TCR_Public/110706.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, July 6, 2011, Vol. 15, No. 185

                            Headlines

236 EGIDI: Voluntary Chapter 11 Case Summary
3270, LLC: Case Summary & 2 Largest Unsecured Creditors
ALLBRITTON COMMS: S&P Affirms CCR at 'B'; Outlook Positive
ALLEGIANCE HAWKS: Conversion to Chapter 7 Denied; Case Dismissed
ALLEN ACQUISITIONS: Case Summary & 11 Largest Unsecured Creditors

ALLEN FAMILY FOODS: Offers $200,000 in Executive Bonuses
AMWINS GROUP: S&P Rates $60-Mil. Senior Secured Term Loan 'B'
BASIC ENERGY: S&P Upgrades Corporate to 'B+'; Outlook Stable
BLOCKBUSTER INC: U.S. Trustