 times in the
next twelve months," adds Ms. Hofferber.

A significant deterioration in operating performance, demonstrated
by volume declines and margin contraction such that debt-to-EBITDA
approaches 10 times or free cash flow turns negative, could lead
to a downgrade. A materially negative change in the company's
liquidity profile, including reduced financial covenant cushion,
could also lead to a downgrade.

An upgrade for KIK could be merited once the company proves its
ability to generate sustainable positive free cash flow and reduce
leverage well below 9.0 times, signifying a sustainable capital
structure.

These ratings were assigned:

   -- $80 million senior secured first lien term loan add-on due
May 2014 at B2 (LGD3, 32%)

These ratings of KIK were affirmed/LGD assessments revised:

   -- Corporate Family Rating of Caa1;

   -- Probability of Default Rating of Caa1;

   -- $55 million senior secured revolving credit facility due
May 2013 at B2 (LGD3, 32%);

   -- $396 million first lien senior secured term loan due
May 2014 at B2 (LGD3, 32%); and

   -- $235 million second lien senior secured term loan due
November 2014 at Caa2 (LGD5, 79%).

The principal methodology used in rating KIK Custom Products, Inc.
was the Global Packaged Goods Industry Methodology, published July
2009. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Headquartered in Ontario, Canada, KIK Custom Products Inc.
manufactures a variety of household cleaning, personal care, over-
the-counter and prescription drug product lines. The private label
bleach business manufactures retail-branded bleach and other
household liquid cleaners for a wide variety of supermarket
companies and other mass merchandisers, while the contract
manufacturing business primarily produces aerosol and liquid
products for leading branded consumer product companies. The
company established operations in 1991 as a supplier of retailer
branded bleach to large retailers including Wal-Mart, but expanded
through acquisitions. The 2005 acquisitions of CCL Custom
Manufacturing and APG Group were platforms for expansion into
contract manufacturing. KIK is wholly-owned by entities controlled
by Caxton-Iseman, L.P. and Caxton-Iseman II, L.P. The company
reported sales of approximately $1.2 billion for the twelve month
period ended April 2, 2011.


LAS VEGAS MONORAIL: Heading for Sept. 14 Confirmation
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Bankruptcy Court for the District of Nevada
will convene a hearing Sept. 14 to consider confirmation of the
Chapter 11 plan of Las Vegas Monorail Co.  The confirmation
hearing will continue Sept. 16 and 19, if needed.

At the June 29 hearing, the bankruptcy judge in Las Vegas said he
would approve the disclosure statement when changes are made,
according to the report.

The Plan provides for these terms:

   * Unsecured creditors, with claims totaling as much as
$175,000, are to be paid, in installments over a year, the lesser
of (i) 100% of their allowed claims or (ii) pro rata share of
$175,000.

   * Holders of $500 million in first-lien bonds would receive (i)
$15 million in new 10% first-lien notes to mature in June 2019
(under which Monorail can elect to pay interest with more notes
through 2014); and (ii) $19.5 million in second-lien notes to
mature in June 2019.  For their unsecured deficiency claim, the
first-lien bondholders are in a separate class that would receive
$10 million in third-lien notes that likewise pay interest with
more debt.

   * Holders of $158.7 million in second-tier bonds and $48.5
million in third-tier bonds receive nothing in the plan.

A full-text copy of the proposed Disclosure Statement accompanying
the Third Amended Plan filed prior to the June 29 hearing is
available for free at:

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

                   About Las Vegas Monorail

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

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

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


LEHMAN BROTHERS: Proposes to Implement Claim Determination Process
------------------------------------------------------------------
Lehman Brothers Holdings Inc. seeks court approval anew to
implement a process to determine the allowed amount of more than
21,000 proofs of claim for the purpose of voting and distribution
under its new Chapter 11 plan.

The claims totaling $55 billion are all based on structured
securities either issued or guaranteed by LBHI.  A list of these
claims is available for free at:

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

Prior to its bankruptcy, LBHI and its foreign affiliates issued
about 5,000 securities with a notional amount of more than $40
billion to investors.  Many of these securities were reportedly
complex structured notes which provide that the return to the
investors at maturity or the payment of periodic interest is
linked to the performance of an underlying asset or group of
assets.

Because the structured securities generally do not have indenture
trustees, it is the record holders and beneficial holders who are
responsible for filing proofs of claim based on those securities.

LBHI's lawyer, Alfredo Perez, Esq., at Weil Gotshal & Manges LLP,
in Houston, Texas, says the proposed process would ease the
administration of the proofs of claim without affecting the
rights of any claimant to dispute the company's proposed allowed
claim amounts.

Mr. Perez further says that the approval of the proposed process
is a central component of the settlement contemplated in LBHI's
new Chapter 11 plan and is a condition to its confirmation.

A full-text copy of the proposed order detailing the securities
claim determination process is available without charge at:

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

The Court will hold a hearing on July 20, 2011, to consider
approval of the proposed procedures.  The deadline for filing
objections is July 13, 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: To Terminate U.S. Bank Derivative Contracts
------------------------------------------------------------
Lehman Brothers Holdings Inc. seeks court approval to terminate
or reject its derivatives contracts with special purpose vehicles
and trusts administered by U.S. Bank National Association.

LBHI proposed to terminate or reject the contracts to fix the
amount owed by the company and Lehman Brothers Special Financing
Inc. under those contracts and limit any increase in damages that
could be claimed by the trusts, according to its lawyer, Robert
Lemons, Esq., at Weil Gotshal & Manges LLP, in New York.

Mr. Lemons further says the derivatives contracts with the trusts
"can never move in-the-money" to the Lehman units and some of
them have "extremely long maturities."

A list of the derivatives contracts is available for free at:

  http://bankrupt.com/misc/LBHI_TerminatedDC.pdf
  http://bankrupt.com/misc/LBHI_RejectedDC.pdf

LBHI also asks Judge James Peck to authorize the company to
settle the amounts due under those derivatives contracts that
will be terminated and to issue an order allowing the claim for
damages under the rejected contract.

The amounts to be settled under the terminated contracts have
reportedly been reviewed and agreed to by the Official Committee
of Unsecured Creditors.  Meanwhile, the amount of claim for
damages has been reviewed and determined to be fair to the trust
by an independent third party valuation agent hired by U.S. Bank,
according to Robert Hershan, managing director at Alvarez &
Marsal North America LLC.

The Court will hold a hearing on July 20, 2011, to consider
approval of the request.  The deadline for filing objections is
July 13, 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: LBI Trustee Seeks Confirmation on TBA Claims
-------------------------------------------------------------
James W. Giddens, as trustee for the liquidation of the business
of Lehman Brothers Inc. under the Securities Investor Protection
Act of 1970, asks the Court to confirm his determination that
claims related to unperformed forward contracts for the future
purchase or sale of "to be announced" U.S. agency debt
obligations are not customer claims under SIPA.

TBA Contracts are agreements in which parties promise to buy or
sell at a future date "to be announced" debt obligations of the
three U.S. government-sponsored agencies that issue or guarantee
mortgage-backed securities.  TBA Contracts are not traded on any
securities or commodities exchange or registered with the U.S.
Securities and Exchange Commission.  Rather, they are bilateral
agreements between arms-length counterparties, frequently
memorialized in an industry-standard contract, the Master
Securities Forward Transaction Agreement.

The Trustee denied customer treatment under SIPA and reclassified
as general creditor all damage claims arising from LBI's breach
of open TBA Contracts, James B. Kobak, Jr., Esq., at Hughes
Hubbard & Reed LLP, in New York, tells the Court.

Mr. Kobak asserts that the Trustee's determinations should be
confirmed for these reasons:

  (1) The TBA Claimants did not "entrust" cash or securities to
      LBI but merely exchanged promises to purchase or sell in
      the future; because no securities were "received, acquired
      or held" by LBI and no cash was deposited for the purchase
      of securities, the TBA Claimants lack essential elements
      of customer status under SIPA;

  (2) SIPA's legislative history shows that Congress considered
      and rejected a proposal to bring claims based on executor
      contracts, like the TBA Contracts in issue, within SIPA's
      definition of customer claims;

  (3) Even if SIPA's customer definition were met, established
      Second Circuit law holds that customer status must be
      denied where indicia of a fiduciary relationship did not
      exist;

         -- the relationship of the parties was contractual in
            nature and lacked the "usual fiduciary relationship"
            between a broker and its public customer; indeed,
            where applicable, the MSFTA actually disclaims any
            fiduciary relationship and contains other features
            that have been identified by the Second Circuit as
            inconsistent with SIPA customer status;

  (4) The Rule 15c3-3 of the Securities and Exchange Act --
      Customer Protection Rule -- mandates segregated custody of
      customer securities and special cash reserves for LBI's
      customer obligations, but does not require that any
      property be set aside for obligations under open TBA
      Contracts, and no property was in fact set aside by LBI to
      cover those obligations;

         -- accordingly, if the TBA Claims are deemed customer
            claims, property set aside for actual fiduciary
            customers of LBI under SEC rules will go instead to
            pay damages arising from LBI's breach of TBA
            Contracts;

         -- this outcome would be inequitable and unjust, and
            would defeat the purposes of SIPA and the SEC's
            Customer Protection Rule.

Objections to the Trustee's TBA claim determinations form the
most numerous category of disputed customer claims, representing
more than 649 claiming entities and thousands of contracts,
according to Mr. Kobak.  The Motion, he says, presents a factual
record based on four TBA Claims asserted by three prominent asset
management firms that are representative of this large group and
provide a sound basis to address the Trustee's legal
determination that claims based on open TBA Contracts are not
customer claims under SIPA.  These three asset management firms,
acting as agent for their account holders, assert the
Representative Claims as well as 241 of the other disputed TBA
Claims.

A full-text copy of the Motion with the schedule of affected
claims is available for free at:

            http://ResearchArchives.com/t/s?765e

Four professionals filed declarations in support of the LBI
Trustee's Motion for Determination:

  * Daniel T. McIsaac, a director with KPMG LLP, said the
    Customer Protection Rule did not required LBI to set aside
    any reserves or segregate any securities corresponding to
    LBI obligations under open Contracts prior to their
    Settlement Date.

  * William Burke, a consultant to the LBI Trustee, related that
    it was not the practice of LBI to reserve any cash or to
    maintain possession or control of securities corresponding
    to LBI's obligations under open TBA Contracts for purposes
    of the Customer Protection Rule.  He said that, as of
    Sept. 19, 2008, no cash was reserved and no securities were
    held under Rule 15c3-e by LBI with respect to obligations
    under open TBA Contracts.

  * Tracy Smith, a consultant to LBI Trustee, explained the
    relevant LBI information systems and research into LBI books
    and records relating to the Representative Claimants' TBA
    Contracts and accounts.

  * Anson B. Frelinghuysen, an attorney at Hughes Hubbard & Reed
    LLP, whose declaration included documents relevant to the
    Determination Motion.

The LBI Trustee sought permission from the Court to file under
seal certain exhibits in the Smith and Frelinghuysen
Declarations.

                    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: Seeks Changes to Asset Disposal Process
--------------------------------------------------------
Lehman Brothers Holdings Inc. seeks a court order approving
changes to the process governing the company's various
transactions in connection with its real estate investments.

To recall, the U.S. Bankruptcy Court for the Southern District of
New York authorized the company and its affiliated debtors on
June 17, 2010, to follow certain procedures in disposing their
real estate assets and in making new or additional debt and
equity investments.

LBHI specifically asks for approval to expend funds in connection
with any real estate investments without the need to provide
notice to any party or get court approval for these purposes:

  (i) ordinary course expenses required for the operation and
      management of a property or loan including real estate
      taxes and insurance premium payments; and

(ii) protective advances to cure a superior loan default in an
      amount up to and including $5 million, and for non-
      discretionary or emergency property related purposes.

The proposed changes, if approved, will not require the company
to get court approval for new investments of more than $5 million
but less than or equal to $25 million in connection with real
estate investments of more than $100 million.  Instead, those new
investments will be subject to the approval and objection rights
of the Official Committee of Unsecured Creditors in accordance
with the procedures.

LBHI will also continue to file a quarterly report of all new
investments.  However, instead of identifying the value of the
real estate investment underlying each new investment, the
company will provide a range of values corresponding to the
thresholds in the procedures under which the value of the real
estate investment falls.

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, says that contrary to what the ad hoc group of Lehman
Brothers creditors asserts, the proposed changes to the reporting
requirements won't reduce the disclosures required of the
company.  She points out that they will merely replace one
informational metric with an alternative measure.

The ad hoc group opposes the proposed changes out of concern that
the disclosures to be made will be reduced as LBHI will no longer
be required to identify the value of the real estate investment.

Ms. Marcus also says the changes to the reporting requirements
are limited and maintain the same level of transparency as those
approved by the Court in its prior order.

The Creditors' Committee supports the approval of the proposed
changes to the procedures, saying it will "better preserve the
value of the real estate investments."

                    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: Wins Approval for Urbanism Sharing Agreement
-------------------------------------------------------------
On November 17, 2005, Lehman Brothers Holdings Inc. and Gables
Marquis, L.L.C., entered into a construction loan agreement,
pursuant to which LBHI agreed to make a loan to Gables Marquis
for the construction of a condominium project.  Gables defaulted
on the Gables Loan, and LBHI has declared the full amount
remaining due under the Gables Loan due and payable.

In February 2008, Urbanism-Coral Way, LLC, the initial seller of
the land to Gables Marquis, filed a lawsuit against Gables
Marquis and LBHI in the Florida State Court alleging that, among
other things, Gables Marquis owes Urbanism a payment of $1
million as deferred purchase price for the land.  Urbanism sought
to establish and foreclose upon a priority equitable lien, in the
amount of $1 million, against certain condominium units in the
Gables Project.  Soon thereafter, LBHI filed a separate action
against Gables Marquis, Urbanism and other parties-in-interest in
the Florida State Court seeking to foreclose on its mortgage
against the Gables Project.  The Foreclosure Action currently is
pending.

Prior to the Petition Date, LBHI and Urbanism resolved their
issues by executing a settlement agreement.  LBHI agreed to pay
Urbanism $150,000, and Urbanism agreed to withdraw the Urbanism
Litigation with prejudice and consent to the Foreclosure Action.
As part of the Settlement Agreement, the Parties agreed to enter
into a sharing agreement to share the net proceeds of sales of
certain condominium units to the extent the buyers of the units
were procured by Urbanism.  Before the Petition Date, LBHI made
the Settlement Payment, Urbanism withdrew the Urbanism Litigation
with prejudice, and Urbanism filed a notice of consent to the
Foreclosure Action.  Although the Parties had finalized the terms
of an initial sharing agreement, they did not execute the Initial
Sharing Agreement prepetition.

Since the Petition Date, LBHI has continued to prosecute the
Foreclosure Action.  Urbanism has alleged that LBHI has defaulted
on the Settlement Agreement by failing to execute the Initial
Sharing Agreement and has sought to withdraw its consent to the
Foreclosure Action.  Urbanism has also filed a motion in the
Foreclosure Action to impose an equitable lien, for $150,000,
based on an alleged failure of LBHI to close a sale of a
condominium unit to a potential purchaser procured by Urbanism.
LBHI has challenged the merits of these filings.

LBHI and Urbanism have agreed to a settlement of their dispute,
which is to be effected primarily through LBHI's assumption of
the Settlement Agreement.  To cure the default under the
Settlement Agreement, LBHI proposes to enter into a revised
version of the Initial Sharing Agreement with Urbanism.
Consistent with its approach to dealing with foreclosures, LBHI
proposes to assign its interests in the Agreements as well as the
expected foreclosure judgment to FL 3232 Coral Way LLC, a non-
debtor special purpose entity wholly owned indirectly by LBHI.

Urbanism has alleged that the Gables Project is encroaching on
land owned by Urbanism.  The Alleged Encroachment dispute is
currently between Urbanism and the Gables Receiver.  If Coral Way
takes title to the Gables Project, however, it may need to
resolve the Alleged Encroachment.

Accordingly, sought and obtained authority to:

  (a) assume the Settlement Agreement and assign its interests
      therein to Coral Way; and

  (b) enter into the Sharing Agreement with Urbanism.

LBHI also seeks authority, if necessary, for LBHI or Coral Way,
as applicable, to resolve the Alleged Encroachment, provided that
any payment by LBHI or Coral Way to resolve the Alleged
Encroachment will be subject to approval from the Official
Committee of Unsecured Creditors, upon reasonable notice, if the
payment has not been authorized by any other order of the Court.

Given the expense, delay and risks attendant to litigating these
matters, LBHI believes that its proposed transactions represent
its best opportunity to maximize recoveries from its interests in
the Gables Property for its bankruptcy estate and creditors.

                     Proposed Transactions

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, contends that the Proposed Transactions will (i) enable
LBHI to benefit from the terms of the Settlement Agreement, (ii)
resolve the Urbanism Equitable Liens, and (iii) permit LBHI to
proceed with the Foreclosure Action.

The salient terms of the Proposed Transactions are:

  -- Assumption of the Settlement Agreement;
  -- Entry into the Sharing Agreement;
  -- Transfer of Foreclosure Judgment to Coral Way; and
  -- Assignment of the Agreements to Coral Way.  LBHI will
     assign all of its rights and interests in the Agreements to
     Coral Way.  Upon the assignments, LBHI will be released of
     any and all obligations under the Agreements.

                    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)


LEVEL 3: John Griffin Discloses 4.88% Equity Stake
--------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, John A. Griffin and his affiliates disclosed
that they beneficially own 83,164,130 shares of common stock of
Level 3 Communications, Inc., representing 4.88% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/V5IJq7

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.

The Company's balance sheet at March 31, 2011, showed
$8.80 billion in total assets, $9.06 billion in total liabilities,
and a $265 million total stockholders' deficit.


LOS ANGELES DODGERS: Organizational Meeting on July 13
------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, held an
organizational meeting on July 11, 2011, at 1:00 p.m. in the
bankruptcy case of Los Angeles Dodgers LLC., et al.  The meeting
will be held at:

   DoubleTree Hotel Wilmington
   700 N. King Street
   Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

              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.


LOS ANGELES DODGERS: MLB Takeover Inevitable, Attorneys Say
-----------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that the Los Angeles
Dodgers' bankruptcy filing is widely seen as a desperate move to
keep Major League Baseball from taking over the team, but
attorneys said the ploy will simply delay the inevitable once the
team exits bankruptcy protection.

"While the Dodgers are in bankruptcy, MLB's powers are going to be
circumscribed," Law360 quotes Douglas Furth, a bankruptcy partner
at Golenbock Eiseman Assor Bell & Peskoe LLP, as saying.  "But the
Dodgers can't stay in bankruptcy forever."

                  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.


LOS ANGELES DODGERS: Warns Monitor Not to Interfere With Team
-------------------------------------------------------------
The Los Angeles Dodgers professional baseball club wrote a letter
to the monitor appointed by Major League Baseball warning that
interference with operations of the team would constitute a
violation of a portion of bankruptcy law known as the automatic
stay, Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported, citing a person familiar with the document.

The MLB commissioner appointed the monitor before the team's
bankruptcy to manage business affairs.  The commissioner has
already said in a court paper that filing for bankruptcy was a
violation of the monitor's management rights.

Mr. Rochelle notes that the automatic stay under Section 362 of
the Bankruptcy Code prohibits interference with a business in
bankruptcy.  Another provision, Section 543, requires a
"custodian" to give up control of property after bankruptcy.

In response, MLB, according to Mr. Rochelle, can point to another
provision in Section 543 which permits a custodian to retain
property if the interests of creditors and the team's owner "would
be better served" by allowing the custodian to continue.

                   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.


LOS ANGELES DODGERS: MLB Settlement Paved Way for $60-Mil. Loan OK
------------------------------------------------------------------
The Los Angeles Dodgers won interim approval to borrow $60
million.  The loan will cover $40 million in payments the team
needs to make on June 30 and July 1.  Major League Baseball
withdrew its opposition to the loan after changes were made.  The
entire loan package of $150 million will return to court for
approval in July.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that before the settlement was negotiated outside the
courtroom, the team was proposing a loan from Highbridge Principal
Strategies LLC that carried a 10% interest rate and a $4.5 million
up-front fee. The commissioner offered the same loan, with no fee
and a rate 3 percentage points lower.  In the settlement, a
potential $4.5 million fee to the lender was reduced to $250,000,
and a requirement that television rights be sold within six months
was deleted.

According to the report, before settling their disputes on the
loan, the team and Baseball Commissioner Bud Selig laid out their
opposing positions on issues that may arise in coming weeks.
Where the team says Mr. Selig has a "deep-seated animus" against
the owner Frank McCourt, MLB alleges that Mr. McCourt "siphoned
off well over $100 million" and intends on using bankruptcy to
take out "millions more to be misappropriated for his personal
use."

Mr. Rochelle also discloses that while the team says Mr. Selig "is
eager to force a change of ownership," MLB says Mr. McCourt wants
to sell "valuable future broadcast rights to pay current expenses
and make significant proceeds available for personal use."  By
refusing before bankruptcy to approve a sale of television rights
and cutting "off the debtors' financing options," the team argues
that Mr. Selig gave the Dodgers "a stark choice: a distressed sale
of the team to a buyer approved by the Commissioner or a
bankruptcy filing."  Mr. Selig signaled he may file a motion to
have the Chapter 11 case dismissed.

                   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.


LOUISVILLE SYMPHONY: Set for Aug. 15 Plan Confirmation
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Louisville Symphony Orchestra scheduled an
Aug. 15 confirmation hearing for approval of the reorganization
plan after a hearing on June 28 where the bankruptcy judge gave
tentative approval for the explanatory disclosure statement.
The revised disclosure statement is to be filed by July 15.

Mr. Rochelle relates that the plan resulted from talks where the
two principal lenders, JPMorgan Chase Bank NA and Fifth Third
Bank, agreed to restructure the obligations owning them.  New
York-based JPMorgan will be paid $175,000 in satisfaction of a
$270,000 claim.  Unsecured creditors are to be paid 50 percent
over a year.

According to Dow Jones' DBR Small Caps, the Plan provides for
these creditor recoveries:

     -- Unsecured creditors would be paid about 50 cents of
        every dollar they're owed over a three-year period;

     -- The nearly $43,500 the orchestra owes in contributions
        to its musicians' pension plan would be paid in full;

     -- Lender Chase Bank will forgive half of its $350,000
        secured claim and will receive cash for the rest;

     -- Lender Fifth Third Bank will essentially donate funds
        that will be used to pay back most of its $155,000 claim;

     -- The Kentucky Center, whose stage the Louisville orchestra
        graces, will receive $2,000 a month for a year to cover
        lease payments.

                    About Louisville Orchestra

Based in Louisville, Kentucky, Louisville Orchestra, Inc. filed
for Chapter 11 bankruptcy protection on Dec. 3, 2010 (Bankr. W.D.
Ky. Case No. 10-36321).  Judge David T. Stosberg presides over the
case.  Daniel T. Albers, Jr., Esq., Mark A. Robinson, Esq., and
Robert Wagner, Esq., at Valenti Hanley & Robinson PLLC, represent
the Debtor.  In its schedules, Louisville Orchestra disclosed it
had $412,000 in assets and $1.4 million in liabilities.


LUBBOCK HOUSING: Moody's Lifts Rating on Refunding Bonds to Ba2
---------------------------------------------------------------
Moody's Investors Service has upgraded to Ba2 from Ba3 ratings on
the Lubbock Housing Finance Corporation Multi-family Revenue
Refunding Bonds (Las Colinas, Quail Creek and Parkridge Place
Apartment projects), Series 2002 A&B and to Ba3 from B1 rating on
Subordinate Series 2002C bonds. Approximately $11.22 million of
aggregate debt affected.

This rating action reflects continued sufficient rental revenue
and strengthened debt service coverage. The stable outlook
reflects Moody's expectation that the operating performance will
continue to remain at the current level in the near term.

All of the properties were built in 1983 and are located
approximately six miles southwest of the Lubbock central business
district. The neighborhood is largely residential, with
development along the South Loop 289 thoroughfare. Texas Tech
University is located within one to two miles of the submarket.

LEGAL SECURITY: The bonds are limited obligations payable solely
from the revenues, receipts and security pledged in the Trust
Indenture.

STRENGTHS

-- Continued sufficient operating performance at the property

-- Substantial excess contributions made by the owner to the
   reserve and replacement fund

CHALLENGES

-- Continued low occupancy, albeit improved from the prior year,
   at one of the properties

-- Volatile financial performance over the past few years

DETAILED CREDIT DISCUSSION

The operating performance of the three properties is stabilizing
based on the improved debt service coverage in FY2010. The average
occupancy in 2010 at the Quail Creek and Las Colinas continues to
remain high at 97% and 96%, respectively, while the occupancy at
Parkridge was substantially weaker at 88%.

The debt service coverage ratio (DSCR) derived from 2010 audited
financial statements reflects debt service coverage of 1.62x and
1.51x for senior and subordinate debt, respectively. The increase
in coverage levels is primarily attributed to an increase in
revenues and a decrease in 2010 operating expenses. While the debt
service coverage improved in 2010 compared with the prior year,
the volatility in the operating performance of the three projects
remains. The owner has been making substantial contributions to
the reserve and replacement fund in excess of the Indenture
requirement. Moody's considers the owner's investment in the
property a strength as it improves the property's attractiveness.
Moody's also recognizes this is not a requirement and the
contributions cannot be counted on in the future.

Outlook

The revised stable outlook reflects Moody's expectation of
continued adequate operating performance at the properties over
the near term.

What could change the rating - UP

-- Continued increase in debt service coverage and stabilization
   of the projects.

-- Improved occupancy at the Parkridge project.

What could change the rating - DOWN

-- Decline in the operating performance of the properties,
   resulting in deterioration of the debt service coverage on the
   bonds.

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


MARKETING WORLDWIDE: Receives $250,000 from Sale of Debenture
-------------------------------------------------------------
Marketing Worldwide Corporation entered a Securities Purchase
Agreement with an accredited investor.  The Company received
$250,000 in gross proceeds from the sale of a $250,000 face amount
Senior Convertible Debenture due July 1, 2012, and Common Stock
Purchase Warrant for 6,250,000 shares.  The Debenture is subject
to a 16% annual interest rate, payable quarterly in arrears, with
the first interest payment due on Jan. 1, 2012, and each quarter
thereafter until maturity.  The Company will use the proceeds for
working capital.  The conversion price for the Debenture is $.04
per share, subject to adjustment upon certain events.  The
exercise price for the Warrant is $.04 per share, subject to
adjustment upon certain events.

A full-text copy of the Securities Purchase Agreement is available
for free at http://is.gd/UzasbZ

                    About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

The Company's balance sheet as of March 31, 2011, showed
$1.64 million in total assets, $4.89 million in total liabilities,
$3.50 million in Series A convertible preferred stock, and a
stockholders' deficit of $6.75 million.

As reported in the Troubled Company Reporter on Jan. 24, 2011,
Marcum LLP, in New York, expressed substantial doubt about
Marketing Worldwide's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has a working capital deficiency and has suffered substantial
recurring losses from operations.


MAYHEW CREEK: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mayhew Creek Development LLC
        26 North Sixth Avenue, Suite 390
        St Cloud, MN 56301

Bankruptcy Case No.: 11-44363

Chapter 11 Petition Date: June 27, 2011

Court: U.S. Bankruptcy Court
       District of Minnesota (Minneapolis)

Debtor's Counsel: Sam Calvert, Esq.
                  SAM V. CALVERT ATTORNEY AT LAW
                  1011 2nd Street North, Suite 107
                  St. Cloud, MN 56303
                  Tel: (320) 252-4473
                  Fax: (320) 229-2190
                  E-mail: calcloud@gmail.com

Scheduled Assets: $802,000

Scheduled Debts: $1,321,341

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mnb11-44363.pdf

The petition was signed by Kevin Schmitz, chief manager.


MERIT GROUP: Court Approves July 20 Auction for All Assets
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized The Merit Group Inc., to sell substantially all of its
assets in an auction led by MG Distribution, LLC.

The Debtors scheduled a July 20, auction for the assets at the the
offices of McNair Law Firm, P.A., 1221 Main Street, Columbia,
South Carolina.  Competing bids were due July 15, at 5:00 p.m.
(Eastern Time).

Pursuant to a stalking horse agreement, MG Distribution agreed to
purchase the Debtor's assets for approximately $46,000,000 plus
other assumed liabilities plus cure amounts for leases and
executory contracts to be assumed by the Debtors and assigned to
the buyer (at closing or on or before Dec. 13, as to certain
unexpired leases of non-residential real property).

The Court authorized secured creditor Stonehenge Opportunity Fund
II, L.P., to credit bid at the auction.  In the Debtor's
schedules, it indicated that Stonehenge's claim is $12,276,642
secured by all property of the Debtor.

The Court will consider the sale of the assets to MG Distribution
or the  winning bidder at a hearing on July 21, at 10:00 a.m.

The agreement also provides that the successful bidder is required
to consummate the purchase of the assets by 11:59 p.m., on
Aug. 12.  If the successful bidder fails to timely consummate the
purchase of the assets, the Debtors, after consultation with the
Creditors' Committee and lender, Regions Bank, may designate the
next highest or otherwise best qualified bid (if any), as the
successful bid and the Debtors will be authorized, but not
required, to consummate the sale of the assets to the qualified
bidder that submitted the back-up bid by 11:59 p.m. on Sept. 1.

In the event of any competing bids for the assets, resulting in MG
Distribution not being  the successful buyer, it will receive a
breakup fee of $500,000 and expense reimbursement in the amount of
up to $750,000 for reasonable documented fees, costs and expenses,
to be paid at the time of the closing of the sale with such third
party buyer.

Morgan Joseph assisted the Debtor in marketing its assets.

                         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, and Alvarez & Marsal North
America, LLC, as financial advisors.  Merit Group disclosed
7,004,048 in assets and $66,609,946 in liabilities as of the
Chapter 11 filing.

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.  The Committee is represented by Cole,
Schotz, Meisel, Forman & Leonard, P.A.  The Committee tapped
McCarthy Law Firm LLC as co-counsel, J.H. Cohn LLP as its
financial advisor.


MERRITT AND WALDING: Can Access Bryant Bank Cash Collateral
-----------------------------------------------------------
On June 28, 2011, the U.S. Bankruptcy Court for the Southern
District of Alabama granted Merritt and Walding Properties, LLP
permission to use cash collateral of secured creditor Bryant Bank.

Bryant Bank is owed approximately $1,267,335.25, comprised of a
principal balance of $1,249,805.74, accrued interest of $16,279.51
and late charges of $1,250.00, as of the Petition Date, secured
by, among other things, certain of the Debtor's personal property,
and a first priority mortgage lien in the Debtor's properties
located in Mobile, Alabama, and Prichard, Alabama, including all
leases, rents, cash and accounts receivable, subject to Bryant's
security interest (the "Collateral").  The obligations are also
unconditionally guaranteed by Merritt Oil Co., Inc., Fred Raymond
Walding and Richard T. Merritt.

                     Bryant Bank's Objection

In its motion to prohibit use of cash collateral, Bryant Bank told
the Court that Debtor is not entitled to the use of cash
collateral because: 1) the Rents are not property of the Debtor's
estate under Section 541 of the Bankruptcy Code pursuant to
Bryant's prepetition termination of the Debtor's revocable license
to collect the Rents; and 2) the Collateral constitutes Bryant's
"cash collateral" under Section 363 of the Bankruptcy Code,
entitling Bryant to adequate protection under Section 361 of the
Bankruptcy Code.

Bryant Bank explains that under Alabama law it validly obtained
title to the Rents arising out of or related to the real
properties prior to the Petition Date, and therefore, such Rents
are not "property of the estate", but are the property of Bryant.

Bryant also contends that Debtor has failed to establish that its
use of the Collateral is necessary for its continued operations or
reorganization; thus, it is not permitted to use any of the
Collateral unless: 1) the Court, after notice and a hearing,
authorizes the Debtor to do so; and 2) Bryant is provided with
adequate protection under Sections 361 and 363 of the Bankruptcy
Code.

The Debtor disputes these allegations, citing that: 1) if the
notification of termination constitutes perfection of Bryant
Bank's lien on the Rents, then the same is a preferential transfer
voidable under Section 547 of the Bankruptcy Code, and
2) Bryant Bank has failed to perfect its lien against the rents.

The final hearing on the motion is scheduled for July 26, 2011, at
8:30 a.m.

In its motion to use cash collateral, Debtor said it needs to use
cash collateral to continue its operations, to pay adequate
protection payments, and to accumulate funds to fund its
future plan of reorganization.  Debtor proposes to to provide the
following as adequate protection of Bryant Bank's lien position:

a. Bryant Bank will have a perfected lien position on the
   postpetition rentals derived by Debtor from the Property to
   secure payment of the indebtedness owed it.

b. Debtor will pay as adequate protection payments, the amount of
   $9,000.00 per month, which shall include payment toward all
   required escrow payments, if any.

c. Debtor will comply with all of the other terms and conditions
   of the note, mortgage, and assignment of rents with respect to
   the Property.

               About Merritt and Walding Properties

Merritt and Walding Properties, LLP, in Pt. Clear, Alabama, filed
for Chapter 11 bankruptcy (Bankr. S.D. Ala. Case No. 11-02322) on
June 10, 2011.  Irvin Grodsky, P.C., serves as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated assets
and debts of $10 million to $50 million.  The petition was signed
by Richard T. Merritt and R. Fred Walding, as general partners.

An affiliate of the debtor, Richard T. Merritt (Bankr. S.D. Ala.
Case No. 11-00380) filed for bankruptcy on Feb. 1, 2011.

An Official Committee of Unsecured Creditors has not been
appointed.

Bryant Bank is represented by:

     Jayna Partain Lamar, Esq.
     J. Leland Murphree, Esq.
     Guy C. Oswalt, III, Esq.
     MAYNARD, COOPER & GALE, P.C.
     3 South Royal Street, 3rd Floor
     Mobile, AL 36602


MERUELO MADDUX: Shareholders' Competing Plan Approved
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Meruelo Maddux Properties Inc. is being taken over
under a Chapter 11 plan originally proposed by shareholders
Charlestown Capital Advisors LLC and Hartland Asset Management
Corp.

Mr. Rochelle relates that in approving the shareholder plan in a
confirmation order last week, the bankruptcy judge in Woodland
Hills, California, rebuffed the company's own reorganization plan.
A plan proposed by lenders Legendary Investors Group No. 1 LLC and
East West Bank was withdrawn.

In the fight for control, where creditors had the ability to vote
on three plans, Meruelo Maddux said it had incurred $17 million in
professional costs.  The confirmation hearings began in January
after the court allowed the filing of competing plan in May 2010.

                        About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
John N. Tedford, IV, Esq., and Enid M. Colson, Esq., at Danning
Gill, Diamond & Kollitz, LLP, in Los Angeles, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case.  In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


MGM RESORTS: Board to Amend Incentive Awards to Exec. Officers
--------------------------------------------------------------
The Compensation Committee of the Board of Directors of MGM
Resorts International determined to amend and clarify certain
terms of the following awards to reflect the Company's intent with
respect to the treatment of those awards upon certain events: (i)
Oct. 5, 2009, restricted stock unit grant to Robert H. Baldwin,
(ii) Oct. 13, 2008, Oct. 5, 2009, and Oct. 4, 2010, restricted
stock unit grants to Daniel J. D'Arrigo, (iii) Oct. 6, 2008,
restricted stock unit grant to Corey Sanders and (iv) Oct. 6,
2008, and the Oct. 13, 2008, restricted stock unit grants to
William J. Hornbuckle, in each case, under the Company's Amended
and Restated 2005 Omnibus Incentive Plan.  The amended terms
provide:

   Baldwin October 2009 RSU Award.  Upon termination of Mr.
   Baldwin's active employment due to death or disability (which
   also meets the definition of disability under Section 409A of
   the Internal Revenue Code of 1986, as amended), outstanding and
   unvested restricted stock units will immediately vest and will
   be paid, in accordance with the existing terms of such award,
   within 30 days following the vesting date.  Upon termination of
   Mr. Baldwin's active employment during the specified term, as
   defined in Mr. Baldwin's employment agreement in effect at the
   date of determination, without employer's good cause or for
   employee's good cause, restricted stock units will continue to
   vest during the remaining period of the specified term, if Mr.
   Baldwin remains on inactive status for such period, and will be
   paid, in accordance with the existing terms of such award,
   within 30 days following the applicable vesting date.
   Restricted stock units that vest immediately upon a change of
   control will be paid, in accordance with the existing terms of
   such award, within 30 days following the vesting date.

   D'Arrigo RSU Awards.  Upon termination of Mr. D'Arrigo's active
   employment during the specified term, as defined in Mr.
   D'Arrigo's employment agreement in effect at the date of
   determination, without employer's good cause, restricted stock
   units will continue to vest for the shorter of 12 months from
   the date that Mr. D'Arrigo is placed on inactive status or the
   remaining period of the specified term, if Mr. D'Arrigo remains
   on inactive status for such period, and will be paid, in
   accordance with the existing terms of such award, within 30
   days following the applicable vesting dates.  Restricted stock
   units that vest immediately upon a change of control will be
   paid, in accordance with the existing terms of such award,
   within 30 days following the vesting date.

   Sanders October 2008 RSU Award.  Upon termination of Mr.
   Sanders' active employment during the specified term, as
   defined in Mr. Sanders' employment agreement in effect at the
   date of determination, without employer's good cause,
   restricted stock units will continue to vest for the shorter of
   12 months from the date that Mr. Sanders is placed on inactive
   status or the remaining period of the specified term, if Mr.
   Sanders remains on inactive status for such period, and will be
   paid, in accordance with the existing terms of such award,
   within 30 days following the applicable vesting dates.  Upon
   termination of Mr. Sanders' active employment, on or prior to
   the first anniversary of a change of control, without
   employer's good cause, for employee's good cause, or on account
   of death or disability, restricted stock units which would have
   vested during the shorter of 12 months after the date of
   termination or the remainder of the specified term will
   immediately vest and will be paid, in accordance with the
   existing terms of such award, within 30 days following the
   vesting date.

   Hornbuckle 2008 RSU Awards.  Upon termination of Mr.
   Hornbuckle's active employment during the specified term, as
   defined in Mr. Hornbuckle's employment agreement in effect at
   the date of determination, without employer's good cause,
   restricted stock units will continue to vest for the shorter of
   12 months from the date that Mr. Hornbuckle is placed on
   inactive status or the remaining period of the specified term,
   if Mr. Hornbuckle remains on inactive status for such period,
   and will be paid, in accordance with the existing terms of such
   award, within 30 days following the applicable vesting dates.
   Upon termination of Mr. Hornbuckle's active employment, on or
   prior to the first anniversary of a change of control (which
   also meets the definition of a change in control event under
   Section 409A of the Code), without employer's good cause, for
   employee's good cause, or on account of death or disability,
   restricted stock units that would have vested during the
   shorter of 12 months after the date of termination or the
   remainder of the specified term will immediately vest and will
   be paid, in accordance with the existing terms of such award,
   within 30 days following the vesting date.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company's balance sheet at March 31, 2011, showed $18.76
billion in total assets, $15.84 billion in total liabilities and
$2.92 billion in total stockholders' equity.

The Company reported a net loss of $1.44 billion on $6.01 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.29 billion on $5.97 billion of revenue during the prior
year.

                          *     *     *

As reported by the Troubled Company Reporter on Oct. 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed the Issuer
Default Rating at 'CCC'.  MGM's 'CCC' IDR continues to reflect a
credit profile with substantial credit risk.  MGM's probability of
default still displays a high sensitivity to an uninterrupted
recovery in the Las Vegas market, significant reliance on a
favorable refinancing and capital markets environment due to its
heavy debt maturity schedule, a highly leveraged balance sheet
despite potential debt reduction from the equity issuance, and a
weak near-term free cash profile.  In addition, MGM's obligation
under the CityCenter completion guarantee continues to escalate,
and Fitch believes the company is currently under-investing in its
properties, which will likely impact asset quality.

As reported by the TCR on March 4, 2011, Moody's upgraded MGM
Resorts International's Corporate Family rating to B3 and its
Probability of Default rating to Caa1.  The upgrade reflects signs
of modest improvement in demand trends in Las Vegas, debt
repayment during 2010 from the proceeds of equity issuances, and
completion of a new multi-year financing package for CityCenter
(MGM's 50% owned project on the Las Vegas Strip.)


MILLENNIUM GLOBAL: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Petitioner: Michael W. Morrison
                       Joint Liquidator

Chapter 15 Debtor: Millennium Global Emerging Credit Master Fund
                   Limited
                   c/o KPMG Advisory Limited
                   Crown House, Par-la-Ville Road
                   Hamilton HM08, Bermuda

Chapter 15 Case No.: 11-13171

Chapter 15 Petition Date: June 30, 2011

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

Judge: Allan L. Gropper

Debtor's Counsel: Susheel Kirpalani, Esq.
                  Quinn Emanuel Urquhart & Sullivan LLP
                  51 Madison Avenue, 22nd Floor
                  New York, NY 10010
                  Tel: (212) 849-7000
                  Fax: (212) 849-7100
                  E-mail: susheelkirpalani@quinnemanuel.com

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

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

Affiliated that filed Chapter 15 petition:

   Debtor                                     Case No.
   ------                                     --------
Millennium Global Emerging Credit Fund Ltd.   11-13173
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000


MP-TECH: Court OKs Employment of Finley Colmer as Fin'l Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District Of Alabama has
approved MP-Tech America, LLC's application to to employ Finley
Colmer and Company, as financial advisor/broker for the debtor.

Finley Colmer will, among other things:

   -- market all of the Debtor's operating assets; and

   -- complete the marketing within four to five weeks from
      the date of the engagement.

The marketing effort is designed to determine if there are any
other qualified bidders to purchase the Debtor's operating assets
as a going concern within the shortest reasonable time.

Finley Colmer will be paid a fee based on its hourly rate which
are reduced hourly rates for this engagement.

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

                      About MP-Tech America

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.

The Debtor is represented by Michael A. Fritz, Sr., Esq., at Fritz
Hughes & Hill, LLC, in Montgomery, Alabama, and Joseph J. Burton,
Jr., Esq., at Burton & Armstrong, LLP, in Atlanta, Georgia.

EXIM Bank, Venture Express, Woori Bank, Sunkyoung, ICS & M, Inc.,
and Midsouth Employee Services Corp. were appointed members to the
Official Committee of Unsecured Creditors.  The Committee is
represented by Clark R. Hammond, Esq., and Lindan J. Hill, Esq.,
at Johnston Barton Proctor & Rose LLP, in Birmingham, Alabama.


MSR RESORT: Court Maintains Plan Filing Exclusivity
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that at a hearing last week, the bankruptcy judge rebuffed
a request by the Government of Singapore Investment Corp. for
authority to propose a reorganization plan.  The sovereign-wealth
fund holds $360 million in mezzanine debt.  Instead, the judge
allowed the resorts to maintain the exclusive right to propose a
reorganization.  Early in the case, the sovereign fund made an
unsuccessful offer to provide financing.  At the time, the fund
said it would buy the resorts for $1.475 billion.

                        About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by
the Paulson and Winthrop joint venture affiliates.  MSR Resort
Golf Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


NAT'L RETAIL PROPERTIES: Fitch Rates Preferred Stock at 'BB+'
-------------------------------------------------------------
Fitch Ratings assigns a 'BBB' rating to the $300 million 5.5%
coupon rate senior unsecured notes due July 15, 2021 issued by
National Retail Properties, Inc. The notes were issued at 98.577%
of par to yield 5.688% to maturity or 265 basis points over the
benchmark treasury rate.

NNN expects to use the net proceeds to repay borrowings on the
company's unsecured revolving credit facility, fund future
property acquisitions and for general corporate purposes.

Fitch currently rates National Retail Properties, Inc:

   -- Issuer Default Rating 'BBB';

   -- Unsecured Revolving Credit Facility 'BBB';

   -- Senior Unsecured Notes 'BBB';

   -- Senior Unsecured Convertible Notes 'BBB';

   -- Preferred Stock 'BB+'.

The Rating Outlook is Stable.

NNN is a fully-integrated real estate investment trust formed in
1984. NNN acquires, owns, invests in and develops properties that
are leased primarily to retail tenants under long-term triple-net
leases and primarily held for investment. As of March 31, 2011,
NNN owned 1,223 investment properties, located in 46 states with a
gross leasable area of approximately 13.3 million square feet. As
of March 31, 2011, NNN also owned 16 inventory properties
representing direct and indirect interests in real estate assets
acquired or developed primarily for the purpose of selling the
real estate.


NBC ACQUISITION: Expects to Report $98.3MM Net Loss in Fiscal 2011
------------------------------------------------------------------
In a regulatory filing Thursday, NBC Acquisition disclosed that
the filing of its annual report on Form 10-K for the fiscal year
ended March 31, 2011, will be delayed.  The Company said that it
has been required to devote a substantial portion of its personnel
and administrative resources, including the personnel and
resources of its accounting and financial reporting organization,
to matters relating to the the Company and Nebraska Book Company's
June 27, 2011 Chapter 11 bankruptcy filings.

Based on the Company's unaudited, preliminary results, the Company
expects to report a net loss of $98.3 million and revenues of
$598.4 million for fiscal 2011.  Revenue decreased by
$7.0 million, or 1.2%, from $605.5 million to $598.4 million,
primarily due to a decrease in same-store sales in the Bookstore
Division and lower unit sales in the Textbook Division.

Operating expenses increased $101.8 million, or 56.2%, from
$181.2 million to $283.0 million, primarily due to an
$89.0 million goodwill impairment charge and a $14.9 million
increase in selling, general and administrative expenses.

The impairment is primarily due to lower operating results.  No
impairment charge was recorded for fiscal 2010.

The financial results and financial position for fiscal 2011 are
unaudited and subject to change based on the completion of the
preparation of the Form 10-K.

                   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.


NEOMEDIA TECHNOLOGIES: To Sell $1.05-Mil. Debenture to YA Global
----------------------------------------------------------------
NeoMedia Technologies, Inc., entered into an agreement to issue
and sell to YA Global Investments, L.P., three secured convertible
debentures that, combined, will have an aggregate principal amount
of $1,050,000 upon their issuance.  Regarding each of the
individual Debentures, the Company agreed to issue and sell:

   (i) a secured convertible debenture in the amount of $250,000
       which the Buyer purchased and the Company issued on
       June 28, 2011;

  (ii) a secured convertible debenture in the amount of $450,000
       which the Company agreed to issue, subject to the Buyer's
       sole discretion to purchase and subject to the satisfaction
       of certain closing conditions, on or before July 15, 2011;
       and

(iii) a secured convertible debenture in the amount of $350,000
       which the Company agreed to issue, subject to the Buyer's
       sole discretion to purchase and subject to the satisfaction
       of certain closing conditions, on or before Aug. 15, 2011.

A full-text copy of the Debenture Agreement is available at no
charge at http://is.gd/kVVqXo

Pursuant to the Agreement, also on June 28, 2011, the Company
issued a warrant to the Buyer to purchase 3,000,000 shares of the
Company's common stock, par value $0.001 per share, for an
exercise price of $0.15 per share, a copy of which is available
for free at http://is.gd/WzemUm

The June Debenture will mature on July 29, 2012, and will accrue
interest at a rate equal to 14% per annum and that interest will
be paid on the Maturity Date in cash or, provided that certain
equity conditions are satisfied, in shares of Common Stock at the
applicable Conversion Price.

In connection with the Agreement, the Company also entered into
those certain Irrevocable Transfer Agent Instructions with the
Buyer, an escrow agent and WorldWide Stock Transfer, LLC, the
Company's transfer agent, a copy of which is available at no
charge at http://is.gd/WRcUCz

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company reported a net income of $35.09 million on
$1.52 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $67.38 million on $1.66 million of
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$8.26 million in total assets, $79.42 million in total
liabilities, all current, $7.52 million in Series C convertible
preferred stock, $2.50 million in Series D convertible preferred
stock, and a $81.18 million total shareholders' deficit.

Kingery & Crouse, P.A, in Tampa, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
accounting firm noted that the Company has suffered recurring
losses from operations and has ongoing requirements for additional
capital investment.


NET ELEMENT: TGR Capital Approves 2011 Equity Incentive Plan
------------------------------------------------------------
The majority stockholder of Net Element, Inc., TGR Capital, LLC,
signed a written consent approving the 2011 Equity Incentive Plan
of the Company.  A total of 150 million shares of common stock of
the Company may be issued under the Plan to directors, officers,
consultants, advisors or employees pursuant to incentive stock
options, nonqualified stock options or restricted stock grants
made in accordance with the terms and conditions of the Plan.
401,263,749 shares of common stock of the Company held by TGR
Capital, LLC, were voted for approval of the Plan pursuant to the
written consent.  In accordance with Rule 14c-2 under the
Securities Exchange Act of 1934, as amended, the approval of the
Plan will become effective no earlier than 20 calendar days after
an information statement is sent or given to the holders of record
of the Company's common stock as of the record date for the
mailing.

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

Daszkal Bolton LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about Net Element's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses and has an accumulated deficit
and stockholders' deficiency at Dec. 31, 2010.

The Company reported a net loss of $3.1 million on $242 of sales
for the nine-month period ended Dec. 31, 2010.  The Company had a
net loss of $6.6 million on $0 revenue for the twelve months ended
March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$1.75 million in total assets, $2.63 million in total liabilities,
and a $880,376 total stockholders' deficit.


NET TALK.COM: Amends Security Purchase Agreements with Investors
----------------------------------------------------------------
Net Talk.com, Inc., entered into a Second Amended and Restated
Security Agreement with an accredited institutional investor on
June 30, 2011.  Pursuant to the agreement the Company has amended
the existing Amended and Restated Security Agreement.

On June 30, 2011, the Company entered into a Second Amended and
Restated Registration Rights Agreement with an accredited
institutional investor.  Pursuant to the agreement, the Company
have amended the existing Registration Rights Agreement previously
reported.

On June 30, 2011, the Company entered into a $5,266,130 Security
Purchase Agreement with an accredited institutional investor.
Pursuant to the agreement, the Company executed a $5,266,130
Senior Debenture, thereby encompassing and cancelling our existing
demand notes and accrued interest with said investor.

The Series D1 through D4 Common Stock Purchase Warrants have been
amended to remove the cash redemption upon certain fundamental
transactions clause and to remove the full ratchet anti-dilution
contained within.  The Amended and Restated Security Agreement was
also amended to exclude the warrants as being secured by the
assets of the Company.

The Series E1 and E2 Common Stock Purchase Warrants certifies
that, for value received, Vicis Capital Master Fund, is entitled
to subscribe for and purchase from NetTalk.com, Inc., up to
21,064,520 and 1,000,000 shares, respectively of Common Stock, par
value $.001 per share, of the Company's common stock.

The holders of the convertible debentures, issued on Feb. 24,
2010, totalling $4,998,773 have elected to convert those
debentures into 19,995,092 shares of common stock pursuant to the
terms thereof.

A full-text copy of the Second Amended and Restated Security
Agreement is available for free at http://is.gd/6kRl1f

A full-text copy of the Second Amended and Restated Registration
Rights Agreement is available for free at http://is.gd/13Rsl3

A full-text copy of the Securities Purchase Agreement is available
at no charge at http://is.gd/bmVXvl

A full-text copy of the Amended and Restated Series D1 through D4
Common Stock Purchase Warrant is available at no charge at:

                        http://is.gd/eIHD09

A full-text copy of the Series E1 Common Stock Purchase Warrant
Agreement is available for free at http://is.gd/OLTG5Q

A full-text copy of the Series E2 Common Stock Purchase Warrant
Agreement is available for free at http://is.gd/bELtYy

A full-text copy of the 12% Senior Secured Debenture is available
at no charge at http://is.gd/wYhHtZ

                        About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
who provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol ("VoIP") technology, session initiation
protocol ("SIP") technology, wireless fidelity technology,
wireless maximum technology, marine satellite services technology
and other similar type technologies.

The Company's balance sheet at March 31, 2011, showed
$4.74 million in total assets, $38.27 million in total
liabilities, all current, $2.55 million in redeemable preferred
stock $0.001 par value, and a $36.09 million total stockholders'
deficit.

Net Talk.com reported a net loss of $6.31 million on $737,498 of
revenues for the fiscal year ended Sept. 30, 2010, compared with a
net loss of $2.74 million on $115,571 of revenues in fiscal 2009.


NORTEL NETWORKS: Cassidy Turley OK'd as Santa Clara Asset Broker
----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Nortel Networks, Inc., at el., to employ
Cassidy Turley CPS as broker in connection with the negotiation of
the sublease of certain real property located in Santa Clara,
California.

Cassidy Turley will be compensated for fees and reimbursed for
expenses in accordance with the Bankruptcy Code.  For avoidance,
the rate on a monthly sublease will be 50% of the first full month
of the base month of the base monthly rental payment and not to
exceed $6,000.

As reported in the Troubled Company Reporter on June 15, 2011, the
Debtors will pay Cassidy Turley a 3% commission rate for listing
agent and a 6% commission rate for procuring agent.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.  So
far, Nortel has raised $3.2 billion by selling its operations
as it prepares to wind up a two-year liquidation due to
insolvency.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.

In June 2011, Nortel will auction off its remaining patent
portfolio.  Google Inc. is the lead bidder with a $900 million
offer.


NORTEL NETWORKS: Gets Dec. 14 Extension of Stay Period Under CCAA
-----------------------------------------------------------------
Nortel Networks Corporation's principal operating subsidiary
Nortel Networks Limited and its other Canadian subsidiaries that
filed for creditor protection under the Companies' Creditors
Arrangement Act (CCAA) have obtained an order from the Ontario
Superior Court of Justice (Canadian Court) further extending, to
December 14, 2011, the stay of proceedings that was previously
granted by the Canadian Court.  The purpose of the stay of
proceedings is to provide stability to the Nortel companies to
continue with their divestiture and other restructuring efforts
and to continue to work toward the development of a plan of
arrangement under CCAA.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.
Marites O. Claro


NORTHERN BERKSHIRE: Court OKs Claims Agent Hiring
-------------------------------------------------
Northern Berkshire Healthcare, Inc., and its debtor-affiliates
sought and obtained Bankruptcy Court permission to employ GCG,
Inc., aka The Garden City Group, as their claims, noticing, and
balloting agent.

GCG received a $40,000 retainer from the Debtors prior to the
Petition Date.  GCG's resume includes serving as claims and
noticing agent in the bankruptcy cases of Motors Liquidation
Company (formerly known as the General Motors Company),
Bearingpoint, Inc., Fortunoff Holdings, LLC, Start Tribune
Holdings Corporation, Lenox Sales, Inc., Oscient Pharmaceuticals
Corporation, and many others.

Northern Berkshire Healthcare said retaining GCG will ease a
significant administrative burden of both the Debtors as well as
the Clerk of Court  The Debtors have hundreds of creditors; if GCG
is not retained, the Clerk will spend significant time receiving,
organizing, and filing countless proofs of claim.  Retaining GCG
will also reduce a burden on the Debtors, which would otherwise
have to spend valuable time and resources sending notices to its
creditors on a regular and timely basis.

GCG may be reached at:

          Jeffrey S. Stein
          GCG INC.
          1985 Marcus Ave
          Lake Success, NY 11042
          Tel: 631-470-5000
          E-mail: jeff.stein@gcginc.com

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.

Northern Berkshire estimated $1 million to $10 million in assets,
and $50 million to $100 million in debts.  North Adams estimated
$10 million to $50 million in assets, and $50 million to $100
million in debts.  The petition was signed by William F. Frado,
Jr., president.

An official unsecured creditors' committee has been named in the
case.


NORTHERN BERKSHIRE: U.S. Trustee Names 5-Member Creditors Panel
---------------------------------------------------------------
William K. Harrington, the United States Trustee for Region 1,
appointed five members to the official unsecured creditors'
committee in the bankruptcy cases of Northern Berkshire
Healthcare, Inc.:

          (1) McKesson Drug Co.
              c/o Paul Federico
              280 Dividend Road
              Rocky Hill, CT 060067
              Tel: 860-258-7232
              Fax: 860-258-7217
              E-mail: paul.federico@mckesson.com

          (2) Williamstown Medical Associates, PC
              c/o Anthony Smeglin, MD, President
              197 Adams Road
              Williamstown, MA 01267
              Tel: 413-458-8182
              Fax: 413-664-5772
              E-mail: asmeglin@wmamed.com

          (3) Sodexo USA f/k/a Sodexho USA
              c/o Brad Hamman
              283 Cranes Roost Blvd., Suite 260
              Altamonte Springs, FL 32701
              Tel: 407-339-3230
              Fax: 407-260-2305
              E-mail: brad.hamman@sodexo.com

          (4) 1199 SEIU United Healthcare Workers
              East MA Division
              c/o Tyrek Lee, Sr., Vice President
              150 Mount Vernon Street, Suite 300
              Dorchester, MA 02125
              Tel: 617-284-1199
              Fax: 617-474-7150
              E-mail: tyrek.lee@1199.org

          (5) National Wound Care & Hyperbaric Services, Inc.
              c/o Rodger Hochman, Secretary & General Counsel
              4850 T-Rex Avenue, Suite 300
              Boca Raton, FL 33431
              Tel: 561-994-1174
              Fax: 561-994-0182
              E-mail: rodger.hochman@nationalhealing.com

The U.S. Trustee held an organizational meeting to form a
creditors' committee on June 20 in Springfield.

The U.S. Trustee is represented by:

              Richard T. King, Esq.
              Assistant U.S. Trustee
              United States Department of Justice
              Office of the United States Trustee
              446 Main Street, 14th Floor
              Worcester, MA 01608
              Telephone: (508) 793-0555
              Facsimile: (508) 793-0558
              E-mail: richard.t.king@usdoj.gov

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire estimated $1 million to $10 million in assets,
and $50 million to $100 million in debts.  North Adams estimated
$10 million to $50 million in assets, and $50 million to $100
million in debts.  The petition was signed by William F. Frado,
Jr., president.


NORTHERN BERKSHIRE: Final Cash Collateral Hearing on Thursday
-------------------------------------------------------------
Northern Berkshire Healthcare, Inc., will return to the Bankruptcy
Court on July 7, 2011, at 2:30 p.m. to seek final approval of its
request to use cash collateral securing obligations to its
prepetition lenders.

One day after filing for bankruptcy, the Debtors won interim
authority to use cash collateral for a limited period to fund
their Chapter 11 case.

As reported by the Troubled Company Reporter on June 17, the
Debtors' CFO Christopher L. Hickey said, "The Debtors have been
under increasing financial distress for many years.  The primary
factors causing this distress are the Debtors' over-leveraged
balance sheet, combined with losses associated with the [Sweet
Brook Transitional Care & Living Centers, a 184-bed skilled
nursing facility, and Sweetwood Continuing Care Retirement
Community] prior to their sale, and the decline in the Debtors'
revenues due to national and local economic factors beyond their
control. These financial pressures have resulted in operational
losses which have, over time, significantly eroded the Debtors'
available working capital."

For fiscal year 2010, the Debtors recorded, on a consolidated
basis, revenues of approximately $68.5 million versus operating
expenses of $74.8 million.  The Debtors recorded a net loss of
approximately $14.2 million in fiscal year 2010 and $15.1 million
in fiscal year 2009, and net gains of $1.7 million and $767,000 in
fiscal years 2008 and 2007 respectively.

NARH has a defined benefit pension plan, the North Adams Regional
Hospital Retirement Income Plan, which the Debtors estimate is
underfunded by approximately $20.1 million as of Sept. 30, 2010.
The Debtors have determined that a distressed termination of the
Defined Benefit Plan, which has 696 participants, is necessary,
along with a significant reduction in the Debtors' long-term
secured debt obligations, for the Debtors to reorganize
successfully.

The Debtors negotiated terms of a Chapter 11 plan with
Nuveen Investments and certain of its affiliates, which hold
majority of the Debtors' bonds, and ACA Financial Guaranty
Corporation, which insures those bonds.  However, the parties did
not come to terms.

Specifically, on June 9, 2011, the Debtors received a formal term
sheet proposal for a restructuring from Nuveen and ACA.  The term
sheet provided for a reorganization in bankruptcy through a plan
process.  Once again, the term sheet pressed an approach in which
the full amount of the Bonds would be reinstated, with debt
service forgiveness being provided for a period of time. The term
sheet also provided for a CRO that would have full authority over
the chapter 11 plan and budgeting and expenditure issues.  The
term sheet also provided for unsecured creditors to receive a
five-year note in an amount to be negotiated.  However, the
Debtors say the terms proposed were unworkable.

The Debtors said they commenced the Chapter 11 cases to "start the
process of moving forward to a resolution (whether consensual or
not) and to involve other necessary parties in the discussion,
such as the PBGC."

In papers filed on the petition date, the Debtors said they
currently have $4,592,365 in cash, which represents 16 days cash
on hand, a critical level for an operating hospital.

The majority of the Debtors' assets are subject to liens, many of
which are under-secured, and the Debtors do not anticipate they
will be able to secure debtor in possession financing.

The Debtors sought immediate use of cash collateral to maintain
their medical operations.  "Absent the use of cash collateral, the
Debtors will be forced to cease operations, destroying the
Debtors' going-concern value to the detriment of the Debtors,
their estates, and their creditors," Mr. Hickey said.

According to the Debtors, Wells Fargo & Company, in its capacity
as Master Trustee under a 1999 Master Trust Indenture, as amended
and restated, has consented to the use of cash collateral under
the conditions set forth in the Master Indenture.

Wells Fargo's interest in the Cash Collateral arises from the
collateral pledges made by the Debtors under the Master Indenture
for the benefit of certain tax-advantaged bonds.  One series of
bonds was issued by the Massachusetts Development Finance Agency
in 1999 -- MDFA Bonds -- and The Bank of New York acted as the
bond trustee.  As of May 31, 2011, $13,585,000 in principal and
$280,802.65 in interest was outstanding under the MDFA Bonds.  The
other three series of bonds were issued by the Massachusetts
Health and Educational Facilities Authority in 1996 and 2004 --
MHEFA Bonds -- and U.S. Bank National Association acted as the
bond trustee.  As of May 31, 2011, $29,680,000 in principal and
$789,321.20 in interest was outstanding under the MHEFA Bonds.

BONY holds Master Note No. 1 issued under the Master Indenture,
and U.S. Bank holds Master Note No. 3.  The Master Notes are
secured by gross revenues of the Debtors.  The Master Notes are
also secured by a pledge pursuant to the Mortgage and Security
Agreement to the Master Trustee that purports to cover
substantially all of NARH's personal property and two parcels of
real estate.

ACA insures the MDFA Bonds.

U.S. Bank also holds certain accounts, established for the benefit
of the MHEFA Bonds, which accounts hold various debt service,
reserve, and other funds.  NARH has a residual interest in the
funds held by U.S. Bank.  The amounts held in each of these funds
as of May 31, 2011 was: (i) $5.77 in the Debt Service Fund, (ii)
$3,122,501.11 in the Debt Service Reserve Fund, (iii) $0 in the
Expense Fund, (iv) $6,095.12 in the Redemption Fund, and (v)
$51,005.35 in the Rebate Fund, for a total of $3,174,172.30.

Nuveen Investments is represented by:

          George N. Panagakis, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          155 N. Wacker Drive
          Chicago, IL 60606
          Tel: 312-407-0638
          E-mail: george.panagakis@skadden.com

               - and -

          Eben P. Colby, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          One Beacon Street
          Boston, MA 02108
          E-mail: ecolby@skadden.com

Counsel to Wells Fargo are:

          Rick L. Frimmer, Esq.
          Karen V. Newbury, Esq.
          SCHIFF HARDIN LLP
          233 South Wacker Drive, Suite 6600
          Chicago, IL 60606
          Tel: 312-258-5511
          E-mail: rfrimmer@schiffhardin.com
                  knewbury@schiffhardin.com

Counsel for ACA are:

          Richard S. Miller, Esq.
          599 Lexington Avenue
          New York, NY 10022-6030
          Tel: (212) 536-3922
          Fax: (212) 536-3901
          E-mail: richard.miller@klgates.com

               - and -

          Mackenzie Shea, Esq.
          K&L GATES LLP
          State Street Financial Center
          One Lincoln Street
          Boston, MA 02111
          Tel: (617) 261-3250
          Fax: (617) 261-3175
          E-mail: mackenzie.shea@klgates.com

U.S. Bank is represented by:

          Richard C. Pedone, Esq.
          Ann E. Chernicoff, Esq.
          NIXON PEABODY LLP
          100 Summer Street
          Boston, MA 02110
          Tel: 617-345-1305
          Fax: 866-947-1890
          E-mail: rpedone@nixonpeabody.com
                  achernicoff@nixonpeabody.com

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire estimated $1 million to $10 million in assets,
and $50 million to $100 million in debts.  North Adams estimated
$10 million to $50 million in assets, and $50 million to $100
million in debts.  The petition was signed by William F. Frado,
Jr., president.

An official committee of unsecured creditors has been appointed in
the case.


NORTHERN BERKSHIRE: Sec. 341 Creditors Meeting on July 22
---------------------------------------------------------
William K. Harrington, the United States Trustee for Region 1,
will hold a Meeting of Creditors pursuant to 11 U.S.C. 341(a) in
the bankruptcy cases of Northern Berkshire Healthcare, Inc., on
July 22, 2011, at 10:00 a.m. at 1350 Main Street, Suite 1112, in
Springfield, Massachusetts.

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire estimated $1 million to $10 million in assets,
and $50 million to $100 million in debts.  North Adams estimated
$10 million to $50 million in assets, and $50 million to $100
million in debts.  The petition was signed by William F. Frado,
Jr., president.

An official committee of unsecured creditors has been appointed in
the case.


ONEBEACON INSURANCE: Moody's Assigns '(P)Ba1' Pref. Stock Rating
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings (senior
at (P)Baa2) to OneBeacon U.S. Holdings, Inc.'s new $1.0 billion
multi-seniority shelf registration filed by the company on June
30, 2011. OneBeacon U.S. is an indirect wholly-owned subsidiary of
OneBeacon Insurance Group, Ltd. The new shelf registration
statement replaces the company's previous registration statement
filed on July 2, 2008. The outlook for the ratings is stable.

According to Moody's, OneBeacon U.S.'s ratings reflect the group's
strong underwriting expertise and good profitability in a number
of niche specialty property-casualty insurance segments, strong
producer relationships, good profitability and capitalization.
Factors offsetting these strengths include meaningful, though
reduced, financial leverage, potential adverse development on run-
off casualty business including A&E reserves, and an ongoing soft
pricing environment.

The stable outlook reflects Moody's expectation that the company
will continue to manage its risk profile prudently consistent with
its current capital structure. Moody's expects the company will
maintain financial leverage less than 25%, earnings coverage above
5x, and gross underwriting leverage below 4.5x. Although the
company's historical specialty business results have been
profitable, Moody's expects the company to continue to manage its
underwriting portfolio appropriately given soft market conditions.

These provisional ratings have been assigned with a stable
outlook:

OneBeacon U.S. Holdings, Inc. -- provisional senior unsecured debt
at (P)Baa2; provisional subordinated debt at (P)Baa3; provisional
junior subordinated debt at (P)Baa3; provisional preferred stock
at (P)Ba1.

OneBeacon U.S. Holdings Trust I, II, III -- provisional trust
preferred securities at (P)Baa3.

Moody's will withdraw the provisional ratings previously assigned
to OneBeacon U.S.'s shelf registration that has been replaced by
the new shelf.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Property and Casualty Insurers, published
in May 2010.

OneBeacon Insurance Group, Ltd. (NYSE: OB) is a Bermuda-domiciled
insurance holding company whose property and casualty insurance
subsidiaries provide a range of specialty insurance products in
the U.S. One Beacon is a 76% owned subsidiary of White Mountains
Insurance Group, Ltd. (NYSE: WTM), with the remaining 24% of
shares publicly owned. For 2010, OneBeacon reported total premiums
earned of approximately $1.5 billion and net income of
approximately $120 million. GAAP common shareholders' equity was
$1.3 billion as of March 31, 2011.


ORCHARD SUPPLY: Moody's Lowers Corporate Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service lowered Orchard Supply Hardware Stores
Corporation's Corporate Family Rating to B3 from B2. Other rating
actions are detailed below. Ratings were also placed on review for
a further possible downgrade.

RATINGS RATIONALE

The downgrade of the company's Corporate Family Rating primarily
reflects the company's continued weak operating results, evidenced
in first quarter results which shown a decline in EBITDA in excess
of 40%. Debt/EBITDA for the LTM period ending 4/30/11 is around
6.3 times. Moody's expects leverage will remain above 6 times over
the course of 2011.

The review for further possible downgrade primarily reflects the
likelihood of a further downgrade if the proposed spin-off of OSH
by Sears Holdings ("Sears"- Ba2/review for possible downgrade) of
its 80.1% shareholding in OSH is concluded. In the event the spin-
off occurs, it is anticipated that OSH will incur higher costs,
primarily related to expected stand-alone public company costs as
well as the loss of purchasing leverage OSH currently enjoys as
part of Sears. OSH estimates these costs would be in the range of
$5-8 million. In addition, OSH will enter into amended agreements
with subsidiaries of Sears related to the sale of certain branded
products (including Craftsman and Kenmore) which will the company
anticipates will have an adverse impact on profitability. As a
result if the spin-off were to take place, Moody's would expect
further negative pressure on earnings. These negative impacts on
operating earnings will place additional pressure on the company's
ability to comply with its financial covenants, noting that
cushion has moderated due to recent weak operating performance. In
addition, the company will begin to need to address its
significant debt maturities, as substantially all debt currently
matures in the last four months of calendar 2013.

Moody's review will focus on the completion of the spin-off of OSH
by Sears Holdings, its expected stand-alone operating performance
as well as its ongoing liquidity following the spin-off
transaction.

Ratings are unlikely to be upgraded in the near term in view of
recent weak operating performance and the sizable 2013 debt
maturities. Ratings could be confirmed at their current levels if
following the proposed spin-off OSH was expected to maintain
debt/EBITDA in the low six times range while also maintaining
adequate liquidity and covenant headroom.

Ratings could be lowered further if Moody's assessment of the
position of OSH following the proposed spin-off indicates that
debt/EBITDA is likely to be sustained above 6.5 times or if the
company's liquidity position were to be constrained.

These ratings were lowered, and placed on review for further
possible downgrade:

   -- Corporate Family Rating to B3 from B2

   -- Probability of Default Rating to B3 from B2

   -- $173.5 million senior secured term loan due December 2013 to
B3 (LGD 4, 54%) from B2 (LGD 4, 57%)

The principal methodology used in rating Orchard Supply
Corporation 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.

Orchard Supply Hardware Stores Corporation, which is owned 80.1%
by Sears, Roebuck and Co. and 19.9% by Ares Management, currently
operates 89 home and garden stores in California.


OVERLAND STORAGE: Board OKs Retention Grants to Exec. Officers
--------------------------------------------------------------
The Compensation Committee of the Board of Directors of Overland
Storage, Inc., approved retention grants of restricted stock units
to each of the Company's executive officers under the Company's
2009 Equity Incentive Plan.  These grants have been designed to
continue to incentivize the Company's management team to execute
on the Company's business over the next three years.  The number
of units granted to each executive is as follows:

                                               No. of Units
Executive Officer and Title                      Granted
---------------------------                   ------------
Eric L. Kelly
President and Chief Executive Officer           1,573,385

Kurt L. Kalbfleisch
Vice President of Finance, CFO                    627,160  

Jillian Mansolf
Vice President of Worldwide Sales & Marketing     539,420

Geoff S. Barrall
CTO and Vice President of Engineering             528,075

Subject to the executive's continued employment or service with
the Company, the restricted stock units will generally vest in six
semi-annual installments over the three-year period following the
date of grant.  The units will vest in full in the event of the
executive's death or disability.  If the executive's employment is
terminated by the Company without cause or by the executive for
good reason, the units subject to the award will vest pro-rata
based on the number of months of the executive's employment
through the date of termination.  If, however, a change in control
of the Company occurs and the executive's employment is terminated
by the Company without cause or by the executive for good reason
within 60 days before or two years after the change in control,
the units will fully vest.  The units that become vested will be
paid, on a one-for-one basis, in shares of the Company's common
stock.

On June 29, 2011, the Company's Board of Directors approved a
grant of 679,043 restricted stock units to Scott McClendon, the
Company's Chairman of the Board.  This grant is subject to
substantially the same terms as described above.

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

As reported in the Troubled Company Reporter on Sept. 28, 2010,
Moss Adams LLP, in San Diego, Calif., expressed substantial
doubt about Overland Storage's ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted of the Company's
recurring losses and negative operating cash flows.

The Company's balance sheet at March 31, 2011, showed $48.50
million in total assets, $35.89 million in total liabilities and
$12.61 million in total shareholders' equity.


PBJT935927 2008: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: PBJT935927 2008 Investments LLC
        7621 Reynolds Cir
        Hungtington Beach, CA 92647

Bankruptcy Case No.: 11-19234

Chapter 11 Petition Date: June 29, 2011

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

Judge: Erithe A. Smith

Debtor's Counsel: David G. Epstein, Esq.
                  THE DAVID EPSTEIN LAW FIRM
                  P.O. Box 4858
                  Laguna Beach, CA 92652-4858
                  Tel: (949) 715-1500
                  Fax: (949) 715-2570
                  E-mail: david@epsteinlitigation.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-19234.pdf

The petition was signed by Paul C. Bissin, managing member.


PCS EDVENTURES!.COM: Reocurring Losses Prompt Going Concern Doubt
-----------------------------------------------------------------
PCS Edventures!.com, Inc., filed on June 29, 2011, its annual
report on Form 10-K for the fiscal year ended March 31, 2011.

M&K CPAS, PLLC, IN Houston, expressed substantial doubt about
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered reoccurring losses and
negative cash flow from operations.

The Company reported a net loss of $1.90 million on $1.84 million
of revenues for the fiscal year ended March 31, 2011, compared
with a net loss of $1.87 million on $2.39 million of revenues for
the fiscal year ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$1.26 million in total assets, $749,483 in total liabilities, and
stockholders' equity of $515,322.

A copy of the Form 10-K is available at http://is.gd/C2SmMk

Boise, Idaho-based PCS Edventures!.com, Inc., is engaged in the
business of developing, marketing, and distributing educational
products and services for the PreK-16 market which includes
professional development, proprietary hardware and software,
curriculum, and comprehensive learning labs bundled with related
technologies and programs.


PEGASUS RURAL: Seeks Extension of Schedules Filing to July 18
-------------------------------------------------------------
Pegasus Rural Broadband, LLC, et al., ask the U.S. District Court
for the District of Delaware to extend the time by which they must
filed schedules of assets and liabilities, schedules of executory
contracts and unexpired leases, and statements of financial
affairs through and including July 18, 2011.

The Debtors' schedules are currently due on July 11, 2011.

The Debtors reason that based on the circumstances of their cases,
they have not had sufficient time to collect and assembly all of
the requisite financial data and other information and to prepare
all of the Schedules and Statements.

The Debtors assert that parties-in-interest will not be prejudiced
by the extension of time sought, since the narratives and data
incorporated in their Chapter 11 petitions and other pleadings and
papers filed on the Petition Date provide creditors and other
parties-in-interest with a substantial amount of information of
them and their financial affairs.

                   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.


PILGRIM'S PRIDE: Moody's Downgrades CFR to B2; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded Pilgrim's Pride Corporation's
Corporate Family and Probability of Default ratings to B2 from B1
and senior unsecured note rating to Caa1 from B3 given the lack of
improvement in chicken prices and its consequent impact on
Pilgrim's Pride's financial performance, including expectations
for modest EBITDA at best for 2011. Moody's concern is somewhat
mitigated by the covenant relief provided by Pilgrim's lenders and
the cash advance of $50 million from JBS USA (a PIK subordinated
loan provided by a sister company). The SGL-3 speculative grade
liquidity rating was affirmed. The outlook is stable.

These ratings were downgraded:

   -- Corporate Family Rating to B2 from B1;

   -- Probability of Default Rating to B2 from B1;

   -- $500 million senior unsecured notes to Caa1 (LGD5, 88%) from
B3 (LGD5, 88%);

   -- Speculative Grade Liquidity Rating at SGL-3;

The outlook is stable.

RATINGS RATIONALE

The downgrade reflects Moody's view that the company will face
challenges this year that will limit Pilgrim's Pride ability to
delever and reinforces Moody's concern that the chicken industry
production remains undisciplined. Since the summer of 2010, global
chicken prices have deteriorated, particularly breast meat and
wings, and have yet to recover. Moreover, while chicken pricing
remains weak, grain prices have remained high and volatile.
Moody's continues to believe that pricing should improve over the
course of the year but the improvement looks likely to take longer
than Moody's initially expected. Strong pricing in beef and pork
should ultimately help chicken producers.

Pilgrim's B2 corporate family rating is supported by the benefits
associated with its majority ownership by JBS S.A. (B1 CFR,
positive outlook). However, the rating reflects Pilgrim's
concentration in one highly competitive, global commodity,
poultry, which despite sizable concentration among large players
continues to experience periods of oversupply. In addition, cash
flow volatility is exacerbated by feed costs which consume about
one third of the company's expenses. The company is vulnerable to
the longstanding risks endemic to the industry including animal
disease, weather patterns, trade disputes and regulation.

Given the ongoing cyclicality within the commodity chicken market,
the B2 rating incorporates a wider range of operating performance.
At the top of the cycle, Moody's expects modest leverage relative
to the rating category, and, at the bottom, the converse would not
necessarily prompt a downgrade. Importantly, when leverage is
precipitously high, it should be balanced by adequate access to
capital.

The rating would likely be lowered if the dynamics of the industry
did not improve and Moody's became concerned that leverage was
likely to be sustained above 5 times or if access to liquidity
became a concern.

An upgrade could be considered should the company de-lever to
about 3 times debt-to-EBITDA (including Moody's standard
adjustments). Moody's would also expect an upgrade to reflect a
capital structure that supported leverage that remained closer to
4 times debt-to-EBITDA over any protein cycle. In addition,
Moody's would require a solid liquidity profile. Higher ratings at
JBS SA could also have a positive impact on Pilgrim's ratings.

The principal methodology used in rating Pilgrim's Pride
Corporation was the Global Food - Protein and Agriculture Industry
Methodology, published September 2009. 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 Greeley, Colorado, Pilgrim's Pride Corporation is
the second largest chicken producer in the world, with operations
in the United States, Mexico and Puerto Rico. The company
produces, processes, markets and distributes chicken to food
service, distributors and retail operators worldwide. For the
twelve months ended March 31, 2011, revenues for the company were
approximately $7.1 billion. JBS, S.A. has a 67% ownership stake in
Pilgrim's Pride.


PITTSBURGH CORNING: Asks Court to Reconsider Chapter 11 Plan
------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Pittsburgh
Corning Corp. asked a Pennsylvania bankruptcy court on Thursday to
reconsider its rejection of the company's reorganization plan,
claiming confirmation would not adversely affect insurers or
improperly insulate the company from asbestos claims.

In a motion filed in Pennsylvania bankruptcy court, Pittsburgh
Corning, its corporate parent PPG Industries and the Asbestos
Claimants Committee urged U.S. Bankruptcy Judge Judith K.
Fitzgerald to reconsider her conclusions that the proposed
Chapter 11 plan is not insurance neutral and allows too many
protections from asbestos claims for the debtors, Law360 says.

As reported in the Troubled Company Reporter on June 20, 2011, the
United States Bankruptcy Court for the Western District of
Pennsylvania issued a decision denying confirmation of the most
recent amended plan of reorganization, filed on Jan. 29, 2009, for
Pittsburgh Corning Corp. after normal business hours.

Although denying confirmation, the decision viewed favorably many
features of the plan.  PPG Industries PPG +0.76%  is studying the
bankruptcy court's decision and is encouraged that the bankruptcy
court has scheduled a status conference for July 20, 2011, to
consider additional steps to be taken in the case, including
potential modifications to the plan in accordance with the
bankruptcy court's opinion.

PPG has owned 50 percent of Pittsburgh Corning since 1937.

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection in 2000 (Bankr. W.D. Pa. Case No. 00-22876).  The Hon.
Judith K. Fitzgerald presides over the case.  The Bankruptcy Court
authorized the retention of Reed Smith LLP as counsel for the
Debtor under a general retainer, and the retention of Deloitte &
Touche LLP as accountants for the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The United States Trustee appointed a Committee of Asbestos
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of these professionals by the Committee of Asbestos
Creditors: (i) Caplin & Drysdale, Chartered as Committee Counsel;
(ii) Campbell & Levine as local counsel; (iii) Anderson Kill &
Olick, P.C. as special insurance counsel; (iv) Legal Analysis
Systems, Inc., as Asbestos-Related Bodily Injury Consultant; (v)
L. Tersigni Consulting, P.C. as financial advisor, and (vi)
Professor Elizabeth Warren, as a consultant to Caplin & Drysdale,
Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In December 2006, the Bankruptcy Court denied confirmation of an
earlier version of the plan, citing that the plan was too broad in
addressing independent asbestos claims that were not associated
with the Debtor.


POINT BLANK: Debtor & Committees Have Exclusivity Until October
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Point Blank Solutions Inc. hasn't been able to
proceed with a reorganization given disputes with the official
equity holders' committee. In the meantime, Point Blank's share of
the exclusive right to propose a Chapter 11 plan was extended this
week until Oct. 14.  Aside from the company, only the official
committees are permitted to propose a reorganization.

                        About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  T. Scott Avila of CRG Partners Group LLC is
the restructuring officer.  Epiq Bankruptcy Solutions serves as
claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and Brian
L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel.


PRE-PAID LEGAL: Moody's Affirms 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
of Pre-Paid Legal Services, Inc. and assigned Ba2 ratings to its
proposed $250 million first-out secured term loan and $30 million
first-out revolver and a B3 rating to its proposed $150 million
last-out secured term loan. The $250 million first-out term loan,
$30 million first-out revolver and $150 million last-out term loan
are expected to replace a proposed $400 million term loan B and
$30 million secured revolver, which were rated B1 on May 12, 2011.
Moody's concurrently withdrew the B1 ratings on the $400 million
term loan B and $30 million revolving credit facility. The rating
outlook is stable.

On January 30, 2011, Pre-Paid Legal announced that it entered into
a definitive merger agreement with two newly formed subsidiaries
of MidOcean Partners (MidOcean), a private equity firm. The merger
agreement provides that MidOcean will acquire all of the shares of
Pre-Paid Legal for an aggregate equity purchase price of
approximately $650 million. The closing of the transaction is
subject to customary conditions including shareholder and
regulatory approval. The transaction is expected to be funded with
$400 million of secured term loans, $143 million of common equity,
$75 million of preferred equity and existing cash of the company.

Moody's took these rating actions (LGD assessments revised):

   -- Assigned $250 million senior secured first-out term loan due
2016, Ba2 (LGD 2, 29%)

   -- Assigned $30 million senior secured first-out revolver due
2016, Ba2 (LGD 2, 29%)

   -- Assigned $150 million senior secured last-out term loan due
2016, B3 (LGD 5, 84%)

   -- Affirmed Corporate Family Rating, B1

   -- Affirmed Probability of Default Rating, B1

   -- Withdrew $30 million senior secured revolver, B1
(LGD 4, 50%)

   -- Withdrew $400 million senior secured term loan B, B1 (LGD 4,
50%)

RATINGS RATIONALE

The B1 Corporate Family Rating reflects Moody's expectation of
modestly declining revenues and earnings in the year ahead given
significant customer and associate attrition rates and declines in
memberships over the last two years. Ratings also reflect
potential legal and regulatory risks associated with the
multilevel marketing business model and a moderately small revenue
base of approximately $450 million. The ratings are supported by a
predictable revenue stream from a large member base, moderate
leverage, steady free cash flow and stable financial performance
during the recent economic downturn. Though interest expense is
expected to be significantly higher than Moody's previous
expectation, Moody's expects key credit metrics to remain in line
with the B1 rating category.

The stable outlook reflects Moody's expectation of a modest
decline in revenues, EBITDA and the member base in 2011. Moody's
expects the new management team to focus on marketing and
retention strategies to drive the recruitment of more committed
associates and to improve customer retention.

The ratings could be downgraded if revenue and memberships
materially decline or financial strength metrics materially weaken
from pro forma levels. Profitability levels and cash flow tend to
increase in periods of lower recruitment of new members because a
significant percentage of anticipated first year membership fees
are advanced to associates and these advances are charged to
expense in the first month of membership. Therefore a material
erosion of the member base -- even if accompanied by an
improvement in financial strength metrics -- could pressure the
ratings. Moody's considers the size of the member base an
important determinant of the health of the business. Legal or
regulatory developments that have a material adverse affect on the
company's business model or financial position could also pressure
the ratings.

The ratings could be upgraded if (i) revenue and memberships grow
solidly over a period of 2 to 3 years; (ii) financial strength
metrics materially improve and (iii) legal and regulatory risks
remain manageable in Moody's assessment. Specifically, if Moody's
comes to expect debt to EBITDA and free cash flow to debt to be
sustained at less than 3 times and over 12%, respectively, an
upgrade is possible.

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

Pre-Paid Legal, headquartered in Ada, Oklahoma, designs,
underwrites and markets legal expense plans to families and small
businesses in the United States and Canada. The company sells the
majority of its membership plans through a multi-level marketing
program through a base of over 400,000 sales associates. The
company also provides identity theft protection and restoration
services through a partnership with Kroll Background America.,
Inc. Reported revenues for twelve months ended March 31, 2011 were
approximately $447 million.


PRE-PAID LEGAL: S&P Affirms 'B' CCR on Financing Modification
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its preliminary 'B'
corporate credit rating on Ada, Okla.-based Pre-Paid Legal
Services Inc. (PPD) following the announcement that
the financing terms of the transaction were recently modified. The
outlook is stable.

"At the same time, we affirmed our preliminary 'BB-' issue rating
on the company's five-year $30 million revolving credit facility.
The preliminary recovery rating is '1', indicating our expectation
of very high (90% to 100%) recovery for revolving credit facility
lenders in the event of a payment default," S&P stated.

"We also affirmed our preliminary 'BB-' issue rating on the
company's 5.5-year $250 million first-lien first-out term loan.
The preliminary recovery rating is '1', indicating our expectation
of very high (90% to 100%) recovery for first-out term loan
lenders in the event of a payment default," S&P said.

"We also raised our preliminary issue rating on the company's 5.5-
year $150 million last-out term loan to 'B' from 'B-'. We revised
the preliminary recovery rating to '4' from '5', indicating our
expectation of average (30% to 50%) recovery for last-out term
loan lenders in the event of a payment default," S&P related.

"Our ratings are subject to review of final documentation. Upon
review of final documentation we will issue our final ratings,
which may change from our preliminary ratings. We estimate PPD
will have about $400 million in reported debt outstanding
following the transaction," S&P noted.

"The ratings reflect our analysis that PPD has a narrow product
focus and participates in a small niche segment of the legal
service plan industry, as well as our belief that the gradual
decline in the membership base since 2006 will be difficult to
reverse over the near term," said Standard & Poor's credit analyst
Rick Joy.

"Our rating outlook on PPD is stable, reflecting our assessment
that membership growth and retention is unlikely to improve, which
will result in credit measures remaining weak and in line with 'B'
rating category medians. At the same time, we expect liquidity to
remain adequate and covenant cushion to remain sufficient," S&P
stated.


QUEPASA CORP: Files Form S-8; Registers 2 Million Common Shares
---------------------------------------------------------------
Quepasa Corporation filed with the U.S. Securities and Exchange
Commission a Form S-8 relating to the registration of additional
shares of common stock issuable under the Company's 2006 Stock
Incentive Plan.  The Plan has been amended to increase the number
of shares available by 2,000,000 shares.  A full-text copy of the
Form S-8 is available for free at:

                       http://is.gd/IfaCQp

                    About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site -- http://www.Quepasa.com/-- operates as an
online social community for young Hispanics.

Quepasa reported a consolidated net loss of $6.65 million on
$6.05 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $10.58 million on $536,000 of revenue
during the prior year.

The Company's balance sheet at March 31, 2011, showed $21.01
million in total assets, $7.73 million in total liabilities and
$13.28 million in total stockholders' equity.

Salberg & Company, P.A., in Boca Raton, Florida, independent
report following the 2010 results did not contain a going concern
qualification for Quepasa Corp.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A. expressed substantial doubt about the
Company's ability to continue as a going concern following the
2009 results.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at Dec. 31, 2009.


QUINCY MEDICAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Quincy Medical Center, Inc.
          dba Quincy Hospital
              QMC
        114 Whitwell Street
        Quincy, MA 02169

Bankruptcy Case No.: 11-16394

Chapter 11 Petition Date: July 1, 2011

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Melvin S. Hoffman

Debtor's Counsel: John T. Morrier, Esq.
                  CASNER & EDWARDS, LLP
                  303 Congress Street
                  Boston, MA 02210
                  Tel: (617) 426-5900
                  Fax: (617) 426-8810
                  E-mail: morrier@casneredwards.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Mark O'Neill, senior vice president of
finance and chief financial officer.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                          Case No.
        ------                          --------
QMC ED Physicians, Inc.                 11-16395
Quincy Physician Corporation            11-16396

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Healthplans, Inc.                  Insurance            $1,337,335
1500 West Park Drive, Suite 330
Westborough, MA 01581

Promutual                          Insurance              $558,879
101 Arch Street, 4th Floor
Boston, MA 02110

Boston University                  Trade Debt             $505,818
Psychiatric Associate, Inc.
715 Albany Street, M-8th Floor
Boston, MA 02118

City of Quincy                     Utilities              $392,260
Quincy City Hall
1305 Hancock Street
Quincy, MA 02169

Claflin                            Trade Debt             $376,054
455 Warwick Industrial Drive
Warwick, RI 02886

Cardinal Health Boston Division    Trade Debt             $245,631

Sodexho Inc. & Affiliates          Trade Debt             $241,102

Biomet Inc.                        Trade Debt             $230,926

Commonwealth of Massachusetts      Insurance              $223,738

Per-Se Technologies Inc.           Trade Debt             $191,376

Direct Energy Services, LLC        Utilities              $189,456

Roche Diagnostics Corporation      Trade Debt             $139,936

National Grid                      Utilities              $119,720

Linc Health Inc.                   Trade Debt             $110,565

U.S. Foodservice Inc.              Trade Debt             $109,054

Sprague Energy Corp                Utilities              $102,886

Delta Dental of MA                 Insurance              $102,637

Johnson & Johnson Health Care Sys. Trade Debt              $95,686

American Red Cross Blood Services  Trade Debt              $86,003

Favorite Healthcare Staffing       Trade Debt              $83,952


RADIENT PHARMACEUTICALS: Settles Alpha Capital Securities Suit
--------------------------------------------------------------
Alpha Capital Anstalt and Whalehaven Capital Fund Ltd., on
Dec. 10, 2010, filed a complaint against Radient Pharmaceuticals
Corporation regarding the number of warrants they received in the
Registered Direct Offering that the Company completed in November
2009 and the shareholder vote obtained at the Company's Dec. 3,
2010, annual shareholder meeting.  The Plaintiffs alleged that the
effective price of the notes the Company issued pursuant to the
private financing the Company completed in March and April 2010,
and of the shares the Company later issued to two such note
holders in settlement of a lawsuit with same, is lower than what
the Company claims it to be and that such alleged effective price
requires a greater reset to the exercise price of the warrants
they received in the RDO.  Additionally, they allege that the
Company solicited votes against one of the proposals related to
the RDO that was proposed at the Dec. 3, 2010, annual shareholder
meeting.  The Plaintiffs sought relief from the court involving
additional shares issuable pursuant to the exercise of the
warrants they received in the RDO and cash damages.

As reported in the Company's Form 8-K dated May 17, 2011, on
May 10, 2011, the Company entered into a Settlement Agreement with
the Plaintiffs pursuant to which the Company agreed to issue that
number of shares of the Company's common stock equal in value to
$10,912,055 at the time of issuance.  On May 24, 2011, the Company
received court approval to issue those shares pursuant to the
provisions of Section 3(a)(10) of the Securities Act of 1933, as
amended.  Under the terms of the court approved settlement, the
parties filed a Stipulation of Discontinuance of the lawsuit with
the relevant court.  As part of the Settlement Agreement, Alpha
Capital and Whalehaven Capital retained all of the warrants the
Plaintiffs received in the RDO and in the private financing the
Company closed in March and April 2010.

The Company is obligated to issue to Alpha Capital and Whalehaven
Capital as many shares of the Company's common stock as possible
to reach the Settlement Amount that the NYSE Amex has previously
approved for issuance to the Plaintiffs.  On June 29, 2011, the
Company agreed to issue 11,603,000 of the Company's shares to
Alpha Capital and 8,897,000 shares to Whalehaven Capital.  In
addition, and in order to account for the time it may take to
receive shareholder approval to authorize sufficient additional
shares that are issuable to them, the Plaintiffs agreed to accept
a promissory note for the monetary value of that number of
additional shares that would be required to be issued to achieve
the Settlement Amount upon Court Approval based on a pre-
determined formula set forth in the Notes.  The notes bear 8%
interest and mature four months after issuance.  The Company
maintains the right to pay the note back in cash or shares of
common stock based upon a pre-determined formula set forth in the
notes.  Upon the occurrence of an event of default, the note will
become immediately due and payable.  Under the Settlement
Agreement, Plaintiffs are entitled to entry of judgment in the
amount of principal outstanding, if any, on the maturity date.
The Settlement Agreement also contemplates the issuance of
additional shares to Plaintiffs or the return of shares to the
Company based upon variances in the market price of the Company's
common stock between the date the Company receives Court Approval
and sixty days following the maturity date of the notes.

Based on the market price of the Company's outstanding shares as
of June 29, 2011, including the 20,500,000 shares the Company
issued upon partial conversion of their notes, after full
conversion of such promissory notes, the Company would be
obligated to issue a total of 27,539,373 shares of common stock to
Alpha Capital and 21,116,763 shares of common stock to Whalehaven
Capital.  In addition, Alpha Capital and Whalehaven Capital hold
warrants to purchase an additional 207,668 and 188,777 shares of
common stock, respectively.

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.

The Company reported a net loss of $85.71 million on $231,662 of
net revenues for the year ended Dec. 31, 2010, compared with a net
loss of $16.62 million on $8.62 million of net revenues during the
prior year.

The Company's balance sheet at March 31, 2011, showed $5.56
million in total assets, $19.04 million in total liabilities, all
current, and a $13.48 million total stockholders' deficit.

RPC's Form 10-K for the fiscal year ended Dec. 31, 2010, included
an audit opinion with a "going concern" explanatory paragraph.  As
reported by the TCR on May 31, 2011, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses, had negative cash flows from operations in 2010 and 2009,
and has a working capital deficit of approximately $53 million at
Dec. 31, 2010.


RADIENT PHARMACEUTICALS: Enters Into Noteholders Exchange Pact
--------------------------------------------------------------
Radient Pharmaceuticals Corporation disclosed in May that it was
in default to each of Iroquois Master Fund Ltd., Cranshire
Capital, L.P., Freestone Advantage Partners, L.P., Bristol
Investment Fund, Ltd., and Kingsbrook Opportunities Master Fund
LP, the holders of the Company's convertible notes due Dec. 1,
2011, in the original principal amount of $8,437,500.  As a result
of those defaults, the Company's total liabilities to the 2011
Noteholders aggregated $22,301,761.  The Company entered into an
exchange agreement on June 29, 2011, with each of the 2011
Noteholders in order to settle the Company's obligations to each
of the 2011 Noteholders.

Pursuant to the terms of the Exchange Agreement, each 2011
Noteholder agreed to exchange its claims against the Company, its
subsidiaries and certain of their respective current and former
officers, directors and representatives for (i) the Company's 4%
convertible notes ($4,950,000 original principal amount in the
aggregate), (ii) shares of 4% Series A Convertible Preferred Stock
of the Company (with an aggregate stated value of $6,701,000)
under a Certificate of Designations of Series A Convertible
Preferred Stock, and (iii) a warrant, expiring 5 years from the
date of the receipt of Stockholder Approval, to purchase
additional shares of the Company's common stock (94,468,113 shares
of common stock in the aggregate under all the warrants.  Under
the Exchange Agreement, each of the 2011 Noteholders and their
affiliated and related persons and entities also received a mutual
full release from the Company.

Following a fairness hearing held on June 30, 2011, in the Supreme
Court of the State of New York, the Court entered an order
approving (i) the fairness of the terms and conditions of the
proposed exchange and the transactions contemplated by the
Exchange Agreement, (ii) the terms and conditions of the proposed
exchange and the transactions contemplated by the Exchange
Agreement and (iii) the issuance of the Notes, the shares of
Preferred Stock and the Warrants pursuant to the exemption from
registration under Section 3(a)(10) of the Securities Act of 1933,
as amended.

Under the Exchange Agreement, the Company is also obligated to (i)
file an amended preliminary proxy statement with the SEC by
July 5, 2011, to seek shareholder approval of an increased amount
of authorized shares to 750,000,000 shares of common stock, (ii)
fix a date for the shareholders meeting no later than 20 days
after receipt of final SEC comments relating to such proxy
statement and (iii) obtain shareholder approval for the above
proposal by no later than Aug. 31, 2011.  If the Company fails to
comply with any of the foregoing, it will constitute an event of
default under the Notes and a triggering event with respect to the
Preferred Stock.

If an event of default occurs under the Notes or the terms of the
Certificate of Designation, the Company must redeem in cash any
Notes and shares of Preferred Stock submitted to us for redemption
at 125% of the greater of (i) the amount submitted for redemption
unconverted principal amount and (ii) the greatest equity value of
the shares of common stock underlying the Note or shares of
Preferred Stock submitted for redemption from the date immediately
preceding the default until the date so submitted for redemption.

The consummation of the proposed exchange and transactions
consummated by the Exchange Agreement will occur on July 1, 2011.

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.

The Company reported a net loss of $85.71 million on $231,662 of
net revenues for the year ended Dec. 31, 2010, compared with a net
loss of $16.62 million on $8.62 million of net revenues during the
prior year.

The Company's balance sheet at March 31, 2011, showed $5.56
million in total assets, $19.04 million in total liabilities, all
current, and a $13.48 million total stockholders' deficit.

RPC's Form 10-K for the fiscal year ended Dec. 31, 2010, included
an audit opinion with a "going concern" explanatory paragraph.  As
reported by the TCR on May 31, 2011, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses, had negative cash flows from operations in 2010 and 2009,
and has a working capital deficit of approximately $53 million at
Dec. 31, 2010.


RAINBOWVISION SANTA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: RainbowVision Santa Fe, LLC
        500 Rodeo Road
        Santa Fe, NM 87505

Bankruptcy Case No.: 11-12971

Chapter 11 Petition Date: June 29, 2011

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: George D. Giddens, Jr., Esq.
                  LAW OFFICE OF GEORGE "DAVE" GIDDENS
                  10400 Academy Rd NE Ste 350
                  Albuquerque, NM 87111-1229
                  Tel: (505) 271-1053
                  Fax: (505) 271-4848
                  E-mail: dave@giddenslaw.com

Estimated Assets: $0 to $50,000

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/nmb11-12971.pdf

The petition was signed by Joy Silver, president and CEO of
Rainbow Vision Properties, Inc.


RENT-A-CENTER INC: Moody's Affirms 'Ba2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service revised Rent-A-Center Inc.'s ratings
outlook to positive from stable and affirmed all other ratings.
The change in outlook reflects the consistent improvement in the
company's credit metrics attributable to both earnings growth and
debt reduction over the past two years.

"Rent-A-Center has maintained solid credit metrics over the past
two years despite the challenging economic environment," stated
Mike Zuccaro, Analyst at Moody's Investors Service. "The company's
EBITA margins remain solid at over 14%, interest coverage has been
maintained above 3.5 times, and leverage has declined to below 4.0
times as a result of earnings growth and debt reduction."

Rent-A-Center announced on June 21, 2011 its intention to
refinance its existing senior secured debt by entering into a new
$750 million secured credit facility that will consist of a $250
million term loan and $500 million revolving credit facility (the
facilities will not be rated by Moody's). The company intends to
repay its existing secured term debt, currently about $358 million
outstanding, using proceeds from the new term loan and drawing
approximately $108 million on the revolving credit facility. This
transaction is intended to lower the company's cost of capital and
extend its debt maturities. Upon closing of the transaction, the
ratings on the existing credit facilities will be withdrawn.

Ratings affirmed are:

   -- Corporate Family Rating at Ba2

   -- Probability of Default Rating at Ba2

   -- $300 million guaranteed senior unsecured notes due 2020 at
Ba3 (LGD 5, 79%)

Ratings affirmed, to be withdrawn upon completion of the
refinancing transaction:

   -- Senior secured revolver, due 9/30/2013, rated Ba1
(LGD 2, 25%)

   -- Senior secured term loan A, due 9/30/2013, rated Ba1
(LGD 2, 25%)

   -- Senior secured term loan B, due 6/30/2012, rated Ba1
(LGD 2, 25%)

   -- Senior secured term loan B, due 3/31/2015, rated Ba1
(LGD 2, 25%)

RATINGS RATIONALE

Rent-A-Center's Ba2 Corporate Family Rating reflects its
relatively strong debt protection measures, leading position in
the consumer rent-to-own industry, moderate business risk,
balanced financial policy, and good liquidity. The rating also
reflects potential challenges inherent with planned significant
growth of RAC Acceptance units in the US, expansion of its rent-
to-own stores in international markets (Canada and Mexico), and
potential impact from new government legislation that may occur
from time-to-time.

The positive outlook reflects Moody's belief that the combination
of profitable unit growth and same store sales should enable the
company to continue improving, or at least maintaining, its solid
credit metrics in the near-to-intermediate-term.

Rent-A-Center's ratings could be upgraded if the company sustains
profitable new unit growth and positive same store sales while
maintaining credit metrics at or close to current levels. Other
considerations include continued good liquidity, balanced
financial policies, and a stable regulatory environment.
Specifically, debt/EBITDA would need to be no higher than 4.0
times and EBITA/Interest should be no lower than 3.5 times.

Given the company's relatively stable metrics and the positive
ratings outlook, a ratings downgrade is unlikely in the near term.
However, the outlook could return to stable if the company's same
store sales or profitability were to materially decline. Debt-
funded shareholder returns or acquisitions could also lead to
downward pressure. Specific credit metrics include debt/EBITDA
rising materially above 4.0 times or EBITA/interest falling below
3.5 times on a sustained basis.

The principal methodology used in rating Rent-A-Center, Inc. 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.

Please see ratings tab on the issuer/entity page on Moodys.com for
the last rating action and the rating history.

Rent-A-Center, Inc, with headquarters in Plano, Texas operates the
largest chain of consumer rent-to-own stores in the U.S. with
3,503 company operated stores and kiosks located in the U.S.,
Canada, Mexico and Puerto Rico. Rent-A-Center also franchises 206
rent-to-own stores that operate under the "ColorTyme" and "Rent-A-
Center" banners. Annual revenues exceed $2.7 billion.


RIVIERA HOLDINGS: S&P Assigns 'CCC+' Corporate; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to Riviera Holdings Corp. The rating outlook is
stable.

"The 'CCC+' corporate credit rating reflects the company's high
debt leverage and vulnerable business position. Riviera operates
two properties (located in Blackhawk, Colo. and Las Vegas, Nev.)
with second-tier market positions in the highly competitive
markets," said Standard & Poor's credit analyst Michael Halchak.
"The rating also factors in the company's excess cash, which we
believe would support the company in the event of a moderate
decline in operating performance."

"We expect consolidated EBITDA to be flat to slightly up in 2011,
compared to 2010 consolidated EBITDA of about $7 million. We
expect our measure of leverage, as measured by debt to EBITDA,
will track in the high-9x area at the end of 2011. The company
derives the vast majority of its EBITDA from its Blackhawk
property, which we expect to generate relatively stable net
revenue and EBITDA, as the company should maintain its current
market share in that slightly growing gaming market. At the Las
Vegas property, we foresee flat net revenue and EBITDA, as the
company continues to face competitive pressures from other gaming
operators," S&P said.

The Riviera Black Hawk opened in February 2000 and benefits from
being the first casino passed on the main access route from
Denver. Competition in the Blackhawk market has increased in the
past several years, as competitors such as Ameristar Casinos Inc.
and Isle of Capri Casinos Inc. have invested significant sums in
their properties, resulting in upgraded and expanded facilities.
"These competitive effects have already affected market share
dynamics. However, we believe the market's competitive dynamics
have stabilized, and, in the near term, Riviera will maintain its
current market share," S&P noted.


ROBERT J SAUSA: Lawyer Fees Denied for Lack of Hiring Approval
--------------------------------------------------------------
Bankruptcy Judge Walter Shapero denied requests of David I.
Goldstein, Esq., for (i) approval of his employment as Chapter 11
counsel to Robert J. Sausa and Eileen K. Sausa, nunc pro tunc, and
(ii) payment of attorney fees in the case.  Mr. Goldstein is
seeking approval of fees of $5,962.50, including a retainer of
$3,500 which the lawyer has received, leaving a balance owed of
$2,462.50.  The U.S. Trustee objected to the application on two
grounds: (1) Mr. Goldstein's failure to have been appointed in the
first place; and (2) the application's non-compliance with the
detailed fee application requirements of E.D. Mich. LBR 2016-1(a).

Mr. Goldstein essentially indicated that he had no particular
excuse for failing to file the required Application for
Appointment, other than just overlooking the requirement to do so.
The lawyer stated that he and the Debtors had initially discussed
filing a Chapter 13 case, but investigation proved that they could
not do so because of the amount and nature of their debts.

According to Judge Shapero, it is possible that Mr. Goldstein,
having contemplated the filing of a Chapter 13, had its procedures
uppermost in mind when he filed the Chapter 11 case.  "That very
circumstance, however, should reasonably require an active
bankruptcy attorney such as [Mr. Goldstein] to take particular
note of the Chapter 11 filing requirements, particularly where
those requirements might affect his right to compensation, and
even more particularly when venturing into possibly less than
familiar legal territory," Judge Shapero said.  "Notwithstanding
the fact that the services were performed in good faith and with
appropriate results, the indicated reasoning requires the
indicated result, i.e.: denial of the motion for nunc pro tunc
approval and, thus, also denial of the application for approval of
the fees sought.  This conclusion would logically also require the
return of the retainer paid to [Mr. Goldstein]."

A copy of Judge Shapero's June 24, 2011 Opinion is available at
http://is.gd/nCXPOefrom Leagle.com.

                         About the Sausas

Robert J. Sausa and Eileen K. Sausa, in Milford, Michigan, filed
for bankruptcy (Bankr. E.D. Mich. Case No. 10-55640) on May 11,
2010.  David I. Goldstein, Esq. -- dstinger2684@sbcglobal.net --
serves as the Debtors' counsel.  The Sausas scheduled assets of
$1,011,862 and debts of $1,344,107 in their petition.

The United States Trustee filed -- but later withdraw -- a motion
seeking conversion of the case to Chapter 7 liquidation.  An order
was entered April 5, 2011, confirming the Debtors' Plan of
Reorganization.


ROPER INDUSTRIES: Moody's Raises Sr. Unsecured Rating From 'Ba1'
----------------------------------------------------------------
Moody's Investors Service upgraded Roper Industries Inc.'s senior
unsecured rating to Baa2 from Baa3, upgraded its senior
subordinate rating to Baa3 from Ba1, and changed the ratings
outlook to stable from positive.

RATINGS RATIONALE

"The upgrade of Roper's senior unsecured rating reflects the
continued improvement in its financial results following the
relatively large acquisition of iTradeNetworks in mid 2010", said
Darren Kirk, vice president and senior analyst with Moody's. "The
associated increase in financial leverage incurred to fund this
acquisition has quickly been reduced through Roper's strong
earnings growth and significant free cash flow generation", added
Kirk.

Roper's Baa2 rating is supported by the company's portfolio of
diverse businesses that typically have leading market positions
and are focused on end-markets that have attractive growth
characteristics. In addition, Roper's businesses collectively have
limited exposure to any one customer, product or end-market and
generate meaningful amounts of recurring revenues from consumables
and subscription-based services. These attributes are reflected in
Roper's relatively strong organic revenue growth, high margins and
solid free cash flow, which Moody's expects the company will
continue to match with conservative levels of leverage and ample
liquidity. Roper's rating remains constrained by its acquisition-
oriented growth strategy, which has the potential to periodically
elevate leverage levels.

The stable ratings outlook signals that Roper's rating is unlikely
to change within the next 12 to 18 months as debt capacity created
by earnings growth and free cash flow is expected to be consumed
by ongoing acquisition activity. Longer term, an upgrade would
occur should Moody's expects Roper to sustain its adjusted debt-
to-EBITDA towards 2x and funds from operations to debt above 40%
through future acquisition activity. A downgrade would occur
should debt-financed acquisitions result in adjusted debt-to-
EBITDA sustained towards 3x, or funds from operations to debt
towards 25%.

These ratings have been upgraded to Baa2 from Baa3:

   -- $750 million senior unsecured bank facility, due 2013

   -- $500 million senior unsecured notes, due 2013

   -- $500 million senior unsecured notes, due 2019

The following rating has been upgraded to Baa3 from Ba1:

   -- $80 million senior subordinate

The principal methodology used in rating Roper is the Global
Manufacturing Industry, published in December 2010.

Roper Industries Inc., headquartered in Sarasota, Florida, is a
highly diversified company that designs, manufactures and
distributes engineered products for industrial, medical and energy
end markets. The company also provides software solutions and
services for applications that include electronic tolling, freight
matching and food services. Revenues for the twelve months ending
March 31, 2011 were $2.5 billion.


ROUND TABLE: Frank Rimerman Approved to Prepare Financial Reports
-----------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Round Table Pizza,
Inc., et al., to employ Frank, Rimerman & Co. as an ordinary
course of business professional.

As reported in the Troubled Company Reporter on June 6, 2011,
Frank Rimerman is preparing audited financial reports required by
applicable Franchise Laws, ESOP laws and Round Table's credit
facility with GECC/Prudential.  Frank Rimerman is also filing tax
returns with State and Federal governments.

The Debtors will not disburse any compensation or expense
reimbursement to Frank Rimerman absent a separate Order of the
Court authorizing the disbursement.

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

                           About Round Table

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as its auditor and accountant,
Farella Braun + Martel LLP as counsel for the special purpose of
providing non-bankruptcy corporate law and general litigation
services, Littler Mendelson P.C. to advice on employment law
matters, Huntley, Mullaney, Spargo & Sullivan Inc. as its real
estate consultant, Snell & Wilmer, LLP to advise and represent the
Debtor in matters related to franchise law, and Hinman &
Carmichael LLP as Beverage Law counsel.

Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

On Feb. 22, 2011, the Acting U.S. Trustee appointed an official
committee of unsecured creditors.  The committee has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.


ROUND TABLE: Court Approves Davis Wright to Handle Tax Law
----------------------------------------------------------
The Roger L. Efremsky of the the U.S. Bankruptcy Court for
the Northern District of California authorized Round Table Pizza,
Inc., et al., to employ Davis Wright Tremaine LLP as counsel for
providing advice and representation regarding tax law and
intellectual property law.

The Debtor will not disburse any compensation or expense
reimbursement to Davis Wright absent a separate order of the Court
authorizing the disbursement.

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

                           About Round Table

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as its auditor and accountant,
Farella Braun + Martel LLP as counsel for the special purpose of
providing non-bankruptcy corporate law and general litigation
services, Littler Mendelson P.C. to advice on employment law
matters, Huntley, Mullaney, Spargo & Sullivan Inc. as its real
estate consultant, Snell & Wilmer, LLP to advise and represent the
Debtor in matters related to franchise law, and Hinman &
Carmichael LLP as Beverage Law counsel.

Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

On Feb. 22, 2011, the Acting U.S. Trustee appointed an official
committee of unsecured creditors.  The committee has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.


ROUND TABLE: Farella Braun OK'd on Non-Bankruptcy Corporate Law
---------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Round Table Pizza,
Inc., et al., to employ Farella Braun + Martel LLP as a counsel
for providing non-bankruptcy corporate law and general litigation
services.

The Debtor will not disburse any compensation or expense
reimbursement to Farella Braun absent a separate Order of the
Court authorizing the disbursement.

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

                           About Round Table

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as its auditor and accountant,
Farella Braun + Martel LLP as counsel for the special purpose of
providing non-bankruptcy corporate law and general litigation
services, Littler Mendelson P.C. to advice on employment law
matters, Huntley, Mullaney, Spargo & Sullivan Inc. as its real
estate consultant, Snell & Wilmer, LLP to advise and represent the
Debtor in matters related to franchise law, and Hinman &
Carmichael LLP as Beverage Law counsel.

Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

On Feb. 22, 2011, the Acting U.S. Trustee appointed an official
committee of unsecured creditors.  The committee has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.


SAGITTARIUS RESTAURANTS: Moody's Affirms 'Caa1' Corporate Rating
----------------------------------------------------------------
Moody's Investors Service revised the rating outlook of
Sagittarius Restaurant LLC's to positive from stable. The
company's Caa1 Corporate Family and Probability of Default Ratings
were affirmed along with its B1 rating on the senior secured
credit facilities.

Ratings affirmed and LGD assessments revised:

   -- Corporate Family rating at Caa1

   -- Probability of Default rating at Caa1

   -- $199 million senior secured credit facilities due 2015 -- to
B1 (LGD2, 17%) from B1 (LGD2, 20%)

Ratings outlook -- positive

The outlook revision to positive largely reflects Moody's more
favorable view on Sagittarius's ability to reduce and sustain
debt/EBITDA below 6.0 times (incorporating Moody's analytical
adjustments), the target leverage required for a one-notch rating
upgrade.

"Given Moody's current expected level of free cash flow generation
for 2011 and 2012, Sagittarius' debt/EBITDA will likely decline
below 6.0x by the end of FY 2012 if it can sustain or improve its
operating performance," stated John Zhao, an analyst at Moody's.
"However, Sagittarius would also need to continue to make debt
payment beyond mandatory amortization in order to achieve a B3
Corporate Family Rating in Moody's opinion."

The positive outlook also gains support from the company's
demonstrated ability to maintain relatively stable EBITDA by
controlling costs and driving positive traffic at its Del Taco
quick service restaurant chain, amidst challenging economy,
especially in California where Del Taco restaurants are
concentrated.

The affirmation of Caa1 CFR continues to reflect high leverage in
the capital structure. In the first quarter 2011, Sagittarius'
debt/EBITDA was approximately 6.2 times. Moody's believes that the
high interest rate on the subordinated notes at both its operating
and holding companies, which is currently paid-in-kind at 13.0%
could offset modest debt reductions and would prevent significant
deleveraging. The Caa1 also considers the still weak economic
conditions particularly in Sagittarius' home state -- California,
the consistently elevated level of promotional activities and the
potential margin pressure due to commodity price volatility.
Positively, the rating considers Sagittarius' good liquidity
profile and brand recognition.

The principal methodology used in rating Sagittarius Restaurants
LLC was the Global Restaurant Industry Methodology, published June
2008. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA, published June 2009.

Sagittarius Restaurants LLC, headquartered in Lake Forest,
California, operates and franchises Mexican QSRs under the Del
Taco brand name. The company had 525 units in 17 states and
generated revenues of approximately $350 million at the end of
March 27, 2011. Sagittarius is owned by a consortium of private
equity firms.


SHEARER'S FOODS: Moody's Confirms CFR at B2; Outlook Negative
-------------------------------------------------------------
Moody's confirmed the ratings of Shearer's Foods, Inc., including
its B2 corporate family rating, probability of default ratings at
B2 and its term loan B facilities at B1. The outlook is negative.
These actions conclude the review for possible downgrade that
Moody's initiated on May 17, 2011.

These ratings were confirmed:

   -- Corporate Family Rating at B2,

   -- Senior secured Revolver at B1 (LGD 3, 39%),

   -- Senior secured Term loan B at B1 (LGD 3, 39%),

   -- Probability of Default rating at B2.

RATINGS RATIONALE

The confirmation follows from Shearer's announcement that it has
secured equity funding ($14.3 million in net proceeds) and
completed an amendment to its credit agreement. The amendment
provides for improved financial covenant headroom, alleviating
short-term liquidity concerns.

The negative outlook primarily reflects Moody's concerns that
Shearer's is still facing operational challenges as it executes
its expansion plans in the midst of a difficult commodity cost
environment over the next year. Moody's had originally expected
leverage to remain at or below 4 times when Moody's initiated
rating coverage last March, but leverage has exceeded 4.5 times in
each of the last three quarters and is likely to rise to above 5
times by the end of fiscal 2011. Similarly, Shearer's EBITA margin
is expected to be significantly lower than originally anticipated,
in the 6% - 7% range near term, due to operating challenges,
higher than expected integration costs, delays in recognizing
benefits from expansion and exposure to rising commodity costs.
Moody's recognizes that the need for expansion is due to higher
demand from important customers, which could be a long-term credit
positive.

The ratings reflect company's solid position in private label, co-
pack and branded snack foods following the acquisition of Snack
Alliance last year, a transaction which provided greater
geographic, product and

customer diversity to Shearer's. However the rating also reflects
the company's relatively small scale, narrow focus on the salty
snack sector, and its increasing leverage as a result of expansion
plans that have yet to generate improved cash flows. While the
company enjoys growing diversity in its product offerings, it is
less diversified both geographically and in terms of product
categories than larger packaged food companies with which it
competes. It is the largest producer of kettle chips in the
country and one of the largest producers of private label potato
chips. Although Shearer's has many opportunities for growth,
Moody's believes that the company has been challenged to build
capacity to accommodate these opportunities while still
integrating the recent acquisition and facing a tough commodity
environment.

Shearer's outlook could be brought back to stable if the company
builds its covenant cushion above 20%, business regains momentum
and EBITDA grows such that leverage is trending lower. The
company's ratings could be upgraded if EBITA margins were
approaching 10% and leverage was sustained under 4 times (using
Moody's standard analytic adjustments) and solid business momentum
is sustained.

Shearer's ratings could be downgraded if the company fails to
maintain comfortable covenant cushion under the amended credit
agreement, margins come under further pressure, debt to EBITDA
approaches 6 times (using Moody's adjustments),or if Shearer's is
unable to improve its operating performance on the back of the
recent expansion.

The principal methodology used in rating Shearer's Foods, Inc. was
the Global Packaged Goods Industry Methodology, published July
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA, published June 2009.

Shearer's, headquartered in Brewster, Ohio, is a leading producer
of high quality, co-pack, private label and branded food products,
with LTM sales as of March 2011 of approximately $370 million.


SHILO INN: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Shilo Inn, Casper, LLC
        dba Shilo Inn
        an Oregon Limited Liability Company
        11600 SW Shilo Lane
        Portland, OR 97225

Bankruptcy Case No.: 11-20720

Chapter 11 Petition Date: June 29, 2011

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Debtor's Counsel: Mark E. Macy, Esq.
                  MACY LAW OFFICE, P.C.
                  217 West 18th Street
                  Cheyenne, WY 82001
                  Tel: (307) 632-4100
                  Fax: (307) 632-8100
                  E-mail: mark@macylaw.net

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

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

A list of the Company's 17 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wyb11-20720.pdf

The petition was signed by Christopher Campbell, secretary


SIRIUS XM: S&P Affirms 'BB-' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Sirius XM Radio Inc. to positive from stable, reflecting the
company's improving operating performance, declining debt
leverage, and prospects for continued strengthening in credit
measures for 2011.

"We also affirmed the ratings on the company and its XM Satellite
Radio Inc. subsidiary, including the 'BB-' corporate credit
rating," S&P related.

Sirius XM had total debt outstanding of $3.1 billion as of March
31, 2011.

The 'BB-' rating on Sirius XM reflects Standard & Poor's
expectation that revenue and EBITDA will increase in 2011,
resulting in debt leverage in the low-4x range and interest
coverage in the low- to mid-2x range.

"Sirius XM is the only U.S. satellite radio operator, but it faces
significant hurdles to maintaining consistent, long-term growth,
including the need to broaden subscriber demand and reduce churn
in line with other satellite entertainment providers," said
Standard & Poor's credit analyst Hal Diamond.

Sirius XM derives almost all of its revenue from subscription
fees. Revenue growth is largely a function of new subscriber
additions, which is heavily dependent on new auto sales and, to a
lesser extent, selective price increases that may aggravate churn.
Further long-term risks relate to maintaining subscriber growth
during a period of increasing competition from online audio
services, and delivering a compelling program lineup at reasonable
cost.

Standard & Poor's rating outlook is positive, reflecting its view
that a continued recovery in auto sales will support growth and
strengthen credit measures over the near to intermediate term.


SOURCEGAS LLC: Moody's Reviews 'Ba2' CFR for Possible Upgrade
-------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
SourceGas LLC's Ba2 Corporate Family Rating and Ba1 senior
unsecured debt rating.

The rating review is largely driven by the relatively credit
supportive outcome of the recent rate cases in Wyoming and
Colorado as well as the Nebraska appeal that was more favorable to
the company's financial performance since it allowed for an
additional $3 million rate increase over the $1.8 million
initially allowed by the commission. "The allowed rate hikes that
became effective during the first quarter of 2011 enhance
SourceGas' cash flow visibility and are expected to contribute to
the continued improvement in the company's key financial metrics"
said Moody's analyst Natividad Martel.

The rating action acknowledges SourceGas' improving credit
metrics; specifically, at year-end 2010, Source Gas' CFO pre-W/C
interest coverage and CFO pre-WC to debt were 3.3x and 12.4%,
respectively. Moody's expects SourceGas to report similar credit
metrics over the medium term such that these are well positioned
within the lower range of the Baa3 rating category. That being
said, the material consolidated leverage (including Holdings'
debt) still constrains the consolidated credit metrics as during
2010 it reported consolidated CFO pre-W/C to debt and CFO pre W/C
interest coverage of around 9% and 2.7x times, respectively, while
the debt to total capitalization ratio exceeded 65%.

Nevertheless, further positive factors supporting a possible
upgrade include the company's improving business risk profile
given management's current focus on pursuing organic growth
initiatives within its regulated operations. These initiatives are
mainly associated with conversions from propane and other fuel
types amid the slow recovery of the housing sector within its
service territories. In addition, management's target for
SourceGas' debt (excluding the $150 million term loan at Holding)
to total book capitalization ratio is not to exceed 53%.

A key factor in the determination of a possible upgrade will be
the renewal of SourceGas' revolving credit facility expiring in
May 2012 given its relevance for the company's liquidity profile,
and the refinancing of Holdings' term loan also due in May 2012.
Moody's will further assess whether SourceGas' CFO pre-W/C to debt
and CFO pre-W/C interest coverage can continue to exceed 10% and
2.5x, respectively, on a sustainable basis. Nevertheless, Moody's
believes at this point that the outcome of the rating review is
likely to be limited to no more than a one notch change in the
corporate family rating, and the senior unsecured rating.

Moody's most recent rating action on SourceGas was on June 28,
2010, when the outlook was changed to positive.

The principal methodologies used in rating SourceGas is Moody's
Regulated Electric and Gas Utilities methodology published in
August 2009, and Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Headquartered in Lakewood, Colorado, SourceGas is an intermediate
holding company, whose operating subsidiaries provide retail
natural gas distribution services, and operate intrastate
transmission pipelines as well as storage facilities in Arkansas,
Colorado, Nebraska and Wyoming. Furthermore, SourceGas's wholly
owned subsidiary Rocky Mountain Natural Gas LLC offers regulated
wholesale natural gas services mainly to affiliate SourceGas
Distribution LLC, and natural gas liquid sales processed through
two natural gas processing plants. RMNG owns 40% of one of the
processing plants, while the second one is wholly owned by
SourceGas Energy Services, another SourceGas subsidiary. SGES
comprises the group's non-regulated operations (about 8% of the
consolidated gross margin) that consist mainly of unbundled
natural gas (under the Choice Program) to retail customers in
Wyoming and Nebraska.


SPECIALTY TRUST: Exits Chapter 11 Under Northlight
--------------------------------------------------
American Bankruptcy Institute reports that Specialty Trust Inc.
has exited from bankruptcy, according to the REIT's debtor
counsel.

Northlight Financial LLC, a manager of private equity debt
investments and real estate assets, completed a $28.5 million exit
financing to Specialty Trust Inc.  The exit financing was provided
by funds managed by Northlight.

"Property value drivers will be the execution of our disciplined
resolution plan and targeted application of fresh capital."

In December 2010, the Court approved Northlight's Debtor-in-
Possession financing and on June 3, 2011, the Court approved the
Plan of Reorganization.  Pursuant to the Plan, Northlight's real
estate group was designated replacement manager and loan servicer.

The Specialty Trust portfolio includes more than 30 REO and
mortgage assets. Core assets include loans on properties in Sedona
Arizona, La Quinta California and Las Vegas Nevada.

"We see substantial value in the assets of Specialty Trust and the
loan we made on behalf of our investors," said Ben Gerig, Chief
Investment Officer of Northlight's real estate group.  Mr. Gerig
went on to say, "Property value drivers will be the execution of
our disciplined resolution plan and targeted application of fresh
capital."

                      About Northlight

Northlight is an established corporate lender and asset-based
investor that currently manages over $500 million in corporate
loans, real estate loans and related assets.  Mr. Gerig and his
real estate team manage the firm's real estate group which
currently manages over $300 million in commercial real estate
loans and real estate assets with the addition of the Specialty
Trust portfolio.

Northlight was founded in November 2002 by Michael Jahrmarkt,
Robert Woods and Mark Hirschhorn and has been a Registered
Investment Advisor since 2006.  Senior professionals at Northlight
have originated or acquired more than $7 billion of credit-related
assets over their careers and the Northlight founders have
partnered since 1985 as primary management of significant business
units at GE Capital, Heller Financial and Gilman Investment
Company.

                     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.


STANDARD STEEL: S&P Puts 'B' Credit Rating on Watch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Pittsburgh-based railcar and locomotive wheel and axle
manufacturer Standard Steel LLC, including the 'B' corporate
credit rating, on CreditWatch with positive implications.

"The rating action follows the company's announcement that its
parent company, Steel Wheels Acquisition Corp., has agreed to be
sold to Sumitomo Metals Industries Ltd. and Sumitomo Corp.
(A/Stable/A-1) for $340 million," said Standard & Poor's credit
analyst Robyn Shapiro. Standard Steel expects the transaction to
close before year-end, subject to the receipt of regulatory
approvals.

"We will likely withdraw our ratings on Standard Steel if the
rated debt is repaid as part of the transaction," S&P said.


STERLING FINANCIAL: Fitch Upgrades Long-Term IDR to 'B'
-------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Ratings of
Sterling Financial Corporation and its banking subsidiary,
Sterling Savings Bank to 'B' from 'C'. Fitch has also removed the
'F' Individual rating assigned to both entities and assigned a new
Individual rating of 'D'. The Rating Outlook is Positive.

The upgrade of STSA's IDR reflects the considerable enhancement of
its capital position, reduction in problem credits, as well as the
company's return to profitability. STSA's $730 million capital
raise in August 2010 significantly bolstered its regulatory
capital position. With Tier 1 Leverage, Tier 1 risk-based and
Total Capital ratios at March 31, 2011 of 10.6%, 16.5% and 17.8%,
respectively. Additionally, the bank's Tier 1 Leverage ratio of
10.3% comfortably exceeds the 8% enhanced Tier 1 Leverage ratio
required by the Memorandum of Understanding. Fitch views STSA's
significantly replenished capital position as a necessity as it
seeks to reduce the remaining risk on its balance sheet.

STSA has significantly reduced problem assets, with non-performing
assets down over 40% from a year ago, and while NPAs as a
percentage of gross loans plus other real estate owned remain
elevated at 11.02% and commercial real estate remains a
significant concentration, the loss content in the portfolio has
been materially reduced and was a key driver of the company's
return to profitability during 1Q'11. Additionally, the company's
construction portfolio which has been the source of an outsized
portion of its problems has declined to 7% of loans from its peak
of 32% at YE07. This portfolio still accounts for half of non-
performing loans.

Fitch believes that the company's current capital and reserve base
should be sufficient to absorb expected future losses in the
portfolio. For ratings to improve further the company needs to
reduce problem credits to more manageable levels, as well as
demonstrate sustained profitability and maintain an enhanced
capital base, a scenario Fitch believes is possible over the next
12 to 18 months. However, if credit problems persist causing the
company to incur losses of a magnitude that starts to materially
erode its capital position, STSA's ratings could face downward
pressure.

The removal of the 'F' Individual rating which was assigned to
signify a company that has defaulted or in Fitch's opinion would
have defaulted if it had not received some form of external
support namely the capital infusion and the U.S. Treasury's
willingness to convert CPP preferred stock into common shares on a
discounted basis to facilitate the recapitalization. The
assignment of the 'D' Individual rating is Fitch's assessment of
the company at this time.

Headquartered in Spokane, WA, STSA operates 178 branches in five
states. As of March 31, 2011, STSA had $9.4 billion in assets,
$6.7 billion in deposits and $5.3 billion in loans.

Fitch has taken these rating actions:

Sterling Financial Corporation

   -- Long-term IDR upgraded to 'B' from 'C';

   -- Short-term IDR upgraded to 'B' from 'C';

   -- Support affirmed at '5';

   -- Support floor affirmed at 'NF';

   -- Individual rating of 'D' assigned following removal of 'F'.

Sterling Savings Bank

   -- Long-term IDR upgraded to 'B' from 'C';

   -- Long-term deposits upgraded to 'B+/RR3' From 'CC/RR3';

   -- Short-term IDR upgraded to 'B' from 'C';

   -- Short-term deposits upgraded to 'B' from 'C';

   -- Support affirmed at '5';

   -- Support floor affirmed at 'NF';

   -- Individual rating of 'D' assigned following removal of 'F'.

The Rating Outlook is Positive.


SUNWEST MANAGEMENT: Thompson & Knight Exits Class Action Suit
-------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that Thompson & Knight
LLP on Wednesday exited a class action in Oregon accusing the firm
of aiding an alleged Ponzi scheme at now-defunct retirement home
operator Sunwest Management Inc.

Law360 relates that U.S. District Judge Michael R. Hogan granted a
motion by the plaintiffs to permanently cut Thompson & Knight from
the suit, following a settlement approved in April.  Another
defendant, Geffen Mesher & Co. PC, remains active in the suit and
did not consent to the motion to dismiss its co-defendant.

                      About Sunwest Management

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- was one of the largest
private senior living providers in the U.S.  In March 2009, U.S.
District Judge Michael Hogan appointed Michael Grassmueck --
founder and principal of Portland, Oregon-based Grassmueck Group,
a national firm that specializes in fiduciary and insolvency
services -- as receiver for the Company after the Securities and
Exchange Commission filed suit against Sunwest and former CEO Jon
Harder, alleging securities fraud.

Sunwest Management placed 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 protection on August 19, 2008.  On Aug. 17, 2008, eight
Sunwest-affiliated LLCs filed for Chapter 11 bankruptcy protection
from creditors in Tennessee.

Sunwest was later renamed Stayton SW Assisted Living.  As reported
by the Troubled Company Reporter on July 16, 2010, Judge Hogan
confirmed the plan of reorganization in the Chapter 11 proceedings
of Stayton.  The plan provides for the sale of up to 149 senior
living facilities to a joint venture formed by Blackstone Real
Estate Advisors VI L.P., Emeritus Senior Living and Columbia
Pacific Advisors.  The Blackstone/Emeritus joint venture acquired
the properties in exchange for cash, securities and debt valued at
$1.3 billion in cash.

Under the Plan, existing Sunwest investors were permitted to
receive either cash or securities in the new company, with a
choice between Class A preferred interests paying 6%, or up to 49%
in common interests in the joint venture.  The reorganization plan
also provides for the creation of a Trustco entity to hold certain
non-senior living assets, such as apartments, office buildings and
bare land, and liquidate the assets over time for the benefit of
the estate's investors and creditors.  The Receiver oversees
Trustco.

In August 2010, Stayton completed the sale of 132 senior living
facilities to the joint venture.  The transaction was valued at
$1.2 billion.

In December 2010, the federal equity receiver in charge of former
Oregon-based senior living provider Sunwest Management announced a
40% initial distribution to investors and other claimants in the
Sunwest securities violation case and related Chapter 11
bankruptcy proceeding.  Resources for the initial distribution
total $228 million and derive from a $1.2 billion real estate
transaction closed earlier this year, in which a joint venture led
by Blackstone Real Estate Advisors VI LP and Emeritus Senior
Living acquired 144 Sunwest properties in exchange for cash,
securities and assumption of debt.


SUPERMEDIA INC: S&P Affirms CCR at 'B-'; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on U.S. directory advertiser SuperMedia Inc., as well as
all issue-level ratings on the company's debt. The rating outlook
is stable.

"At the same time, we revised our recovery rating on SuperMedia
Inc.'s senior secured credit facilities to '4', indicating our
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default, from '3'," S&P said.

"The 'B-' corporate credit rating reflects our view that
SuperMedia will remain under pressure, given the ominous outlook
for print directory advertising," said Standard & Poor's credit
analyst Chris Valentine. "We expect that deterioration in revenue
and profitability could lead to EBITDA coverage of interest
expense in the mid-1x area over the next two years and a weakening
in the company's financial profile, despite a significant
reduction in its total indebtedness as a result of the
reorganization plan earlier last year. SuperMedia will no longer
be permitted to make subpar repurchases of its term debt under the
terms of its recently amended credit agreement. Our rating
assumptions incorporate our view that print directory advertising
will continue to shrink as a component of small business
advertising, and decline in absolute terms. Despite our
expectation that the company will continue to transition a sizable
share of its customers to its online offerings over time, we
expect increased competition within the online channel, compared
with print."

"We continue to assess SuperMedia's business risk profile as
vulnerable, principally because of the significant risks of
continued secular declines in the print directory sector. We view
the financial risk profile as highly leveraged, based on trends of
rising leverage associated with the likely steady erosion of cash
flow, and refinancing risk in 2015, surrounding the company's
credit facility that had $2.2 billion outstanding as of March 31,
2011," S&P related.

"Our assessment of SuperMedia's business risk profile as
vulnerable reflects the significant risks of continued secular
declines in the print directory sector, as well as increased
competition, as small business advertising expands across a
greater number of marketing communication channels. As more
advertising transitions online, the company could face additional
pressures because of the fact that while some of its revenues come
from the Internet or direct mail, the majority comes from
traditional print advertising, which faces a difficult outlook,"
S&P said.


TAYLOR BEAN: Former Chair Farkas Sentenced to 30 Years in Prison
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lee Farkas, former chairman of Taylor Bean & Whitaker
Mortgage Corp., was sentenced last week to 30 years in federal

Mr. Rochelle recounts that in April, Mr. Farkas was convicted by a
jury in Virginia of 14 counts of conspiracy and bank, wire and
securities fraud in what prosecutors said was a $3 billion scheme
involving fake mortgage assets.

                     About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TECHDYNE LLC: Has Green Light to Hire Jennings Strouss as Counsel
-----------------------------------------------------------------
TechDyne, LLC, won Court permission to employ Jennings, Strouss &
Salmon, P.L.C., as its bankruptcy counsel.

The professionals who will likely work on the Debtor's case and
their hourly rates are:

          Professional                      Rate
          ------------                      ----
          Bradley J. Stevens, Esq.      $375 per hour
          Todd B. Tuggle, Esq.          $325 per hour
          Todd M. Adkins, Esq.          $275 per hour
          Kerry A. Hodges, Esq.         $275 per hour

Bradley J. Stevens, Esq., attests that his firm represents no
adverse interest to the Debtor and that it is a disinterested
party, pursuant to 11 U.S.C. Sections 101(14), 327 and 329.

In its statement of financial affairs filed in court, the Debtor
disclosed that it paid the firm $10,000 on June 9 and was due to
make another $10,000 payment on June 30.

The Debtor also disclosed making payments to two of its officers
during the one year period before the Petition Date.  Benjamin V.
Booher, Sr., received $36,000 in aggregate payments from June 2010
to November 2010.  He is still owed $293,103.  The Debtor paid
Charles Josenhaus $1,000 in July 2010.

                          About TechDyne

TechDyne, LLC, based in Scottsdale, Arizona, filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 11-16739) on June 9, 2011.
Judge Charles G. Case, II, presides over the case.  In its
Schedules, the Debtor disclosed $100,000,070 in assets and
$701,313 in debts.  The petition was signed by Benjamin V. Booher,
Sr., managing member.


TECHDYNE LLC: Sec. 341 Creditors' Meeting on July 12
----------------------------------------------------
The United States Trustee for Region 14 will convene a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case
of TechDyne LLC on July 12, 2011, at 10:30 a.m. at US Trustee
Meeting Room, 230 N. First Avenue, Suite 102, in Phoenix.

The Bankruptcy Court also has scheduled a Chapter 11 Status
Conference on the same day, at 11:30 a.m. at 230 N. First Ave.,
6th Floor, Courtroom 601, in Phoenix.

                          About TechDyne

TechDyne, LLC, based in Scottsdale, Arizona, filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 11-16739) on June 9, 2011.
Judge Charles G. Case, II, presides over the case.  In its
Schedules, the Debtor disclosed $100,000,070 in assets and
$701,313 in debts.  The petition was signed by Benjamin V. Booher,
Sr., managing member.


TEN X: Case Summary & Largest Unsecured Creditor
------------------------------------------------
Debtor: Ten X Capital Partners III, LLC (Series B)
        P.O. Box 586
        Orland Park, IL 60462

Bankruptcy Case No.: 11-27294

Chapter 11 Petition Date: June 30, 2011

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

Judge: John H. Squires

Debtor's Counsel: Chester H. Foster, Jr., Esq.
                  FOSTER & SMITH
                  3825 W. 192nd Street
                  Homewood, IL 60430
                  Tel: (708) 799-6300
                  Fax: (708) 799-6339
                  E-mail: chf@fostersmithlaw.com

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

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

The petition was signed by John W. Branch, manager of RM Advisors,
LLC.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Colliers Bennett & Kahnweiler      Unpaid Commission       $56,250
200 S. Wacker Drive, Suite 700
Chicago, IL 60606


THEMEING SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Themeing Solutions, Inc.
        1060 MaryCrest Rd.
        Henderson, NV 89074

Bankruptcy Case No.: 11-20147

Chapter 11 Petition Date: June 28, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Timothy P. Thomas, Esq.
                  LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                  8670 W. Cheyenne Ave. #120
                  Las Vegas, NV 89129
                  Tel: (702) 227-0011
                  Fax: (702) 227-0015
                  E-mail: TTHOMAS@TTHOMASLAW.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/nvb11-20147.pdf

The petition was signed by Peter Mensching, president.


TRANS ENERGY: Elects Three New Members to Board of Directors
------------------------------------------------------------
Trans Energy, Inc., elected Richard L. Starkey, Stephen P. Lucado,
and Dr. Benjamin H. Thomas to the Company's Board of Directors,
effective June 29, 2011.  All three members will serve and qualify
as independent directors.

Mr. Starkey has over 33 years of professional legal experience
with an emphasis on oil and gas law.  A native of southeastern
Ohio, he earned a B.A. degree from Ohio University in 1974 and a
J.D. degree from the University of Cincinnati School of Law in
1978.  Mr. Starkey was Assistant Prosecuting Attorney for Wetzel
County, West Virginia from 1979-1981 and was a practicing attorney
in Parkersburg, West Virginia from 1981-1985.  Mr. Starkey then
joined Wiser Oil Company, a New York Stock Exchange listed company
headquartered in Dallas, Texas in 1985 as staff attorney, then as
assistant secretary in 1986 and then Corporate Secretary and
General Counsel from 1987-1994. In 1994, Mr. Starkey returned to
Parkersburg, West Virginia and has been active in the practice of
law with an emphasis in the practices of oil and gas, real estate
and corporate transactions.  Mr. Starkey is a member of both the
West Virginia and Ohio Bar associations.

Mr. Lucado has over 16 years of professional financial experience.
A native of Chicago, he earned a B.A. degree from Harvard
University in 1994 and an MBA from the University of Chicago
Graduate School of Business in 2006.  Mr. Lucado's business career
includes positions with Citicorp North America, Merrill Lynch &
Co., DN Partners LLC and Navigant Capital Advisors LLC.
Additionally, at Z Capital Partners, he managed investments in the
oil and gas and power industries.  Mr. Lucado also previously
served as Interim CFO of Texas American Resources Company, where
he managed the restructuring of over $175 million in debt.  Since
2010, Mr. Lucado has served as Senior Managing Director and
Founder of Three Oaks Group, which specializes in financial
advisory to companies in the oil and gas industry.

Dr. Thomas has over 33 years of professional oil and gas
experience.  A native of Parkersburg, West Virginia, he earned a
Bachelor of Business Administration degree from Kent State
University in 1975, a Bachelor of Science in Petroleum Engineering
degree from Marietta College in 1981, a Master of Business
Administration from Ashland University in 1987, a Master of
Science in Petroleum and Natural Gas Engineering from West
Virginia University in 1997 and a Doctor of Philosophy in
Petroleum and Natural Gas Engineering in 2002.  Dr. Thomas worked
for Quaker State Oil Refining Corporation from 1979 through 1984
serving in various engineering positions.  Dr. Thomas began work
in 1984 with MB Operating Company eventually serving as President
from 1996 through 1999.  MB Operating consisted of approximately
1,800 producing properties and 200,000 net acres.  In 1996 Dr.
Thomas participated in the formation of Marbel Energy Corporation,
a fully integrated natural gas company.  Companies owned by Marbel
Energy included MB Operating.  In addition to being President of
MB Operating, Dr. Thomas served as Chief Operating Officer and
later President of Marbel Energy Corporation.  In 1999 Dr. Thomas
participated in the formation of Great Lakes Energy Partners, LLC
and served as the Senior Vice President - Production.  The company
had in excess of 7,500 wells and operated in five states.  In 2000
Dr. Thomas returned to academia to complete his doctorate degree.
Since 2000 Dr. Thomas has provided consulting services to the oil
& gas industry.  Commencing in 2004 he has been President of
Thomas Consulting, LLC which provides consulting services in the
areas of reservoir engineering, drilling and production,
operations management, reserve reporting, property acquisitions
and divestures and expert testimony.  Since 2001 Dr. Thomas has
been a faculty member in the Department of Petroleum Engineering &
Geology at Marietta College located in Marietta, Ohio where he
currently serves as an Associate Professor.

John G. Corp, President of Trans Energy, said, "We believe the
addition of these three professionals to our board of directors in
their respective fields of oil and gas law, oil and gas finance
and petroleum engineering brings invaluable assets and real world
experience to our Company as we continue to try and build Trans
Energy into a industry leading company in the development of the
Marcellus shale in northern West Virginia."

                         About Trans Energy

West Virginia-based Trans Energy, Inc. --
http://www.transenergyinc.com/-- is an independent exploration
and production company focused on exploring, developing and
producing oil and natural gas in the Appalachian Basin.  The
common shares of the Company are listed for trading on the Over
The Counter Bulletin Board under the symbol "TENG".

According to the Troubled Company Reporter on Nov. 9, 2010, Trans
Energy, Inc., and CIT Capital USA Inc. entered into a forbearance
letter agreement on Oct. 29, 2010, whereby CIT agreed to
forebear from exercising its rights and remedies against the
Company and its property until Dec. 31, 2010.  The forbearance
relates to a senior secured revolving credit facility.  The
October Forbearance Letter extends the terms and provisions of the
parties' earlier forbearance agreement entered into on July 9,
2010, that extended the forbearance period to Oct. 29, 2010.

As reported by the TCR on April 18, 2011, Maloney + Novotny, LLC,
in Cleveland, Ohio, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has generated significant losses
from operations and has a working capital deficit of $19,699,824
at Dec. 31, 2010.


TRIBUNE CO: Judge Carey Tells Rival Plan Groups To Continue Talks
-----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has asked the rival groups in Tribune Co.'s
Chapter 11 case to continue their discussions toward a consensual
resolution of the bankrupt media company's case, Michael Oneal of
Chicago Tribune reported.

At a June 28, 2011 hearing, Judge Carey recognized that
"sometimes you need a decision from a judge," and promised to
work on producing one as quickly as possible, Chicago Tribune
related.  The bankruptcy judge said that while both sides are far
apart, "they sill have good reason to continue their discussions"
toward a consensual resolution, the report relayed.

Judge Carey also stated that he would spend his time over in July
to come up with a decision on which Chapter 11 Plan for Tribune
and its debtor affiliates will he confirm, although the
bankruptcy judge made no promises when he would deliver,
Mr. Oneal said.

Judge Carey convened the June 28 hearing to consider Deutsche
Bank AG's request for clarification of a state law conveyance
fraudulent claims order that will allow Deutsche Bank and other
indenture trustees to seek consolidation of lawsuits filed in
various states.

Chicago Tribune recalled that Tribune and its creditors have
spent the last two and a half years trying to settle claims
arising from a 2007 leveraged buyout.  Judge Carey has repeatedly
pushed the warring parties to resolve the disputes consensually
with the bankruptcy judge appointing a mediator to help the
settlement talks, the report noted.

The talks resulted in a settlement between Tribune and its two
major creditor constituencies that became the centerpiece of the
Second Amended Joint Plan of Reorganization jointly proposed by
the Debtors; the Official Committee of Unsecured Creditors;
Oaktree Capital Management, L.P.; Angelo Gordon & Co., L.P.; and
JPMorgan Chase Bank, N.A.  The settlement aims to resolve causes
of action arising from the 2007 LBO and to distribute substantial
and immediate recoveries to the creditors.

Left out of the settlement, Aurelius and junior creditors
proposed to pursue litigation against the LBO Lenders pursuant to
the Third Amended Joint Plan of Reorganization jointly filed by
Aurelius on behalf of its managed entities; Deutsche Bank Trust
Company Americas, in its capacity as successor indenture trustee
for certain series of senior notes; Law Debenture Trust Company
of New York, in its capacity as successor indenture trustee for
certain series of senior notes;  and Wilmington Trust Company, in
its capacity as successor indenture for the PHONES Notes.

Last June 27, 2011, Judge Carey heard closing arguments from
Tribune and rival group Aurelius Capital Management, LP. in
support of confirmation of the Chapter 11 Plans.  The bankruptcy
judge however did not state which Plan he favored or when he
intended to rule on the Plans.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Wants Removal Period Extended to Oct. 31
----------------------------------------------------
Tribune Co. asks the Bankruptcy Court to extend to Oct. 31, 2011,
their time to file notices of removal of claims and causes of
action relating to their Chapter 11 proceedings.

The Debtors' deadline to file notices of removal of actions
expired on June 30, 2011.

Given the expiration of the Debtors' removal period on
June 30, 2011, the Debtors ask that the operation of Rule 9006-2
of the Local Rules of Bankruptcy Practice and Procedure of the
U.S. Bankruptcy Court for the District of Delaware extend the
time during which they remove actions from June 30, 2011
expiration until the Debtors' Motion will be heard by the Court,
which hearing is scheduled on July 26, 2011.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago Illinois,
relates that the Debtors have made significant progress in
addressing the prepetition claims asserted against their estates,
particularly with regard to prepetition litigation claims.  Since
the Petition Date, the Debtors have filed 45 omnibus objections
to claims, as well as numerous discrete objections to individual
prepetition litigation claims, he says.  Those actions have
collectively resulted in the disallowance or withdrawal of more
than 1,800 proofs of claim against the Debtors' estates, he
notes.  Various other prepetition litigation claims have been the
subject of various orders or stipulations concerning relief from
the automatic stay and those claims have been addressed
accordingly, he states.  The Debtors have continued to review
their litigation-related proofs of claim and to discuss potential
resolutions of the claims reflected therein, or to pursue
objections thereto, as the Debtors determine is warranted, he
tells the Court.

As a result of these tasks and their attendant on the Debtors'
personnel and professionals, the Debtors require additional time
to review their outstanding litigation matters and evaluate
whether those matters should properly be removed pursuant to Rule
9027 of the Federal Rules of Bankruptcy Procedure.  Absent the
proposed extension, the Debtors would lose a potentially key
element of their overall ability to manage litigation during
these Chapter 11 cases even before that litigation would
reasonably have been evaluated, to the detriment of the Debtors,
their estates and their creditors, he stresses

Mr. Conlan assures the Court that preserving the Debtors' ability
to remove actions imposes no delay or unnecessary burden on any
counterparties to claims or other causes of action relating to
the Debtors' Chapter 11 cases.

The Court will consider the Debtors' request on July 26, 2011.
Objections are due no later than July 19.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Stay of Avoidance Suits Extended to Dec. 30
-------------------------------------------------------
At Tribune Co.'s behest, the bankruptcy court extended the
"termination date" in the order staying avoidance actions
commenced by the Debtors pursuant to Section 546(a) of Bankruptcy
Code.

On December 14, 2010, the Court entered the Stay Order, which
provides for a broad stay of the Avoidance Actions until June 30,
2011.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, stated that many of the claims that are the subject of
avoidance actions in these Chapter 11 cases may be eliminated,
reduced or modified in the event the DCL Plan is confirmed,
because the DCL Plan provides for full payment to general
unsecured creditors of the subsidiary Debtors.

On June 27, 2011, the Court heard closing arguments in connection
with the confirmation proceedings on the Competing Plans.  The
Court has not yet entered an order confirming any of the Chapter
11 Plans.

Even if the DCL Plan or the Noteholder Plan is confirmed prior to
June 30, the Debtors anticipate that it may be several months
before a plan becomes effective, given the Debtors' emergence
from bankruptcy requires the prior consent of the Federal
Communications Commission, Mr. Conlan stressed.  Alternatively,
if neither of the Competing Plans is confirmed, the Debtors
believe it is prudent to continue the Stay until it is determined
how any future plan proposed for the Debtors will treat the
Avoidance Actions, he said.

Mr. Conlan insisted that the extension of the Stay appropriately
preserves the status quo while the Court considers the Competing
Plans and the Debtors take the steps necessary to satisfy the
preconditions to a confirmed plan becoming effective, including,
but not limited to, obtaining FCC approval.  The extension of the
Stay of the Avoidance Actions will not prejudice any of the
defendants to the Avoidance Actions, who will similarly
conserve their resources until a final resolution is reached on
the Competing Plans and the Debtors determine the appropriate
course of action on the Avoidance Actions based on that
resolution, he assured the Court.

Except as provided in the extension order, the Stay Order will
remain unchanged and enforceable, Judge Carey ruled.

The Court granted the Debtors' request after a certificate of no
objection was filed.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Debtor & Noteholders Make Closing Arguments for Plans
-----------------------------------------------------------------
Tribune Company and rival Aurelius Capital Management LP made
closing arguments in support of confirmation of their separate
Chapter 11 Plan of Reorganization for the bankrupt company before
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware on June 27, 2011.

After more than five hours of argument, Judge Carey ended the
hearing without saying which of the plans will he confirm, Steven
Church of Bloomberg News reported.  Neither did the bankruptcy
judge indicate when he intends to rule on either Plan, Reuters
stated in a separate report.

"If we get something this summer we should be happy," said a
lawyer involved in the matter who was not authorized to speak
publicly, according to Michael O'neal of the Los Angeles Times.

The Second Amended Joint Plan of Reorganization proposed by the
Debtors, the Official Committee of Unsecured Creditors, Oaktree
Capital Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan
Chase Bank, N.A., incorporates a settlement that will resolve
causes of action arising from the 2007 leveraged buyout against
two major creditor constituencies -- the Senior Lenders and
Bridge Lenders.  According to the DCL Plan Proponents, the
settlement couples substantial guaranteed immediate distributions
with the prospect of potentially significant additional
recoveries from defendants other than the settling lenders,
including shareholders, officers, directors, Samuel Zell and EGI-
TRB LLC, and various professionals.

In contrast, Aurelius; on behalf of its managed entities;
Deutsche Bank Trust Company Americas, in its capacity as
successor indenture trustee for certain series of senior notes;
Law Debenture Trust Company of New York, in its capacity as
successor indenture trustee for certain series of senior notes;
and Wilmington Trust Company, in its capacity as successor
indenture for the PHONES Notes propose, in their Third Amended
Joint Plan of Reorganization, to pursue litigation against the
LBO Lenders.  The Noteholders insist that Pre-LBO Noteholders
stand a 74% chance of receiving greater recoveries than those
proposed by the DCL Plan.

The Court also considered at the June 27 hearing, briefs
previously filed by the Plan Proponent Groups in furtherance of
their Plans.

At the June 27 hearing, James Conlan, Esq., at Sidley Austin LLP,
in Chicago, Illinois, bankruptcy counsel to Tribune, told Judge
Carey that the company's proposal is "the next best choice to
provide a path to exit bankruptcy and a fair one," Reuters
relayed.  "A consensual resolution would be optimal," the lawyer
was quoted as saying by Reuters.

After running though a list of defenses against the potential
lawsuits noteholders might bring, Tribune lawyer James
Bendernagel, Esq., at Sidley Austin LLP, in Chicago, Illinois,
summed up the chances of the noteholders knocking out all the
buyout loans as "pretty long odds," Reuters noted.

"This is a case that you ought to settle," seconded James
Sottile, Esq., at Zuckerman Spaeder LLP, in Washington, D.C.,
counsel for the Official Committee of Unsecured Creditors,
Bloomberg related.  Mr. Sottile insisted that Tribune's
settlement plan is supported by conclusions of a court-appointed
examiner, who found only part of the LBO was vulnerable to
challenge by noteholders, Bloomberg relayed.  "The bottom line
is, the examiner looked at all the evidence," the creditors'
lawyer pointed out.

Counsel to the Noteholders, David M. Zensky, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, stressed that, "the
settlement is very very small in relation to the fruits of
pursuing litigation," Reuters stated.

The Noteholders estimate they could get up to $3 billion by
litigating against the lenders who funded the LBO, Reuters noted.
Under that scenario, lenders would get less than 40% of what they
are owed, Reuters says.

Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New
York -- aqureshi@akingump.com -- lawyer for the Noteholders,
urged the bankruptcy judge at the hearing to reject the
settlement because there is evidence lenders knew the two-step
buyout would fail before arranging the loans used to pay
shareholders, Bloomberg relayed.

Mr. Qureshi asserted that Tribune's February 2007 projections
were outlandish that they were not taken seriously by people
involved in the buyout, Bloomberg further related.  An official
with one of the banks involved in the transaction said in a video
deposition played at the hearing that the bank made its own
projections, the news agency stated.  That was because the
company's projections were so unreliable, insisted Mr. Qureshi,
Bloomberg said.

For the publisher to meet its 2007 financial goal Tribune's six
newspapers needed to increase weekly cash flows by 44.5%, Mr.
Qureshi stated, according to Bloomberg.  At that time, analysts
and media executives believed the industry had begun a long-term
decline in revenue that would last 10 years, the lawyer averred,
Bloomberg noted.

"What the evidence does show your honor is that the LBO was
doomed from the outset," Mr. Qureshi was quoted as saying by
Reuters during the hearing.

The bankruptcy judge, however, indicated that he was less
interested in the Noteholders' complaint about how the settlement
was negotiated than in the deal itself, which would prevent an
LBO-related lawsuit against the lenders, Bloomberg relayed.

"I am more focused on the question, 'Is this a good deal?'" the
bankruptcy judge pointed out during the hearing.

The bankruptcy judge could take weeks or even months to consider
the evidence and write up a ruling to confirm one of the plans or
reject them both, leaving the company in limbo until then, the
Los Angeles Times pointed out.

In other developments, Tribune and Great Banc Trust, which was
the trustee for the employee stock ownership plan at the center
of the LBO, may be on the verge of settling a federal court case
brought by several former LA Times employees, according to LA
Times.  Tribune's counsel, Bryan Krakauer, Esq., at Sidley Austin
LLP, in Chicago, Illinois, disclosed that the talks have been
moving forward but may take several weeks to complete, LA Times
adds.

                    Closing Arguments on June 27

Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware rescheduled the hearing to consider closing
arguments with respect to confirmation of competing Chapter 11
Plans for Tribune Company and its debtor affiliates to June 27,
2011, according to James F. Conlan, Esq., at Sidley Austin LLP,
in Chicago, Illinois, counsel to the Debtors.

A. Debtors' Findings of Fact & Conclusions of Law

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, tells Judge Carey that the consensual resolution of
certain objections to the DCL Plan satisfies all applicable
requirements of the Bankruptcy Code and the Bankruptcy Rules and
supported by evidentiary record.

Mr. Conlan tells the Court that the DCL Plan Proponents propose
to add language in their proposed confirmation order to resolve
the confirmation objections:

(1) On the Effective Date, as a result of the inclusion of
   Section 6.9 in the Plan, all proofs of claim asserted against
   any of the Debtors by (i) ACE American Insurance Company and
   its affiliates, (ii) Zurich American Insurance Company, and
   (iii) The Travelers Indemnity Company & its affiliates will
   be deemed withdrawn by the relevant claimants without the
   need for further action by any of the Debtors, the ACE
   Companies, Zurich or Travelers, and the Debtors' claims agent
   is authorized to modify the claims register in these cases to
   remove those claims from the claims register.

(2) Notwithstanding anything to the contrary in the Plan or in
   the Confirmation Order, an Administrative Expense Claim that
   is an expense under Sections 503(b)(I)(B) or 503(b)(I)(C) of
   the Bankruptcy Code, including interest due under applicable
   non-bankruptcy law, will be timely paid in the ordinary
   course of business without the need of any governmental unit
   to file a request for payment of the Administrative Expense
   Claim or any other document, including a Proof of Claim.

(3) For the avoidance of doubt, should the Reorganized Debtors
   elect to satisfy an Allowed Priority Tax Claim in regular
   installment payments in Cash pursuant to sub-part (b) of
   Section 2.3 of the DCL Plan, those regular installment
   payments will be in equal quarterly installments in Cash.

(4) If the Debtors fail to cure a default with respect to a tax
   payment owed to a Taxing Authority that is not the subject of
   a bona fide dispute within 90 days after service of written
   notice of default from Taxing Authority, then that Taxing
   Authority may (a) enforce the entire amount of its undisputed
   claim, (b) exercise any and all rights and remedies under
   applicable non-bankruptcy law, and (c) seek relief as may be
   appropriate in the Court.

(5) Federal Communications Commission

   No provision in the DCL Plan or this confirmation order
   relieves the Reorganized Debtors from their obligations to
   comply with the Communications Act of 1934, as amended, and
   the rules, regulations and orders promulgated thereunder by
   the Federal Communications Commission.  No transfer of
   control to the Reorganized Debtors of any federal license or
   authorization issued by the FCC will take place prior to the
   issuance of FCC regulatory approval for that transfer of
   control pursuant to applicable FCC regulations.  The FCC's
   rights and powers to take any action pursuant to its
   regulatory authority over the transfer of control to the
   Reorganized Debtors, including, but not limited to, imposing
   any regulatory conditions on that transfer, are fully
   preserved, and nothing in this order will proscribe or
   constrain the FCC's exercise of that power or authority to
   the extent provided by law.

(6) Nothing in the DCL Plan or the confirmation order is intended
   to, or will, confer jurisdiction on the Bankruptcy Court to
   determine the tax consequences of the DCL Plan or to
   determine the tax liability of a non-debtor beyond the
   jurisdiction permitted under applicable law.  In addition,
   notwithstanding any provision to the contrary, nothing in the
   DCL Plan or this confirmation order will affect the rights of
   the United States Government, including the Internal Revenue
   Service (1) from seeking, pursuant to applicable
   non-bankruptcy law, to assess or collect from any non-debtor
   person or entity that may be liable directly or indirectly
   for the Debtors' taxes, including but not limited to
   liability under Sections 4975 and 6672 of the U.S. Internal
   Revenue Code; or (2) from assessing or collecting from the
   Debtor any taxes that the Bankruptcy Code renders
   non-dischargeable.

(7) Notwithstanding anything to the contrary in the Plan, the
   confirmation order or any implementing Plan document, nothing
   will affect the rights of the New York State Department of
   Taxation and Finance to take action against non-debtor third
   parties who may be responsible for payment of prepetition or
   postpetition tax liabilities of any of the Debtors, and those
   rights are expressly reserved.

(8) The Debtors and Reorganized Debtors will comply with their
   statutory obligations under Section 1930 of the U.S.
   Judiciary and Judicial Procedures Code and file post
   confirmation reports to the extent required by law and, to
   the extent applicable, in accordance with any agreements
   reached between the Debtors and the U.S. Trustee during the
   Chapter 11 cases with respect to those matters.

(9) United States Environmental Protection Agency

   As to the U.S. Government, its agencies, departments or
   agents, nothing in this confirmation order or the DCL Plan
   discharges, releases or precludes: (i) any environmental
   liability to the U.S. Environmental Protection Agency that is
   not a Claim; (ii) any environmental Claim of the U.S.
   Government arising on or after the Confirmation Date; (iii)
   any environmental liability to the U.S. Government on the
   part of any entity as the owner or operator of real property
   owned or operated after the Confirmation Date; or (iv) any
   environmental liability to the U.S. Government on the part of
   any Person other than the Debtor or Reorganized Debtors.  Nor
   will anything in this confirmation order or the DCL Plan
   enjoin or otherwise bar the U.S. Government from asserting or
   enforcing, outside the Court, any liability described.  The
   Court retains jurisdiction, but not exclusive jurisdiction,
   to determine whether environmental liabilities asserted by
   the U.S. Government are discharged or otherwise barred by the
   confirmation order, the DCL Plan or the Bankruptcy Code.

(10) The DCL Plan, the DCL Plan Supplement, any document filed in
    connection with the DCL Plan or the confirmation thereof, or
    the DCL Plan Confirmation Order do not purport to affect,
    impair, or otherwise alter those rights as Warren Beatty may
    otherwise have in or to certain motion picture, television,
    and related rights in the Dick Tracy character arising from
    an August 28, 1985 agreement between Mr. Beatty and Debtor
    Tribune Media Services, Inc.  However, nothing in the DCL
    Plan and Confirmation Documents purports to in any way
    modify or alter and will not be deemed to modify or alter
    these Court orders: (i) Order denying Motion to Dismiss
    Adversary Proceeding, dated November 9, 2009, Case No. 08-
    13141 (KJC) (Bankr. D. Del. 2008) and (ii) Stipulated Order
    Staying Adversary Proceeding, dated December 23, 2009, Case
    No. 09-50486 (KJC) (Bankr. D. Del. 2009).  All of
    Mr. Beatty's rights, interests, and remedies in and to the
    Dick Tracy Rights, if any, are expressly reserved and are
    not waived, modified, impaired, or otherwise altered by the
    DCL Plan and Confirmation Documents.

More importantly, the DCL Plan implements a good faith settlement
of certain LBO-Related Causes of Action, thus providing for
substantial distributions to creditors immediately upon the
effective date, Mr. Conlan asserts.  Indeed, Kenneth Klee, the
Court-appointed examiner's analysis strongly supports the
reasonableness of the DCL Plan Settlement, Mr. Conlan insists.
Mr. Conlan states that in five of the six scenarios analyzed by
the Examiner, incremental recoveries to Non-LBO Creditors on
account of the LBO-Related Causes of Action range from $0 in the
no avoidance scenario to a range of approximately $205 million to
$244 million in the scenario involving avoidance of all Senior
Loan and Bridge Loan Claims against Tribune and avoidance of all
Step Two Senior Loan Claims and Bridge Loan Claims against the
Guarantor Subsidiaries.  Even at the every high end, those
recoveries are less than half of the approximately $535 million
in guaranteed Effective Date settlement consideration provided by
Senior Lenders ($401 million), Bridge Lenders ($13.3 million),
and Settling Step Two Payees ($120 million) and received by non-
LBO Creditors pursuant to the DCL Settlement, Mr. Conlan asserts.

On the contrary, the Noteholder Plan provides lower guaranteed
distributions while delaying distribution of a significant
portion of the Debtors' total distributable enterprise value
pending litigation of the Noteholder Trust Causes of Action, Mr.
Conlan points out.  He contends that although both Chapter 11
Plans are reorganization plans, the DCL Plan seeks to
successfully reorganize and advance the ongoing operations of the
Reorganized Debtors, while the Noteholder Plan is focused
primarily on the liquidation of the LBO-Related Causes of Action.
The DCL Plan is thus more closely aligned with the policy
underlying Section 1129(c), which generally favors the successful
rehabilitation of a debtor, he maintains.

For those reasons, the DCL Plan complies with the requirements of
Section 1129, Mr. Conlan insists.

A two-part copy of the DCL Plan Proponents' Plan Findings of Fact
is available for free at:

  http://bankrupt.com/misc/Tribune_DCLPlanFindingsofFact_A.pdf
  http://bankrupt.com/misc/Tribune_DCLPlanFindingsoFact_B.pdf

B. Noteholders' Findings of Fact & Conclusions of Law

The Noteholders submitted to Judge Carey proposed findings of
fact and conclusions of law in support of confirmation of their
Chapter 11 Plan.

David M. Zensky, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, argues that under the DCL Plan Settlement, the Debtors'
estates are abandoning in excess of $12 billion of claims in
exchange for consideration of only $488 million.  Moreover, the
Noteholders' proffered expert Bruce Beron testified that (i)
litigating the LBO Claims have an expected value of $1.51 to
$1.83 billion, (ii) these claims have a high chance of producing
a recovery far in excess of the consideration offered in the
Proposed Settlement, and (iii) thus the Proposed Settlement is
not even close to reasonable, Mr. Zensky tells the Court.

Mr. Zensky also contends that the process leading to the proposed
settlement lacked the type of vigorous arm's-length bargaining
among the major stakeholders that sometimes provides reassurance
to the court that a proposed compromise is reasonable and in the
best interests of the creditors.  "While the record reflects some
bargaining took place among the DCL Plan Proponents regarding
their own parochial interests, the evidence also strongly
suggests that no participant in the negotiations adequately
represented the interests of the Pre-LBO Noteholders, or was
incentivized to maximize the settlement value of the LBO Claims.
In the end, the settlement that resulted from the process did not
reflect the true value of the LBO Claims," he alleges.

In a supplement to the proposed findings of fact, the Noteholders
insist that their proposed Plan triggers no rule violations under
the Federal Communications Commission or delays because it would
not give JPMorgan Chase Bank, N.A., Angelo, Gordon & Co., L.P. or
Oaktree Capital Management, L.P., attributable interests in
Reorganized Tribune.

Accordingly, the Court cannot confirm the DCL Plan because the
Proposed Settlement upon which it is premised fails to satisfy
Rule 9019 of the Federal Rules of Bankruptcy Procedure and
Section 1129(a) of the Bankruptcy Code, Mr. Zensky asserts in the
accompanying conclusions of law.  He argues that the Proposed
Settlement fails to satisfy factors laid out in Myers v. Martin
(In re Martin), 91 F.3d 389, 393 (3d Cir. 1996), including that
the overwhelmingly evidence shows the LBO Claims against the LBO
Lenders have a very strong likelihood of successfully yielding a
full recovery for Non-LBO Creditors, or one that is substantially
greater than the Proposed Settlement.

In conjunction, the true total distributable value of the Debtors
is $8.291 billion, Mr. Zensky insists.  A higher DEV results in a
higher recovery for the Senior Lenders and should also result in
the Senior Lenders giving up a greater percentage of their
recovery to settle the LBO Claims, he maintains.

In an accompanying letter to the Court, Mr. Zensky explains that
the Noteholders' Proposed Conclusions of Law are principally
directed to those issues at the evidentiary part of the
confirmation hearing.  Thus, the Proposed Conclusions of Law do
not address purely legal arguments addressed in the parties'
brief or argued at the April 13 and 14, 2011 hearings, and do not
contain the routine findings and conclusions contained in a
typical confirmation order, he says.  Should the Court require
proposed findings of fact or conclusions of law on any additional
matters, the Noteholders will submit those additional materials.

Full-text copies of the Noteholders' Proposed Findings of Fact
and supplement and Conclusions of Law are available for free at:


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

http://bankrupt.com/misc/Tribune_NoteholdersPropFindingsofFact.pdf
  http://bankrupt.com/misc/Tribune_NoteholdersConcofLaw.pdf

The Noteholders' Plan Findings of Fact and related supplement
were filed under seal with a corresponding motion seeking the
Court's permission to file the documents under seal.  The
Noteholders also submitted to the Court a corrected table of
authorities, which was inadvertently filed with the Plan Findings
of Fact.  The corrected table is also filed under seal.

                    Wilmington Trust Files
                     Plan Findings of Fact

"The DCL Plan fails to provide Wilmington Trust Company with due
process rights with respect to claims that clearly belong to
holders of the PHONES Notes," William D. Sullivan, Esq., at
Sullivan Hazeltine Allinson LLC, in Wilmington, Delaware, counsel
to Wilmington Trust, tells Judge Carey.

In March 2010, Wilmington Trust, as successor indenture trustee
for the Exchangeable Subordinated Debentures due 2029 in the
aggregate principal amount of $1.2 billion issued in April 1999
by Tribune Company, filed a complaint seeking relief for causes
of action, including equitable disallowance, equitable
subordination and the imposition of a constructive trust.
Mr. Sullivan stresses that the Court adopts the Examiner's
findings that the PHONES Complaint contains individual claims
that belong to the holders of the PHONES Notes and are not estate
claims.  Thus, the DCL Plan's failure to address the PHONES
Complaint and settle the claims arising thereunder with no direct
consideration to the PHONES is without legal basis, he insists.

Mr. Sullivan further contends that the DCL Plan's distribution
scheme that satisfies claims of and distributes proceeds to the
PHONES Complaint Defendants would effectively render futile
several causes of action in the PHONES Complaint, including
equitable disallowance and equitable subordination.  This attempt
to "moot" the colorable claims of Wilmington Trust on behalf of
the holders of the PHONES Notes should be rejected, he stresses.

Though the DCL Plan Proponents have attempted to settle estate
claims against the LBO Lenders, this does not entitle them to
settle individual claims against the LBO Lenders, including those
held by the holders of PHONES Notes, Mr. Sullivan maintains.

The PHONES Trustee previously filed with the Court a redacted
version of its proposed findings of fact and related motion to
file under seal the document.  A full-text copy of the redacted
document is available for free at:

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

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TROPICANA ENT: Court OKs Settlements With Kirkland, AlixPartners
----------------------------------------------------------------
The Honorable Kevin J. Carey grants permission to Tropicana
entities known as the Reorganized OpCo Debtors and the Steering
Committee of Lenders to enter into the separate settlement
agreements they negotiated with Kirkland & Ellis LLP, on the one
hand, and AlixPartners, LLP on the other hand.

The Settlements allow the resolution of certain disputes related
to the firms' final fee applications.

All objections to the approval of the Settlements that have not
been withdrawn, waived or settled, and all reservations of rights
included in the objections, are overruled, the U.S. Bankruptcy
Court for the District of Delaware rules.

Before the Court entered its ruling, the Reorganized OpCo Debtors
objected to the Liquidating LandCo Debtors and Tropicana Las
Vegas, Inc.'s proposed addition of "overbroad" language to the
proposed orders approving the Settlement Motions.  The LandCo
Parties previously stated they have no interest in the fee claims
settlements made by K&E and AlixPartners, but later "switched
gears" and sought to enhance their rights against the Reorganized
Debtors and obtain an overbroad reservation of rights by
purposefully misreading the language of the Settlement
Agreements, Richard J. Corbi, Esq., at Proskauer Rose LLP, in New
York, counsel to the Reorganized OpCo Debtors, noted.

Mr. Corbi maintained that the Settlement Agreements do not
prejudice the rights of any party-in-interest to the Professional
Fee Objections, including the LandCo Debtors.  Moreover, the
LandCo Debtors, he argued, are not parties to the Settlement
Agreements and thus, the Settlement Agreements do not -- and are
not meant to -- impair the rights of the LandCo Debtors.

Nevertheless, the Reorganized OpCo Debtors offered and were
willing to insert language in the proposed orders approving
the Settlement Motions, to provide that nothing in the order or
Settlement Agreements impairs the rights of the Liquidating
LandCo Debtors, Mr. Corbi related.  But the proposed insertion
was refused by the LandCo Debtors, he noted.  The Reorganized
OpCo Debtors thus sought for the LandCo Limited Objection to be
overruled.

The Court has ruled that all unresolved objections to the
Settlement Motions, including those of the LandCo Parties, are
overruled.

The Steering Committee withdraws its objections to the final fee
applications of K&E and AlixPartners by virtue of the firms' fee
claims settlements.  The Steering Committee's Fee Objections as
to the remaining professionals' final fee applications are not
affected.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Fee Allocation Dispute Still Pending in Court
------------------------------------------------------------
The dispute on the proper allocation of professional fees between
Tropicana entities known s the Reorganized OpCo Debtors and the
Liquidating LandCo Debtors continue to be before the U.S.
Bankruptcy Court of Delaware.

A hearing was held in May 2011 on the matter, but no final court
decision has been entered.  Instead, the parties agreed to
bifurcate issues relating to the allocation of fees between the
LandCo Debtors and the OpCo Debtors.

The Reorganized OpCo Debtors have obtained Court approval of
settlement agreements on the matter with Kirkland & Ellis LLP and
AlixPartners LLP, but the other remaining firms continue to have
issues on the fee allocations.

The Steering Committee of Lenders to the Reorganized OpCo Debtors
have withdrawn their objections to the final fee applications of
K&E and AlixPartners, but not as to their objections to the final
fee applications of the other remaining firms.

                    Lazard Freres Seeks Leave
                   to File for Summary Judgment

Lazard Freres & Co. LLC seeks authority from the Court to file a
motion for summary judgment with regard to the fee objection
lodged by the Steering Committee.

Lazard Freres filed its summary judgment motion pursuant to the
Court's Second Amended Scheduling Order for the Final Fee
Applications.

According to Andrew R. Remming, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, in Wilmington, Delaware, good cause exists to allow
Lazard Freres to file its motion for summary judgment because it
concerns purely legal issues -- the interpretation of a written
agreement and whether Lazard Freres' fees may be analyzed
pursuant to Section 330 of the Bankruptcy Code, notwithstanding
the fact that the firm was retained pursuant to Section 328 of
the Bankruptcy Code.

The period for written discovery has lapsed, but the Steering
Committee has not produced any of its own documents and has
admitted that the only party with relevant knowledge of the
contentions in its Fee Objection is its counsel, Mr. Remming
notes.  Lazard Freres has offered to allow the Steering Committee
to take depositions before responding to the firm's motion for
summary judgment, Mr. Remming relates.

There are no disputed issues of material fact, Mr. Remming
asserts.  The Court, he argues, can dispose of the Steering
Committee's Fee Objection as a matter of law, allowing the Court
to avoid a trial, which is unnecessary and results in incremental
delay and expense.

On May 11, 2011, a hearing on the Fee Objection and the
professional fee allocation dispute was held.  However, certain
parties were clearly "in no rush to move to the next phase of the
litigation" where the allowance of Lazard Freres' fees will be at
issue, Mr. Remming says.  As a result, there is currently no
scheduled hearing on the allowance of Lazard Freres' fees and the
firm "stands alone" from the other professionals in that it has
not been paid the majority of its fees, he emphasizes.

Lazard Freres will be prejudiced by any continued delay in the
case, Mr. Remming asserts.

Lazard Freres notified the Steering Committee's counsel of its
belief that the issue of allowance of its fees can be resolved as
a matter of law and of its intention to file the motion for
summary judgment as well as to discuss a briefing schedule.  The
Steering Committee, however, refused to agree to any schedule for
no reason other than its belief that the scheduling order
precludes Lazard Freres from filing its Motion for Summary
Judgment, Mr. Remming informs the Court.

The Steering Committee did not disagree with Lazard Freres'
position that the allowance of the firm's fees can be resolved as
a matter of law.

        Lazard Freres' Proposed Summary Judgment Motion

If given leave to file its Summary Judgment Motion, Lazard Freres
will seek an order from the Court:

  (a) Allowing $13,330,645 in fees and $311,937 in expenses
      against the Debtors; and

  (b) Subject to inter-Debtor true-up payments made pursuant to
      the Court's ruling on the Allocation Dispute, directing
      (i) the OpCo Debtors to pay Lazard Freres $9,658,814,
      representing 83.8% of the firm's fees and expenses, net of
      $1,777,690 already paid to date; (ii) the LandCo Debtors
      to pay Lazard Freres $2,206,077, representing 16.2% of the
      firm's fees and expenses; and (iii) directing that the
      OpCo Debtors pay 95%, and that the LandCo Debtors pay 5%,
      of the Lazard Freres' legal fees in defending against the
      Fee Objections.

A telephonic hearing on Lazard Freres' request for leave to file
a motion for summary judgment will be held on June 29, 2011, at
1:30 p.m.  Objections must be filed on or before the hearing date
and time.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UNIFI INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Greensboro, N.C.-based Unifi Inc. to positive from stable. "We
also affirmed our 'B' corporate credit rating on the company and
'B+' issue-level rating on the company's senior secured notes
due 2014," S&P said.

"The rating outlook revision on Unifi is based on our view of the
company's continued improvement in operating results and credit
metrics despite a very competitive operating environment and mild
recovery in its end-user markets," said Standard & Poor's credit
analyst Stephanie Harter.

The company is benefiting from volume growth, increased production
in its facilities, and its cost reduction initiatives. Sales for
the 12 months ended March 27, 2011, have increased about 19% over
the prior year period on volume growth and pricing gains. "We
estimate adjusted EBITDA margins have remained near 9.5% over the
past four quarters reflecting volume growth, ability to pass
through price increases from raw materials inflation, and improved
capacity utilization. We estimate the ratio of lease-adjusted debt
to EBITDA has improved to 2.9x, for the 12 months ended March 27,
2011, compared with 3.6x a year earlier," S&P related.

"We expect to see some further improvement in credit measures over
the next year, as the company's business continues to recover and
Unifi applies excess cash flow to debt reduction," said Ms.
Harter.

The outlook is positive. "We would consider an upgrade if Unifi is
able to sustain its strengthened credit measures, including
leverage below 3x. An upgrade would also depend on Unifi's ability
to maintain its adequate liquidity position, continue to improve
operating performance, and generate positive free cash flow while
reducing working capital levels. We could downgrade the company if
demand were to decline causing deterioration in liquidity and
credit measures such that leverage approaches 6x. However, we
believe this is unlikely in the near term as EBITDA would need to
decline by more than 50% for leverage to reach 6x (assuming no
changes in current debt levels)," S&P noted.


UNITY MUTUAL: A.M. Best Withdraws C++ Financial Strength Rating
---------------------------------------------------------------
A.M. Best Co. has withdrawn the financial strength rating of C++
(Marginal) and issuer credit rating of "b+" of Unity Mutual Life
Insurance Company, following the legal merger on July 1, 2011,
with and into Columbian Mutual Life Insurance Company.

Columbian Mutual is the lead life insurer of Columbian Financial
Group.  The FSR of A- (Excellent) and ICR of "a-" of Columbian
Mutual are unaffected by this transaction.


UNIVERSAL CITY: Moody's Raises Notes Rating to 'Baa2' From 'B3'
--------------------------------------------------------------
Moody's Investors Service upgraded Universal City Development
Partners, Ltd.'s senior unsecured and senior subordinated note
ratings to Baa2 from B3, concluding the review for upgrade
initiated on June 7, 2011. The upgrade follows NBC Universal
Media, LLC's (NBCU; Baa2, stable rating outlook) announcement that
it intends to launch a consent solicitation and offer to fully and
unconditionally guarantee Universal Orlando's notes and the
announcement of the closing of its acquisition of the remaining
50% interest in the company from its existing partner, Blackstone
Capital Partners for approximately $1 billion. The acquisition
closed on July 1, 2011.

Upgrades:

   Issuer: Universal City Development Partners, Ltd.

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa2
      from B3

   -- Senior Subordinated Regular Bond/Debenture, Upgraded to Baa2
      from B3

Outlook Actions:

   Issuer: Universal City Development Partners, Ltd.

   -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

   Issuer: Universal City Development Partners, Ltd.

   -- Corporate Family Rating, Withdrawn, previously rated B1

   -- Probability of Default Rating, Withdrawn, previously rated
      B1

   -- Senior Secured Revolver, Withdrawn, previously rated Ba2,
      LGD2 - 21%

   -- Senior Secured Term Loan, Withdrawn, previously rated Ba2,
      LGD2 - 21%

   -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
      previously rated LGD5-79% (only LGD assessment withdrawn)

   -- Senior Subordinated Regular Bond/Debenture, Withdrawn,
      previously rated LGD6-93% (only LGD assessment withdrawn)

RATINGS RATIONALE

Based on the much stronger credit standing of NBCU, Moody's
believes there is a minimal chance that holders of the notes will
not accept the proposed guarantee and the accompanying consent
solicitation to conform the covenants and events of default to
those contained in NBCU's bond indenture. NBCU's offer to
guarantee Universal Orlando's notes is conditioned on holders of
at least 50% of both of the notes approving the indenture
amendments, which is a threshold that Moody's believes will be
easily exceeded.

Universal Orlando's B1 Corporate Family Rating, B1 Probability of
Default Rating, and Ba2 senior secured credit facility ratings
were withdrawn. Universal Orlando's credit facility was repaid and
terminated in connection with NBCU's buyout of Blackstone. The
credit facility termination and upgrade of the Universal Orlando's
notes to investment-grade eliminate the need to maintain a CFR and
PDR on the company.

Universal Orlando's notes will be effectively pari passu with
NBCU's outstanding senior unsecured debt securities with respect
to NBCU's assets. Universal Orlando's senior notes will still have
a contractually senior claim on the assets of Universal Orlando
relative to the company's senior subordinated notes. However,
Moody's views the NBCU guarantee as being a more significant
credit driver and thus rates the senior notes and subordinated
notes at the same Baa2 level. In addition, Moody's considers the
prospect of a default by Universal Orlando to be minimal over the
expected remaining life of the notes. Universal Orlando's notes
are redeemable beginning in November 2012 (senior notes) and
November 2013 (sub notes) at specified call prices and earlier
based on a make-whole premium calculation. Moody's anticipates
NBCU will direct Universal Orlando to redeem the notes when they
become callable as its borrowing costs are likely to be
meaningfully lower. Because Universal Orlando is not providing an
upstream guarantee to NBCU, Universal Orlando's notes will have a
structurally senior claim on the assets of Universal Orlando
relative to NBCU's creditors.

Universal Orlando's ratings were assigned by evaluating factors
Moody's believes are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk. These
attributes were compared against other issuers both within and
outside of Universal Orlando's core industry and Universal
Orlando's ratings are believed to be comparable to those of other
issuers of similar credit risk.

Universal Orlando, headquartered in Orlando Florida, operates the
Universal Studios Florida and Universal Islands of Adventure theme
parks, and Universal CityWalk Orlando, a dining, retail and
entertainment complex. As of July 1, 2011, Universal Orlando is a
wholly-owned subsidiary of NBCU. Revenue for the LTM ended March
2011 was approximately $1.3 billion.


VISHAY INTERTECHNOLOGY: S&P Hikes CCR to 'BB+' on Higher Profit
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Malvern, Pa.-based Vishay Intertechnology Inc. to 'BB+'
from 'BB'. The outlook is stable.

"At the same time, we raised our senior unsecured debt rating to
'BB+' from 'BB', (the same as the corporate credit rating) with a
recovery rating of '4', indicating the expectation for average
(30%-50%) recovery in the event of a payment default," S&P
related.

"The rating on Vishay reflects the company's improved financial
risk profile, which we now view as intermediate, due to improved
profitability, lower leverage, and our expectation that
shareholder return programs will be curtailed significantly over
the near to medium term," said Standard & Poor's credit analyst
William Backus. "We also expect that the company will generate
positive free operating cash flow through an industry cycle and
that debt-funded acquisitions will remain moderate in size. The
company's largely commodity semiconductor product portfolio and
lower margins relative to its peers partially offset these
factors."

The stable outlook reflects Standard & Poor's expectation that
Vishay's credit measures will remain consistent with an
intermediate financial profile over time, including cyclicality
and the potential for debt-financed acquisitions and limited
shareholder returns. "We also anticipate that the ratio of debt to
adjusted EBITDA will be maintained at or below mid-2x through a
more typical industry cycle. An upgrade in the near term is
unlikely given the company's fair business risk profile and our
expectation for leverage over time," said Mr. Backus. "While we
don't expect to downgrade the company in the near term, a lower
rating would likely be the result of substantially lower
profitability or a shift in financial policies that led to large
debt-financed acquisitions or shareholder returns and left
leverage over mid-2x on a sustained basis."


VISUALANT INC: Closes Security Purchase Pact with Ascendiant
------------------------------------------------------------
Visualant, Incorporated, closed a Securities Purchase Agreement
with Ascendiant Capital Partners, LLC, dated June 17, 2011,
pursuant to which Ascendiant agreed to purchase up to $3,000,000
worth of shares of the Company's common stock from time to time
over a 24-month period, provided that certain conditions are met.
The financing arrangement entered into by the Company and
Ascendiant is commonly referred to as an "equity line of credit"
or an "equity drawdown facility."

Under the terms of the Securities Purchase Agreement, Ascendiant
will not be obligated to purchase shares of the Company's common
stock unless and until certain conditions are met, including but
not limited to the SEC declaring effective a Registration
Statement on Form S-1 and the Company maintaining an Effective
Registration Statement which registers Ascendiant's resale of any
shares purchased by it under the equity drawdown facility.  The
customary terms and conditions associated with Ascendiant's
registration rights are set forth in a Registration Rights
Agreement that was also entered into by the parties on June 17,
2011.

Once the registration is declared effective, the Company has the
right to sell and issue to Ascendiant, and Ascendiant will be
obligated to purchase from the Company, up to $3,000,000 worth of
shares of the Company's common stock over a 24-month period
beginning on such date.  The Company will be entitled to sell
those shares from time to time during the Commitment Period by
delivering a draw down notice to Ascendiant.  In such draw down
notices, the Company will be required to specify the dollar amount
of shares that it intends to sell to Ascendiant, which will be
spread over a five-trading-day pricing period.  For each draw, the
Company will be required to deliver the shares sold to Ascendiant
by the second trading day following the pricing period.
Ascendiant is entitled to liquidated damages in connection with
certain delays in the delivery of its shares.

The Company expects to issue up to 4,285,714 shares of common
stock to be sold to Ascendiant under a Securities Purchase
Agreement dated June 17, 2011.

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

The Company's balance sheet at March 31, 2011, showed $4.63
million in total assets, $6.13 million in total liabilities, a
$1.54 million total stockholders' deficit and $47,739
noncontrolling interest.

As reported in the Troubled Company Reporter on Jan. 4, 2011,
Madsen & Associates CPA's, Inc., Salt Lake City, expressed
substantial doubt about Visualant, Inc.'s ability to continue as a
going concern, following the Company's results for the fiscal year
ended September 30, 2010.  The independent auditors noted that the
Company will need additional working capital for its planned
activity and to service its debt.


VISUALANT INC: Intends to Acquire Eagle for $1 Million
------------------------------------------------------
Visualant, Incorporated, on Jan. 24, 2011, signed a letter of
intent to Eagle Technologies USA of Brea, California.

On June 27, 2011, the Company announced that it signed a new
letter of intent to Eagle.

Eagle, founded by card industry leaders Greg and Ryan Hawkins and
Jeff Fulmer in 2008, has rapidly emerged as the premier provider
of blank PVC and polyester composite cards to the identification
market.  Eagle will provide an immediate additional $1 million in
annual revenue to Visualant and is projected to grow to $3 to $4
million in revenues over the next two years as Eagle increases the
range and technical sophistication of its product line.

With this acquisition, Visualant will continue with its strategic
initiative to consolidate relevant security and authentication
assets.  At the same time, Visualant will provide Eagle and its
management the human and capital resources necessary to rapidly
accelerate its growth.  Upon the closing of this acquisition, the
Eagle team will continue to manage Eagle with full profit and loss
responsibility.

Under the terms of the Letter of Intent, Eagle will be acquired
for $1 million, consisting of 1.2 million shares of restricted
VSUL common stock valued at $.4167 per share, the price during the
period of the negotiations, and a promissory note in the amount of
$500,000 payable as follows:

  (1) $150,000 will be paid in cash to Seller on the earlier of
      the one-year anniversary of the closing date of the
      Acquisition or upon the closing of more than Two Million
      Five Hundred Thousand in financing.

  (2) $150,000 will be paid in cash to Seller on the earlier of
      the two-year anniversary of the closing date of the
      Acquisition or upon the closing of more than Five Million in
      aggregate financing since closing.

  (3) $200,000 on the earlier of the third anniversary of closing
      date of the Acquisition or upon the closing of more than
      Seven Million Five Hundred Thousand in aggregate financing
      since closing.

The promissory note is collateralized by the stock and assets of
Eagle until paid in full.  In addition, consideration will be
provided post closing to the ownership and senior management in
Eagle in form of the creation of a bonus pool.  The bonus pool
will be comprised of one million shares of VSUL common stock which
shall be escrowed at closing and released to Eagle ownership and
management if they generate $4 million in cash flow positive gross
revenues within two years of closing of this transaction.  The
shares will be distributed at the sole discretion of the ownership
and senior management of Eagle.

The letter of intent is subject to (i) approval of the acquisition
by the Board of Visualant and Eagle; (ii) completion of due
diligence; and (iii) agreement to customary terms and conditions;
and resolution of outstanding litigation.  The acquisition is
expected to close by Aug. 30, 2011.

A full-text copy of the Letter of Intent is available at no charge
at http://is.gd/KhbY6Q

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

The Company's balance sheet at March 31, 2011, showed $4.63
million in total assets, $6.13 million in total liabilities, a
$1.54 million total stockholders' deficit and $47,739
noncontrolling interest.

As reported in the Troubled Company Reporter on Jan. 4, 2011,
Madsen & Associates CPA's, Inc., Salt Lake City, expressed
substantial doubt about Visualant, Inc.'s ability to continue as a
going concern, following the Company's results for the fiscal year
ended September 30, 2010.  The independent auditors noted that the
Company will need additional working capital for its planned
activity and to service its debt.


VITRO PACKAGING: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Petitioner: Javier Arechavaleta Santos

Chapter 15 Debtor: Vitro Packaging de Mexico S.A. de C.V.
                     fka Inmobiliara Lorna del Toro, S.A. de C.V.
                   Keramos 225 Pte Colonia del Prado
                   Monterrey 64410
                   Nuevo Leon, Mexico

Chapter 15 Case No.: 11-34224

Chapter 15 Petition Date: June 30, 2011

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: David M. Bennett, Esq.
                  THOMPSON & KNIGHT LLP
                  1722 Routh Street, Suite 1500
                  Dallas, TX 75201-2533
                  Tel: (214) 969-1486
                  E-mail: david.bennett@tklaw.com

                         - and -

                  Katharine E. Battaia, Esq.
                  THOMPSON & KNIGHT LLP
                  1722 Routh Street, Suite 1500
                  Dallas, TX 75201-2533
                  Tel: (214) 969-1495
                  Fax: (214) 969-1751
                  E-mail: katie.richter@tklaw.com

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

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

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

Affiliates that previously sought, or have pending, Chapter 11
cases:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Vitro America, LLC                    11-32602            04/06/11
Super Sky Products, Inc.              11-32604            04/06/11
Super Sky International, Inc.         11-32605            04/06/11
VVP Finance Corporation               11-32611            04/06/11
VVP Funding Corporation               11-33161            05/09/11
VVP Holdings, LLC                     11-33564            06/02/11
Vitro Chemicals, Fibers & Mining, LLC 11-32061                  --
Troper Services, Inc.                 11-32603                  --
Amsilco Holdings, Inc.                11-32607                  --
B.B.O. Holdings, Inc.                 11-32608                  --
Binswanger Glass Company              11-32609                  --
Crisa Corporation                     11-32610                  --
VVP Auto Glass, Inc.                  11-32612                  --
V-MX Holdings, LLC                    11-32613                  --
Vitro Packaging, LLC                  11-32614                  --
Vitro, S.A.B. de C.V.                 15-33335            04/14/11


VITRO SAB: No Ruling Yet on Involuntaries Against U.S. Units
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that at a June 28 hearing, bondholders were asking U.S.
Bankruptcy Judge Harlin Hale to reconsider a ruling from April
declining to put several of Vitro SAB's U.S. subsidiaries into
Chapter 11 involuntarily.  Judge Hale said he would need a "short
amount of time" to write his ruling, Allan Brilliant, a lawyer for
bondholders, said in an interview.  Mr. Brilliant is with the New
York office of Dechert LLP.  At the same hearing, the company was
asking Hale to force the bondholders to disclose details of their
trading in Vitro bonds.  Mr. Brilliant said the judge likewise
would decide soon on that request.  Judge Hale didn't say how he
would rule on either dispute, Mr. Brilliant said.

Mr. Rochelle also discloses that a hearing to grant the Vitro
parent's petition for protection in the U.S. under Chapter 15 was
scheduled for June 28.  Success in Chapter 15 is necessary so the
U.S. court could enforce whatever reorganization Vitro works out
in a Mexican court.  The Chapter 15 hearing was postponed until
July 14 in view of the decision last week in which Judge Hale said
Vitro couldn't use Chapter 15 to protect subsidiaries not
themselves in bankruptcy in the U.S. or Mexico.

                      About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

          Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                    Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.

On April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.

On June 13, 2011, U.S. Bankruptcy Judge Harlin "Cooter" Hale
authorized the U.S. Debtors to sell their businesses to an
affiliate of Sun Capital Partners Inc. for what the creditor's
committee described as a gross price of $64.4 million.


VITRO SAB: Court Denies Petitioning Creditors' Lift Stay Motion
---------------------------------------------------------------
Knighthead Master Fund, L.P., Brookville Horizons Fund, L.P.,
Davidson Kempner Distressed Opportunities Fund, LP, and Lord
Abbett Bond-Debenture Fund, Inc. asked the U.S. Bankruptcy Court
for the Northern District of Texas to lift the automatic stay so
that they can serve demand notices on Vitro Asset Corp., et al.

The Former Alleged Debtors objected to the motion.

After a hearing on June 16, 2011, the Court denied the Petitioning
Creditors' request for the reasons set forth on the record.

                      About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

          Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                    Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.

On April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.

On June 13, 2011, U.S. Bankruptcy Judge Harlin "Cooter" Hale
authorized the U.S. Debtors to sell their businesses to an
affiliate of Sun Capital Partners Inc. for what the creditor's
committee described as a gross price of $64.4 million.


WASHINGTON MUTUAL: Judge Grants FDIC's Bid to Toss Kickback Suit
----------------------------------------------------------------
Allison Grande at Bankruptcy Law360 reports that the government
receiver for Washington Mutual Bank NA on Tuesday won the
dismissal of a putative class action in Pennsylvania accusing the
failed bank of collecting kickbacks in return for referring
borrowers to certain private mortgage insurance providers.

In granting the Federal Deposit Insurance Corp.'s motion to
dismiss, U.S. District Judge Thomas N. O'Neill Jr. concluded that
the Financial Institutions Reform, Recovery and Enforcement Act of
1989 "clearly prohibits" the plaintiffs from seeking statutory
penalties, including punitive damages, against the FDIC as
receiver, according to Law360.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WASHINGTON MUTUAL: Preferreds to Share Docs With Equity Panel
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of trust preferred securities issued by
Washington Mutual Inc. were given access by the bankruptcy judge
to confidential information gathered by the official shareholders'
committee regarding allegations that several hedge funds
improperly traded in WaMu securities based on non-public
information.  The preferred and equity holders will uses the
information to prepare opposition to approval of WaMu's Chapter 11
plan at the confirmation hearing to begin July 13.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WCK, INC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: WCK, Inc.
        23790 Canyon Vista Court
        Diamond Bar, CA 91765

Bankruptcy Case No.: 11-38324

Chapter 11 Petition Date: June 30, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: John Eom, Esq.
                  LAW OFFICES OF JOHN EOM
                  3700 Wilshire Boulevard, #700
                  Los Angeles, CA 90010
                  Tel: (213) 387-1300
                  E-mail: jeom@esqlawcenter.com

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

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

The petition was signed by Willian Chong.

Debtor's List of four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
City of Fresno                     Occupancy Tax          $500,000
P.O. Box 45017
Fresno, CA 93718

Fresno County                      Property Tax           $480,000
2281 Tulare Street
Fresno, CA 93721

EDD                                Payroll Tax            $360,000
P.O. Box 826880 MIC 83
Sacramento, CA 94280

Service Tec                        Machinery               $23,000
                                   Maintenance


WEST END FINANCIAL: Albert Togut Named Examiner
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Albert Togut, a bankruptcy lawyer in New York who
often serves as conflicts counsel in major Chapter 11 cases, was
selected by the U.S. Trustee to be the Chapter 11 examiner for
fund adviser West End Financial Advisors LLC.   Mr. Rochelle
recounts that earlier last month the bankruptcy judge called for
an examiner to determine whether West End's law firm, Robinson
Brog Leinwand Greene Genovese & Gluck PC, should be required to
pay back excessive fees received before the Chapter 11 filing.

                     About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.

Schedules of assets and liabilities for West End and its
funds showed assets of $400,000 and debt of $6.7 million, not
including $66 million from investors who may or may not be
considered creditors.  Debt includes $5.5 million in secured
claims, according to the schedules.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).


WEST PENN: Fitch Places Bonds on Rating Watch Evolving
------------------------------------------------------
Fitch Ratings has placed on Rating Watch Evolving the 'BB-' rating
on approximately $747.7 million series 2007A health system revenue
bonds issued by Allegheny County Hospital Development Authority
for the benefit of West Penn Allegheny Health System (WPAHS).

The Rating Watch Evolving indicates that the rating may be raised,
lowered or affirmed. On June 28, the health insurer Highmark Inc.
(Highmark) announced that it intends to enter into an affiliation
with WPAHS as a first step leading to a potential acquisition.
Both of the not-for-profit boards voted on June 27 to approve the
general terms of the transaction. As part of the agreement,
Highmark will immediately provide a $50 million grant to WPAHS to
support its ongoing operations. Highmark has further committed to
provide up to $475 million over the next four years, including $75
million toward medical education for WPAHS affiliated medical
schools. It was announced that Dr. Christopher Olivia, the health
system's president and CEO, will be leaving his role as of June 28
and will be replaced by Dianne Dismukes, who had been the system's
vice president of hospital operations. Fitch believes positive
rating movement (or Outlook revision) could occur depending on the
specifics of the agreement. Prior to this rating action, WPAHS's
bonds had a Negative Outlook.

WPAHS continues to amass significant operating losses in the
current fiscal year as it implements the downsizing of its system
and is facing large pension liabilities. The failure of the
transaction to go forward has the potential for further downward
rating pressure. Fitch will take further rating action when the
details of the definitive agreement are available.


WESTFORD SPECIAL: Wins Dismissal of Liquidation Petition
--------------------------------------------------------
The British Virgin Islands Court of Appeal has unanimously
reversed a lower court ruling and dismissed a petition by McKinsey
& Co. to liquidate Westford Special Situations Fund Ltd.  McKinsey
had filed the petition in an attempt to redeem its investment.
McKinsey, which had invested in a feeder fund to Westford Special
Situations Master Fund, L.P., attempted to liquidate Westford
after the fund suspended redemptions -- even though Westford had
made partial payments to McKinsey.

In denying McKinsey's motion, the Court upheld Westford's argument
that, as a redemption creditor, McKinsey did not have the legal
standing to force the appointment of a liquidator.

The Westford Special Situations Fund Ltd. and Westford Special
Situations Master Fund L.P. are part of the Westford-Epsilon
family of funds managed by Steve G. Stevanovich.


WESTMINSTER MANOR: Fitch Affirms 'BB+ Rating on Revenue Bonds
-------------------------------------------------------------
As part of its on-going surveillance efforts, Fitch Ratings has
affirmed the 'BB+' rating on the following Travis County Health
Facilities Development Corporation revenue bonds issued on behalf
Westminster Manor:

   -- $64.6 million series 2010.

The Rating Outlook is Stable.

Rating Rationale:

   -- The affirmation at 'BB+' reflects the high leverage and
      development risk associated with WM's campus repositioning
      which is tempered by strong historical occupancy, excellent
      pre-sales on the new units and solid liquidity relative to
      expenses.

   -- WM's location and reputation in the Austin market has
      resulted in strong demand for service. Occupancy of the
      independent living units (ILUs) has exceeded 96% in each
      year since 2000 while occupancy in the skilled nursing
      facilities (SNF) has exceeded 90% in each of the last five
      years.

   -- As of May 31, 2011, 96% of the 75 new ILUs had been reserved
      with a 10% deposit collected. Moreover, WM maintains an
      active wait list for both the existing and new ILUs which
      had over 100 applicants as of May 31st.

   -- Development and construction of expansion project is on-time
      and within budget

   -- While certain financial metrics reflect the effects of the
      additional debt incurred to fund the expansion project, WM's
      level of cash and investments relative to expenses was
      strong with 562 days cash on hand (DCOH) at May 31st.

Key Rating Drivers:

   -- Risks inherent in any major construction project including
      construction delays, cost overruns and/or slow fill up of
      the new ILUs could negatively impact WM's credit profile.

   -- Expectation that WM will continue to maintain strong
      occupancy in its existing units as the new units are brought
      on line.

Security:

Pledge of gross revenues, a mortgage lien on property and a debt
service reserve fund.

Credit Summary:

The affirmation at 'BB+' reflects the high leverage and
development risk associated with WM's campus repositioning which
is tempered by strong historical occupancy, excellent pre-sales on
the new units and solid liquidity relative to expenses. WM's
location and excellent reputation in the Austin market has
resulted in strong demand for services. Since 2000, average annual
occupancy of ILUs has ranged between 96%-98% while occupancy in
the SNF has been above 90% in each of the last five years. As of
May 31, 2011, WM had received 10% entrance fee deposits on 96% (72
of 75) of the new ILUs. Moreover, management maintains an active
wait list of for both the existing ILUs as well as the 75 new
ILUs. At May 31st the wait list had over 100 applicants, of which
28 had paid a $5,000 deposit to indicate their desire to reserve
an expansion unit. According to management and the construction
monitor the project is 'on-time' and 'on-budget' through May with
less than 10% of the owner's contingency being spent. The 64 ILUs
which make up Phase I should be available for occupancy in
February 2012 while the 11 ILUs in Phase II are expected to be
available for occupancy in May 2013 with the project reaching
stabilized occupancy by August 2013.

Currently, several of WM's financial liquidity and capital related
ratios are significantly weaker than Fitch's 'BBB' category
medians reflecting the impact of the additional debt incurred to
develop the expansion project. However, upon successful completion
and stabilization of the new units, Fitch expects leverage and
liquidity metrics to moderate and approach investment grade
measures. Management's financial forecast projects the first full
year of stabilization in 2014 with DCOH of 406, cash to debt of
46% and coverage of maximum annual debt service (MADS) of 1.75
times (x) which are in line with the respective 2010 'BBB'
category medians of 372.7, 48.6% and 1.5x. Entrance fee receipts
and cash flow are expected to be used to pay down long-term debt
to roughly $60.3 million by 2014. Fitch believes strong project
oversight from the board and management and a guaranteed maximum
price contract (GMP) with provision for liquidated damages helps
to limit the construction and development risk associated with the
project.

The Stable Outlook reflects Fitch's expectation that the board
will successfully oversee development of the project and that
management will maintain strong occupancy in the existing units
and the robust level of pre-sale on the new units.

Westminster Manor is a type-A continuing care retirement community
(CCRC) located in Austin, TX consisting of 256 ILUs and 90 SNF
units. In 2010, WM had total revenues of $19 million. WM
disclosure practices are excellent. While WM is required to
provide annual audited financial disclosure with 150 days of each
fiscal year end and quarterly unaudited financial disclosure
within 45 days of each quarter-end, management has been providing
detailed disclosure reports monthly as well as hosting quarterly
investor calls.


WOODEND, LLC: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Woodend, LLC
          aka Surving entity merger Woodend, LLC
              Deertrack Investors, LLC
        P.O. Box 5274
        Lake Wylie, SC 29710

Bankruptcy Case No.: 11-31672

Chapter 11 Petition Date: June 27, 2011

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: Richard M. Mitchell, Esq.
                  MITCHELL & CULP, PLLC
                  1001 Morehead Square Drive, Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975
                  E-mail: rmmatty@mitchellculp.com

Scheduled Assets: $8,907,881

Scheduled Debts: $7,402,131

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ncwb11-31672.pdf

The petition was signed by Jerry H. Pettus, Sr., manager.


WPCS INTERNATIONAL: Receives Default Notice from Bank of America
----------------------------------------------------------------
WPCS International Incorporated, and its United Stated based
subsidiaries, previously entered into a loan agreement, dated
April 10, 2007, as extended, modified and amended, with Bank of
America, N.A.

On June 28, 2011, the Borrower received a letter dated June 27,
2011, from counsel to the Bank pursuant to which the Bank alleges
that certain events of default have occurred under the Loan
Agreement, including failures to:

   (i) provide a compliance certificate;

  (ii) maintain EBITDA on a quarterly basis of not less than
       $425,000 for the quarter ending April 30, 2011;

(iii) maintain, on a consolidated basis, a Funded Debt to
       Tangible Net Ratio of not more than 1.0 to 1.00 as of
       April 30, 2011;

  (iv) maintain, on a consolidated basis, an Interest Coverage
       Ratio, on a quarterly basis, of at least 3.0 to 1.0 for the
       quarter ending April 30, 2011;

   (v) maintain, on a consolidated basis, a Funded Debt to EBITDA
       Ratio on a quarterly basis of not more than 21.0 to 1.0 for
       the quarter ending April 30, 2011; and

  (vi) maintain, on a consolidated basis, a Basic Fixed Charge
       Ratio of not less than 1.2 to 1.0 as of the April 30, 2011,
       quarter end.

The Borrower has advised the Bank and its legal counsel that it
disputes all of the alleged events of default pursuant to the
Notice, however, the Borrower acknowledges that it anticipates it
will not achieve the financial covenants.  As a result, the
Company has determined that the anticipated failure constitutes an
event of default under the Loan Agreement.

The Bank has advised the Borrower that it is reserving all of its
available rights or remedies as a result of the Events of Default,
including the right to stop making additional credit available to
the Borrowers, but the Bank is evaluating its options and has not
decided to take or forebear from taking any action at this time as
a result of the Events of Default.  Furthermore, the Bank has not
declared any and all Obligations to be immediately due and
payable, which totaled $7,000,000 as of July 1, 2011.

While the Borrower and Bank has commenced discussions concerning
the Loan Agreement and the Events of Default, there can be no
assurance that the Borrower and Bank will come to any agreement
regarding repayment, forbearance, waiver or modification of the
Loan Agreement or the Events of Default.

                      About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.


W.R. GRACE: Lan Proceedings Before Judge Buckwalter on June 29
--------------------------------------------------------------
The hearing before the Honorable Ronald L. Buckwalter of the U.S.
District Court for the District of Delaware to consider affirming
the asbestos trust provisions contained in W.R. Grace & Co.'s
Chapter 11 plan and consider the matters raised in the appeals
taken from Bankruptcy Court Judge Judith Fitzgerald's confirmation
order continued on Wednesday, June 29, 2011.

Daniel C. Cohn, Esq., at Murtha Cullina LLP, in Boston,
Massachusetts, representing Libby Claimants, reappeared to address
Judge Buckwalter's question from yesterday about why his clients
couldn't submit evidence to the trust about their claims following
the individual claim review process.  Mr. Cohn said the reason is
because the Trust Distribution Procedures don't adequately
articulate the criteria that will be used to evaluate individual
claims.  As Mr. Cohn describes it, the individual claim review
process leads a claimant into a world of unknowns into which they
are unwilling to enter.

Peter Van N. Lockwood, Esq., at Caplin & Drysdale, Chartered, in
Washington, D.C., countered that Section 5 of the Trust
Distribution Procedures is very specific, and specifically
identifies all of the variables like venue, law firm
representation and historical jury verdicts, that will give each
claimant an award very close to what they'd expect in the tort
system.

Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, P.A., in
Charlotte, North Carolina, representing Garlock Sealing
Technologies LLC, revisited the fair and equitable argument he
advanced on June 28, and told Judge Buckwalter that any attempt on
his part to do any type of judicial balancing will lead him into
uncharted water.  The Plan Proponents' Plan isn't fair,
Mr. Cassada said, "because it is leveraged on the backs of co-
defendants."  Mr. Cassada advised that Garlock's payments on
asbestos claims increased from an average of $10,000 to $70,000
following W.R. Grace's Chapter 11 cases.

John Donley, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
representing the Debtors, told Judge Buckwalter, that Mr. Cassada
and his client are confused about what the phrase "fair and
equitable" means.  In 11 U.S.C. Sec. 1129, the phrase relates to
application of the absolute priority rule.  In 11 U.S.C. Sec.
524(g)(2)(B)(ii)(V), that phrase means something entirely
different.  The United States Supreme Court has made it clear, Mr.
Donley said, that the same word used in the same statute don't
always have the same meaning, and that's the case here.

Mr. Lockwood told Judge Buckwalter that the Libby Claimants seem
to perceive that the Trustees have some bias against them, and
that's not the case.  The Trustees are not plaintiffs' lawyers,
and they owe a fiduciary duty to all personal injury claimants.

Mr. Lockwood told Judge Buckwalter that he finds Garlock's
argument baffling.  Garlock says the absolute priority rule must
be applied in W.R. Grace's cases because asbestos claimants are
collecting less than 100 cents-on-the-dollar and W.R. Grace
shareholders are entitled to take nothing from the Chapter 11
estate.  But Garlock filed its Chapter 11 case in an effort to
contain its asbestos-related liability, resolve it through a
Sec. 524(g) trust, and preserve value for EnPro Industries, Inc. -
- it's publicly traded shareholder.   The ruling Garlock is asking
for in W.R. Grace's Chapter 11 case is contrary to its litigation
strategy it's outlined in its own bankruptcy case!

Michael Brown, Esq., representing Government Employees Insurance
Company and Republic Insurance Company, argued that
Judge Fitzgerald erred when she ruled that his clients' insurance
policies could be assigned to the W.R. Grace Asbestos Trust.
Mr. Brown's clients' insurance policies contain anti-assignment
provisions and his clients do not consent to their assignment.
Mr. Brown told Judge Buckwalter that Judge Fitzgerald approved the
assignment of the W.R. Grace policies based on her ruling in
Federal-Mogul's Chapter 11 cases -- and that ruling is currently
on appeal to the U.S. Court of Appeals for the Third Circuit.

Mr. Brown assumes that Judge Fitzgerald made her ruling based on
either (x) express preemption under 11 U.S.C. Sec. 1123(a)(5)(b)
or (y) implied preemption under 11 U.S.C. Sec. 524(g).  Neither
basis is correct, Mr. Brown argued.  GEICO and Republic want the
District Court to invalidate the assignments.

Michael A. Shiner, Esq., at Tucker Arensberg, P.C., in Pittsburgh,
Pennsylvania -- mshiner@tuckerlaw.com -- representing another
insurer, observed that there are four Delaware asbestos-related
bankruptcy cases in which non-consensual insurance policy
assignments have been approved: Combustion Engineering, Global
Industrial, Federal-Mogul and W.R. Grace, all of these decisions
were by Judge Fitzgerald, and all are on appeal to the Third
Circuit.

"A wrong decision on this issue won't be the worst thing, will
it?" Judge Buckwalter asked.

"Well," Mr. Lockwood responded, "not so long as the assignments
are approved."

Moses Silverman, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, in New York -- msilverman@paulweiss.com -- representing the
Bank Lenders, advised Judge Buckwalter that the difference as of
April 30, 2011, in the amount of interest the Lenders claim is
owed and the amount of interest the Plan proposes to pay is $140
million.

Mr. Silverman advised Judge Buckwalter that the Honorable Allan L.
Gropper published an opinion in In re General Growth Properties,
Inc., Case No. 09-11977, slip op. http://is.gd/Yod5R1 (Bankr.
S.D.N.Y.), on June 16, 2011, supporting the Lenders' contention
that they are entitled to the default rate of interest under their
prepetition loan agreements rather than something less.

"The Debtors can pay and they should pay," Mr. Silverman said.
Their ability to pay is proof of solvency, and, Mr. Silverman
said, Judge Fitzgerald erred in concluding that the Lenders failed
to prove their entitlements.  Mr. Silverman told Judge Buckwalter
that there's no need to remand this matter to Judge Fitzgerald,
and he has the authority to direct the Debtors to pay the
additional $140 million to the lenders.

Mr. Donley argued that the threshold issue the Lenders -- not the
Debtors or anyone else -- must prove is solvency, and they can't.
Mr. Donley reminded Judge Buckwalter that the Debtors' asbestos-
related liability was estimated by experts at $400 million to $6
billion years ago -- numbers ranging from clear solvency to
hopeless insolvency.

If this plan, which compromises and settles the Debtors' asbestos-
related liability at something manageable, is not confirmed, W.R.
Grace will return to the place where the Equity Committee will
argue that the liability is $400 million and the Asbestos
Claimants' Committee will argue that the liability is $6 billion -
- or maybe something greater based on newer information.  This
isn't where W.R. Grace wants to find itself.  W.R. Grace wants the
Plan it has crafted, negotiated and prosecuted confirmed.

Philip Bentley, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, representing the Official Committee of Equity Security
Holders, told Judge Buckwalter that Judge Fitzgerald looked at the
case as a whole, from the time solvency was far from certain, to
the time the settlement was inked with the asbestos
constituencies, and through the confirmation hearing, and
concluded that the certainty the settlement gave the Lenders was
substantial.  The results, Mr. Bentley indicated, is that the
Lenders don't get the extra $140 million they want, because the
concept that everybody would take a haircut is what underpinned
the settlement.

Kenneth Pasquale, Esq., at Stroock & Stroock & Lavan LLP, in New
York -- kpasquale@stroock.com -- representing the Unsecured
Creditors' Committee, directed Judge Buckwalter's attention to
very specific question of W.R. Grace's general counsel at the
confirmation hearing.  He was asked if W.R. Grace knew that the
Lenders had not agreed to a reduced interest rate at the time the
term sheet around which the Chapter 11 plan is built was signed.
He said he did.

Mr. Donley made it clear that the Plan Proponents are asking Judge
Buckwalter to affirm Judge Fitzgerald's order confirming the
Chapter 11 plan and enter the injunctions that will enjoin
prosecution of asbestos-related claims against the Debtors and
other released parties and channel future asbestos-related claims
to the Trusts established under the Plan.

Judge Buckwalter thanked all of the lawyers for their stellar
briefing and concise oral arguments today and yesterday.

Judge Buckwalter made it clear that he won't be issuing a decision
in the next week or two.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Plan Proceedings Before Judge Buckwalter on June 28
---------------------------------------------------------------
Matt Higgins, the courtroom deputy of the Honorable Ronald L.
Buckwalter of the U.S. District Court for the District of
Delaware, welcomed about 50 lawyers to Philadelphia on the morning
of June 28 for a hearing in W.R. Grace & Co.'s Chapter 11 cases.
Mr. Higgins shared that in his 20 years of working with Judge
Buckwalter, this is the third time he's known that Judge
Buckwalter took work home and to his New Jersey beach house.
Mr. Higgins urged each lawyer intending to participate in oral
argument to provide Judge Buckwalter with "bullet points" rather
than rehashing what's already been written in briefs previously
tendered to the Court.

Judge Buckwalter took the bench, and distributed a schedule
outlining how many minutes each participant in the June 28 hearing
would be allotted to present their oral arguments.  To many of the
lawyers' surprise, the amount of time was limited to 10 to 60
minutes, and the schedule contemplated two days of oral argument.
This was a surprise because many of the lawyers expected the
hearing to continue into the evening hours.
Judge Buckwalter sends litigants home at 5:00 p.m. each day.

Daniel C. Cohn, Esq., at Murtha Cullina LLP, in Boston,
Massachusetts -- dcohn@murthalaw.com -- representing Libby
Claimants, recited his clients' four arguments:

    (A) the Trust Distribution Procedures improperly deprive the
        Libby Claimants of their jury trial rights;

    (B) the plan is unfair because it discriminates between
        seriously injured claimants and less-injured claimants,
        arguing that each of the 1,000 Libby Claimants should
        receive the $400,000 tort system value of their claim;

    (C) the Libby Claimants would fare better if W.R. Grace were
        liquidated under Chapter 7, so Judge Judith Fitzgerald
        of the U.S. Bankruptcy Court for the District of
        Delaware goofed when she said the plan complies with the
        best interests of creditors test; and

    (D) the 524(g) Injunction is ambiguous because of its
        attempt to be agnostic with respect to insurers and
        invites future litigation.

The Libby Claimants, John Donley, Esq., at Kirkland & Ellis LLP,
in Chicago, Illinois, representing the Debtors, told Judge
Buckwalter, suffer from a "failure of evidence."  While the Libby
Claimants have made elaborate arguments throughout the Debtors'
Chapter 11 cases, their arguments have not been supported by
facts.  And in this appellate proceeding, Mr. Donley told
Judge Buckwalter, their arguments are not supported by evidence
placed on the record in the Bankruptcy Court.  The facts and the
evidence, Mr. Donley said, are on the record and were extensively
quited by Judge Fitzgerald in her report and recommendation to the
District Court.

Mr. Donley told Judge Buckwalter that Mr. Cohn's argument that his
clients would fare better in a chapter 7 liquidation is nonsense.
Pamela Zilly, the Debtors' financial expert, testified at the
Confirmation Hearing before Judge Fitzgerald that W.R. Grace's
enterprise value in a Chapter 7 liquidation might be as low as $2
billion and that a Chapter 7 trustee would have the impossible
task of defending 300,000 asbestos personal injury jury trials.

Sec. 524 of the Bankruptcy Code directs a trust to value asbestos
claims and create matrices for uniform resolution of asbestos
claims, Peter Van N. Lockwood, Esq., at Caplin & Drysdale,
Chartered, in Washington, D.C., and to continue litigating claims
before juries.  That's what the Trust Distribution Procedures do.
Mr. Lockwood suggested Mr. Cohn's clients don't want to go the
trouble of making any showing to the Trust about their claims and
want, instead, to recover large amounts under the expedited claims
resolution procedures.

Judge Buckwalter asked Mr. Cohn if that was the case, but
Mr. Cohn had apparently left the courtroom.

Roger Frankel, Esq., at Orrick, Herrington & Sutcliffe LLP, in
Washington, D.C., representing the Future Personal Injury
Claimants' Representative, reminded Judge Buckwalter that the
Debtors attempted to value their asbestos-related liability in an
estimation proceeding before the Bankruptcy Court, and the
valuations ranged from $500 million to $6 billion.  That
estimation proceeding ended in a compromise and settlement that
will fund the Sec. 524 Trust created under the Plan with $3
billion on the Plan's Effective Date.

Mr. Frankel reminded Judge Buckwalter that the Plan was accepted
by wide margins by every class of impaired creditors.

David L. Rosendorf, Esq., at Kozyak Tropin & Throckmorton, P.A.,
in Coral Gables, Florida -- drosendorf@kttlaw.com -- representing
Anderson Memorial, advanced a four-pronged argument:

    (1) the evidence put before Judge Fitzgerald about the
        Debtors' good faith was inadequate and Judge Fitzgerald
        failed to state in her confirmation order that the Plan
        Proponents negotiated with Anderson Memorial in good
        faith;

    (2) Anderson Memorial has been singled out, treated
        inferiorly, and has been improperly deprived of its
        right to litigate its claims in South Carolina;

    (3) the Trust Distribution Procedures don't explain how
        Anderson Memorial's claim will be resolved; and

    (4) the Debtors failed to prove the feasibility of their
        plan because, from what Anderson Memorial understands,
        there's no more than $2 million available to satisfy its
        claim and any other unresolved property damage claims.

Mr. Rosendorf says that the Debtors' plan isn't confirmable
because of these deficiencies.

Judge Buckwalter asked Mr. Rosendorf to recall what happened at
the Confirmation Hearing when he cross-examined Ms. Zilly
feasibility.  Mr. Rosendorf recalled that she was unable to
answer.

Mr. Donley understands that Anderson Memorial is dissatisfied, but
says that Anderson Memorial is in a small minority.  W.R. Grace
have resolved nearly 4,000 asbestos property damage claims to
date, and 426 of those claims totaling $147 million, will be paid
in full, in cash, on the Plan's Effective Date.  Mr. Donley notes
that 121 of those claims, settled for $29.5 million, will be paid
to Mr. Rosendorf's clients and his co-counsel.

Mr. Donley acknowledged that negotiations with the Property Damage
Claimants were vigorous.  Perhaps, Mr. Donley suggested, Mr.
Rosendorf thinks those negotiations were acrimonious.  Whatever
the perceptions may be, there's no evidence those negotiations
weren't in good faith.

Linda J. Casey, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware representing BNSF Railway Company, argues that the
disparate treatment of creditors in Class 6 under the Debtors'
Plan renders the Plan non-confirmable, and that the Trust
Distribution Procedures improperly alter non-bankruptcy law for
claims for which W.R. Grace and other entities might be
responsible.

Francis A. Monaco, Jr., at Womble Carlyle Sandridge & Rice, PLLC,
in Wilmington, Delaware, representing the State of Montana and Her
Majesty the Queen in Right of Canada, argued that creditors'
requests for contribution and indemnification should not be
subject to Section 524(g) based on the plain language of the
statute.  The Plan Proponents rely on the "this is the way it's
always been done" decision in Armstrong, and that's incorrect, Mr.
Monaco argued.  The right thing for the District Court to do is to
look at the statute and its legislative history, which will show
that Section 524(g) was put in place to resolve production-related
asbestos claims, not the failure to warn claims asserted by the
plaintiffs who have sued Mr. Monaco's clients.

Mr. Monaco argued that his clients should have been separately
classified under the Plan, they would have voted against the plan,
and because of their dissent, the absolute priority rule would bar
any shareholder recovery.

Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, P.A., in
Charlotte, North Carolina -- gcassada@rbh.com -- representing
Garlock Sealing Technologies LLC, made no secret about his
client's motivation.  The W.R. Grace Trust is projected to pay
asbestos claimants about 35% of what they are owed.  Garlock,
potentially, is responsible for the remaining 65% on certain
claims.  Garlock wants W.R. Grace to pay everything it can to the
extent of its enterprise value.  Garlock is dismayed that asbestos
claimants are receiving 35 cents-on-the-dollar and equity holders
are walking away with $3 billion.

Mr. Cassada said it is inconceivable that Judge Fitzgerald ruled
that Garlock has no standing in W.R. Grace's chapter 11 cases.

"It wasn't inconceivable to Judge Fitzgerald," Judge Buckwalter
observed.

Mr. Cassada told Judge Buckwalter that he believes Judge
Fitzgerald erred.  While the automatic stay in Garlock's Chapter
11 case prohibits the commencement or continuation of litigation
against Garlock, it does not strip Garlock of its rights against
W.R. Grace.

Someone, Mr. Cassada told Judge Buckwalter -- either the District
Court or the Bankruptcy Court on remand -- needs to make findings
that the Sec. 524 injunction is fair and equitable, meaning that
asbestos claims are paid in full before shareholders recover
anything.

Tancred Schiavoni, Esq., at O'Melveny & Myers LLP, in New York --
tschiavoni@omm.com -- addressed Judge Buckwalter on behalf of
Arrowood Indemnity Company, formerly known as Royal Indemnity
Company.  Mr. Schiavoni advised the Court that Arrowood issued a
series of policies to W.R. Grace, the last of which was issued one
month before he was born -- 50 years ago.  While certain
appellants seem to want the court to think that their settlements
with the Debtors were somehow improper or underhanded, they
weren't.  Moreover, each and every settlement is supported by the
record before the District Court.

In an attempt to provide Judge Buckwalter with a sense of the
scope of the confirmation hearing before Judge Fitzgerald, with
thousands of pages briefs, exhibits and transcripts, Mr. Schiavoni
related that while he was tied up with matters related to
confirmation of W.R. Grace's plan, his wife successfully
identified, negotiated a contract for, and closed on the purchase
of a vacation home.  Judge Buckwalter and the courtroom burst into
laughter.

Michael S. Giannotto, Esq., at Goodwin Procter LLP, in Washington,
D.C. -- mgiannotto@goodwinprocter.com -- representing CNA
Companies, advised Judge Buckwalter that his client inked an
insurance settlement with W.R. Grace years ago, where CNA wrote an
$84 million check to Grace.  If the District Court doesn't honor
those settlements, Mr. Giannotto said, this will discourage future
insurance settlements in Chapter 11 cases.

The hearing continued at 10:00 a.m., June 29.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: To Release Q2 Financial Results on July 26
------------------------------------------------------
W. R. Grace & Co. (NYSE: GRA) announced that it will release its
second quarter 2011 financial results at 6:00 a.m. EDT on Tuesday,
July 26.  A company-hosted conference call and webcast will follow
at 11:00 a.m. EDT that same day.

During the call, Fred Festa, Chairman, President and Chief
Executive Officer, and Hudson La Force, Senior Vice President and
Chief Financial Officer, will review the second quarter results.
A question and answer session will follow the prepared remarks.

Access to the live webcast and the accompanying slides will be
available through the Investor Information > Investor
Presentations section of the company's Web site,
http://www.grace.com. Those without Internet access can
participate by dialing +1 800.659.2032 (U.S.) or +1 617.614.2712
(International).  The conference call passcode is 55991140.
Investors are advised to dial into the call at least ten minutes
early in order to register.

An audio replay will be available at 2:00 p.m. EDT on July 26.
The replay will be accessible until August 2 by dialing +1
888.286.8010 (U.S.) or +1 617.801.6888 (International) and
entering conference call passcode 55112870.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes to Bid for "Confidential" Acquisition
----------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates seek permission from
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware to participate in a competitive auction, and
if selected as the winning bidder thereafter, consummate a
proposed acquisition.

The Debtors sought and obtained permission from Judge Fitzgerald
to file their motion and accompanying information relating to the
transaction under seal.  The Debtors, however, said they have
already shared the materials related to the transaction to the
statutory committees and the future claimants' representatives.

The materials filed under seal are:

  -- the Proposed Transaction Motion;

  -- the form transaction agreement and the associated
     agreements and other transaction documentation, which will
     be filed only upon Seller's selection of Grace as the
     winning bidder in the auction;

  -- two declarations in support of the Proposed Transaction,
     which are separately filed with the Court by Jeremy Francis
     Rohen, a managing director at Seale & Associates, Inc., the
     Debtors' financial advisor, and John James O'Connell III,
     managing director of Blackstone Advisory Partners L.P.,
     also the Debtors' financial advisor; and

  -- any further documentation filed in support of the Proposed
     Transaction Motion on or before entry of an order
     authorizing the relief sought in the Proposed Transaction
     Motion.

The heightened need for confidentiality on both the part of the
Seller and the Debtors makes it impossible to meaningfully redact
confidential portions of the sealed documents without running the
risk of inadvertently revealing confidential commercial
information, Adam Paul, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, tells Judge Fitzgerald.

The Debtors, Mr. Paul says, have nonetheless gone to great lengths
to engage and inform important constituencies, like as the
Committees and FCRs, in the ongoing transaction process by sharing
information with them regarding the Proposed Transaction and
putting into place procedures for other parties-in-interest to be
given access to the Proposed Transaction Motion pursuant to
appropriate confidentiality arrangements and Seller's consent.

In May 2011, the Debtors' Board of Directors approved their
commencing due diligence regarding the Proposed Transaction, a
highly confidential potential strategic transaction with the
Seller, Mr. Paul discloses.  He notes that the Board determined
that the Proposed Transaction would significantly enhance Grace's
business plan and growth strategy in coming years.

The Seller, Mr. Paul explains, has required this heightened level
of confidentiality to protect its confidential business
information relating to the Proposed Transaction from the
marketplace and Seller's competitors.

The Debtors are including additional business information in the
Proposed Transaction Motion that they must keep confidential both
from the Seller and the broader marketplace, Mr. Paul says.  He
contends that the confidential business information necessary to
form the factual basis for the relief requested in the Proposed
Transaction Motion includes a range of highly sensitive subjects
that would cause the Debtors great harm if it were disclosed to
the Seller or otherwise made public.

In the event that a party-in-interest other than the Committees
and the FCRs asks to review any of the Proposed Transaction
Motion, the Transaction Documentation or the Supplemental Filings,
the Court directs:

  -- the Debtors to identify the party-in-interest to the
     Seller;

  -- the Seller to determine whether to consent to the party-in-
     interest executing an acknowledgment of and becoming bound
     by a confidentiality agreement.  If Seller does not
     consent, then neither the Debtors, any Committee, the FCRs
     or any other person or entity that has received the Sealed
     Documents will disclose any of those materials;

  -- if Seller does so consent, the Debtors to furnish the
     party-in-interest with a form of the Confidentiality
     Agreement redacted of Seller's name and a redacted (if
     necessary) form of acknowledgment thereof;

  -- when the party-in-interest agrees to execute the
     acknowledgment to and to be bound by the Confidentiality
     Agreement, the Debtors to furnish the unredacted
     Confidentiality Agreement and a form of acknowledgment
     thereof;

  -- the party-in-interest to execute the acknowledgment and
     furnish it to the Debtors;

  -- the Debtors then to serve the Sealed Documents on the
     party-in-interest to the extent that those documents have
     already been filed.  The Debtors also will serve on the
     party-in-interest all documents that are subsequently
     filed; and

  -- that any further information requests from the party-in-
     interest will be dealt with pursuant to the terms of the
     Confidentiality Agreement.

The Court will convene a hearing on July 25, 2011, to consider the
Proposed Transaction Motion.  Objections are due on July 8.

According to Reuters, Grace declined to elaborate.  "If we are
successful, we will announce the transaction publicly," Grace
spokesman Greg Euston told Reuters.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


XL GROUP: Fitch Affirms BB+ Ratings on Preferred Ordinary Shares
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of XL Group Ltd. and its
property/casualty (re)insurance subsidiaries, including the Issuer
Default Rating for XL at 'BBB+', and the Insurer Financial
Strength rating of its core operating companies at 'A'.

Fitch's rationale for the affirmation of XL's ratings reflects the
company's solid capitalization, reasonable financial leverage and
stable competitive position. The ratings also reflect anticipated
challenges in a competitive property/casualty market and soft rate
environment, poor underwriting results in the first quarter of
2011 and the potential drag from the remaining run-off life
business.

Following positive net income posted by XL in 2010 and 2009, the
company recorded a net loss of $178 million in the first quarter
of 2011 due to sizable catastrophe losses from the Japanese and
New Zealand earthquakes and the Australian flooding events. As a
result, XL's core property/casualty operations posted a higher
GAAP combined ratio of 125.8% for the first three months of 2011
compared to a 100.5% combined ratio for the first three months of
2010. Excluding the impact of catastrophes (30.5 points) and
favorable reserve development (5.6 points), XL's combined ratio
for the first quarter of 2011 was 100.9%, up 7.8 points from the
first quarter of 2010. This deterioration was primarily driven by
higher large loss activity in the Insurance segment's energy and
property business and a large marine loss in the Reinsurance
segment.

XL's competitive position remains stable, with total
property/casualty net premiums written up 7% in the first quarter
of 2011 and 5% for full year 2010, with both XL's Insurance and
Reinsurance segments experiencing premium growth. The increases
are due to targeted new business growth, particularly in primary
casualty, aviation, marine, and middle-market lines, strong mid-
to-upper 80% retentions at historical levels across all lines of
business and the recapture of some of the previously lost
business, partially offset by the continuing competitive market
environment and overall flat rate environment.

Due to the first quarter 2011 net loss, XL's GAAP shareholders'
equity declined 3% to $10.3 billion at March 31, 2011 from $10.6
billion at Dec. 31, 2011. However, XL continues to maintain
reasonable financial leverage with an equity-credit adjusted debt-
to-total capital ratio (including accumulated other comprehensive
income) of 17.1% at March 31, 2011, up slightly from 16.7% at Dec.
31, 2010, which remains within Fitch's targeted range of 20% --
25%.

Key rating drivers that could lead to a downgrade include
significant charges for reserves, investments, or runoff business
that affect equity and the capitalization of the insurance
subsidiaries, debt-to-total capital maintained above 25% and
future earnings that are significantly below industry levels.

Key rating drivers that could lead to an upgrade include operating
earnings that remain in line with higher rated peers, overall flat
to favorable loss reserve development, continued improvement in
the quality and liquidity of the investment portfolio, debt-to-
total capital maintained below 20% and continued improvement in
insurance subsidiary capitalization.

Fitch affirms these ratings with a Stable Outlook:

XL Group Ltd.

   -- IDR at 'BBB+';

   -- $600 million 5.25% senior notes due 2014 at 'BBB';

   -- $350 million 6.375% senior notes due 2024 at 'BBB';

   -- $325 million 6.25% senior notes due 2027 at 'BBB';

   -- $575 million 10.75% equity units at 'BBB';

   -- $1,000 million 6.375% series E preferred ordinary shares at
      'BB+';

   -- $71.15 million 6.102% series C preference ordinary shares at
      'BB+'.

XL Capital Finance (Europe) PLC

   -- IDR at 'BBB+';

   -- $600 million 6.5% guaranteed senior notes due 2012 at 'BBB'.

Stoneheath Re

   -- IDR at 'BBB+';

   -- $350 million non-cumulative perpetual preferred at 'BB+'.

Fitch has also affirmed at 'A' the IFS ratings of these XL Group
Ltd. (re)insurance subsidiaries with a Stable Rating Outlook:

   -- XL Insurance (Bermuda) Ltd;

   -- XL Re Ltd;

   -- XL Insurance Switzerland;

   -- XL Re Latin America Ltd;

   -- XL Insurance Company Limited;

   -- XL Insurance America, Inc.;

   -- XL Reinsurance America Inc.;

   -- XL Re Europe Limited;

   -- XL Insurance Company of New York, Inc.;

   -- XL Specialty Insurance Company;

   -- Indian Harbor Insurance Company;

   -- Greenwich Insurance Company;

   -- XL Select Insurance Company.


* Remainder Interest in Trust Protected From Creditors
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Richmond, Virginia,
ruled on June 28 that the remainder interest in a spendthrift
trust doesn't become property of the bankrupt estate if the
beneficiary files in Chapter 7.  The case is Levin v. Wachovia
Bank (In re Stroehmann), 09-2344, U.S. 4th Circuit Court of
Appeals (Richmond, Virginia).


* Same-Sex Bankruptcy May Go Directly to Circuit Court
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee filed an appeal of a June 13 opinion
by bankruptcy judges in California ruling that the federal Defense
of Marriage Act (DOMA) is unconstitutional insofar as it prohibits
couples in legal, same-sex marriages from filing joint bankruptcy
petitions.  The same-sex bankrupts responded by filing a motion
yesterday seeking to have the appeal go directly to the 9th U.S.
Circuit Court of Appeals in San Francisco, bypassing an
intermediate appeal before a U.S. district judge.

Mr. Rochelle notes that although the opinion finding DOMA
unconstitutional was signed by 20 of the 24 bankruptcy judges in
the district, the bankrupts said the U.S. Trustee intends to
continue filing motions to dismiss same-sex cases until there is a
definitive appellate ruling.

The couple is being represented by Klee Tuchin Bogdanoff &
Stern LLP from Los Angeles and Law Offices of Peter M. Lively from
Culver City, California.  The case is In re Balas, 11-17831, U.S.
Bankruptcy Court, Central District of California (Los Angeles).


* FDIC to Discuss on Agency's New Powers to Liquidate Large Firms
-----------------------------------------------------------------
Reuters reports that the Federal Deposit Insurance Corp board will
meet this week to consider rules for putting into place the
agency's new powers to liquidate large, failing financial firms.

The meeting will be the last for Chairman Sheila Bair, who joined
the agency in 2006 and is stepping down from her post on July 8,
Reuters says.

Reuters relates that President Obama has nominated FDIC Vice
Chairman Martin Gutenberg to succeed Ms. Bair.  The U.S. Senate,
Reuters notes, has yet to lay out a schedule for when it will
consider his nomination.

Ms. Bair has been a major booster of these new so-called
resolution authorities, arguing they can help prevent a repeat of
massive government bailouts during the 2007-2009 financial crisis,
such as the more than $80 billion in taxpayer support for American
International Group, and destructive bankruptcies like Lehman
Brothers.


* Presidential Candidate Ron Paul Suggests Bankruptcy for U.S.
--------------------------------------------------------------
Charles Riley, writing for CNNMoney, reports that Texas
congressman and Republican presidential candidate Ron Paul thinks
the United States should declare bankruptcy.

CNNMoney says Mr. Paul was discussing Greece's fiscal trouble with
Iowa radio host Jan Mickelson on Monday when he was asked, "If
bankruptcy is the cure for Greece, is it also the cure for the
United States?"

"Absolutely," Mr. Paul replied.

According to CNNMoney, Mr. Paul said social programs -- medical
care and other benefits -- have pushed Greece to the edge, and the
United States should take note.

According to CNNMoney, Mr. Paul wants to convert the U.S. monetary
system to one based on the gold standard, and held a hearing last
week to grill federal officials about his bill to audit and
inventory the nation's gold reserves.  Mr. Paul suggested Monday
the United States should eliminate the Federal Reserve as a way to
reduce the deficit.


* Hawaii Bankruptcy Filings Down 25.6% in June
----------------------------------------------
Erika Engle at staradvertiser.com reports that Hawaii bankruptcy
filings in June were down 25.6% from June of last year, largely in
the numbers of Chapter 7 liquidation and Chapter 13 wage-earner
cases.

Chapter 11 business reorganization filings were up with seven
cases filed in June versus two a year ago, staradvertiser.com
says.


* Dewey & LeBoeuf Corporate Trust Pro Joins Drinker Biddle
----------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that Drinker Biddle &
Reath LLP said Monday it had added a restructuring partner from
Dewey & LeBoeuf LLP specializing in corporate trust and
institutional debt issues to its Florham Park, N.J., office.

Maria Amelia Dantas joined the firm in its corporate restructuring
practice group, Law360 says.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company            Ticker        ($MM)      ($MM)      ($MM)
  -------            ------       ------   --------    -------
PURE INDUSTRIAL      AAR-U CN      277.1       (8.6)       -
ACCO BRANDS CORP     ABD US      1,094.2      (77.0)     293.1
ABSOLUTE SOFTWRE     ABT CN        116.3      (12.0)     (12.6)
ALASKA COMM SYS      ALSK US       609.8      (27.4)       6.3
AMR CORP             AMR US     27,113.0   (3,949.0)  (1,028.0)
ANOORAQ RESOURCE     ARQ SJ      1,024.0      (77.0)      20.9
A&W REV ROYAL-UT     AWRRF US      179.2     (147.6)       3.6
A&W REV ROYAL-UT     AW-U CN       179.2     (147.6)       3.6
AMER AXLE & MFG      AXL US      2,167.8     (415.4)      60.4
AUTOZONE INC         AZO US      5,884.9   (1,119.5)    (655.3)
BLUEKNIGHT ENERG     BKEP US       323.5      (35.1)     (85.8)
BOSTON PIZZA R-U     BPF-U CN      148.2     (100.1)       1.3
CINCINNATI BELL      CBB US      2,636.2     (650.4)       6.4
COLUMBIA LABORAT     CBRX US        27.8       (2.6)      11.5
CC MEDIA-A           CCMO US    16,938.6   (7,280.4)   1,644.2
CADIZ INC            CDZI US        46.7       (2.1)       2.1
CHOICE HOTELS        CHH US        412.4      (49.0)      (1.9)
TOWN SPORTS INTE     CLUB US       460.0       (4.7)     (15.4)
CLOROX CO            CLX US      4,051.0      (82.0)     (28.0)
CUMULUS MEDIA-A      CMLS US       318.9     (324.4)      12.4
CHENIERE ENERGY      CQP US      1,776.3     (547.6)      24.4
CABLEVISION SY-A     CVC US      8,962.9   (6,462.4)    (309.5)
CENVEO INC           CVO US      1,439.5     (333.5)     208.1
CENTENNIAL COMM      CYCL US     1,480.9     (925.9)     (52.1)
DENNY'S CORP         DENN US       296.8     (102.3)     (36.9)
DISH NETWORK-A       DISH US    10,280.6     (502.5)     705.1
DUN & BRADSTREET     DNB US      1,825.5     (615.8)    (321.8)
DOMINO'S PIZZA       DPZ US        487.4   (1,167.7)     167.9
DIRECTV-A            DTV US     20,593.0     (678.0)   2,813.0
EASTMAN KODAK        EK US       5,882.0   (1,274.0)     954.0
DISH NETWORK-A       EOT GR     10,280.6     (502.5)     705.1
EPICEPT CORP         EPCT SS        12.4       (6.0)       6.0
EXELIXIS INC         EXEL US       495.7      (68.7)     126.1
FREESCALE SEMICO     FSL US      4,097.0   (5,076.0)   1,468.0
GLG PARTNERS INC     GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS     GLG/U US      400.0     (285.6)     156.9
GRAHAM PACKAGING     GRM US      2,943.5     (501.5)     313.1
GENCORP INC          GY US         987.3     (161.1)      94.3
HCA HOLDINGS INC     HCA US     23,809.0   (7,788.0)   2,719.0
HANDY & HARMAN L     HNH US        372.2      (23.9)      13.2
IDENIX PHARM         IDIX US        54.9      (40.6)      19.6
INCYTE CORP          INCY US       459.6     (104.0)     315.8
IPCS INC             IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI     ISTA US       131.7     (161.7)       6.6
JUST ENERGY GROU     JE CN       1,588.6     (219.4)    (303.2)
KNOLOGY INC          KNOL US       823.7       (4.0)      42.7
US AIRWAYS GROUP     LCC US      8,217.0      (30.0)    (104.0)
LIZ CLAIBORNE        LIZ US      1,255.8     (124.5)     (26.5)
CHENIERE ENERGY      LNG US      2,564.4     (509.7)      87.4
LORILLARD INC        LO US       3,590.0     (449.0)   1,290.0
MOODY'S CORP         MCO US      2,524.4     (223.2)     498.6
MAINSTREET EQUIT     MEQ CN        453.0      (10.2)       -
MORGANS HOTEL GR     MHGC US       692.8      (29.2)     205.1
MEAD JOHNSON         MJN US      2,465.4     (250.4)     572.3
MANNKIND CORP        MNKD US       254.8     (203.5)      26.2
MPG OFFICE TRUST     MPG US      2,725.0   (1,082.2)       -
MERITOR INC          MTOR US     2,675.0   (1,006.0)     205.0
NAVISTAR INTL        NAV US      9,966.0     (764.0)   1,819.0
NATIONAL CINEMED     NCMI US       796.4     (327.0)      74.0
NPS PHARM INC        NPSP US       158.3     (159.7)     117.8
NEXSTAR BROADC-A     NXST US       582.6     (181.2)      40.0
NYMOX PHARMACEUT     NYMX US        10.0       (3.3)       6.8
ODYSSEY MARINE       OMEX US        25.7       (8.1)     (14.0)
OTELCO INC-IDS       OTT US        319.2       (7.6)      22.4
OTELCO INC-IDS       OTT-U CN      319.2       (7.6)      22.4
PALM INC             PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN     PDLI US       248.7     (371.2)    (161.6)
PLAYBOY ENTERP-B     PLA US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-A     PLA/A US      165.8      (54.4)     (16.9)
PROTECTION ONE       PONE US       562.9      (61.8)      (7.6)
PRIMEDIA INC         PRM US        208.0      (91.7)       3.6
QWEST COMMUNICAT     Q US       16,849.0   (1,560.0)  (2,828.0)
QUALITY DISTRIBU     QLTY US       281.4     (124.4)      40.9
QUANTUM CORP         QTM US        431.0      (61.1)      97.9
RADNET INC           RDNT US       556.6      (81.8)      11.0
REVLON INC-A         REV US      1,105.5     (686.5)     132.7
REGAL ENTERTAI-A     RGC US      2,323.2     (541.6)    (114.5)
RENAISSANCE LEA      RLRN US        49.9      (31.4)     (36.6)
RSC HOLDINGS INC     RRR US      2,817.4      (62.2)     (71.6)
RURAL/METRO CORP     RURL US       303.7      (92.1)      72.4
SPIRIT AIRLINES      SAVE US       545.2      (97.0)      27.6
SINCLAIR BROAD-A     SBGI US     1,571.2     (144.6)      60.4
SALLY BEAUTY HOL     SBH US      1,707.0     (340.6)     418.5
SINCLAIR BROAD-A     SBTA GR     1,571.2     (144.6)      60.4
SMART TECHNOL-A      SMA CN        546.2      (43.3)     173.7
SMART TECHNOL-A      SMT US        546.2      (43.3)     173.7
SUN COMMUNITIES      SUI US      1,160.1     (111.7)       -
SWIFT TRANSPORTA     SWFT US     2,555.7       (9.8)     204.6
TAUBMAN CENTERS      TCO US      2,535.6     (512.8)       -
THERAVANCE           THRX US       315.1      (27.8)     266.9
TEAM HEALTH HOLD     TMH US        832.2      (25.7)      44.8
LIN TV CORP-CL A     TVL US        797.4     (127.9)      38.6
UNISYS CORP          UIS US      2,949.3     (692.1)     547.6
UNITED RENTALS       URI US      3,692.0      (29.0)     123.0
VONAGE HOLDINGS      VG US         251.7     (102.0)     (39.2)
VECTOR GROUP LTD     VGR US        924.6      (61.4)     294.8
VANGUARD HEALTH      VHS US      4,162.2     (186.6)     356.5
VIRGIN MOBILE-A      VM US         307.4     (244.2)    (138.3)
VENOCO INC           VQ US         815.6      (21.6)       8.1
VERISK ANALYTI-A     VRSK US     1,286.4     (109.1)    (180.8)
WORLD COLOR PRES     WC CN       2,641.5   (1,735.9)     479.2
WORLD COLOR PRES     WC/U CN     2,641.5   (1,735.9)     479.2
WORLD COLOR PRES     WCPSF US    2,641.5   (1,735.9)     479.2
WESTMORELAND COA     WLB US        788.0     (173.9)      (1.0)
WARNER MUSIC GRO     WMG US      3,617.0     (254.0)    (650.0)
WEIGHT WATCHERS      WTW US      1,126.0     (636.6)    (345.4)



                           *********

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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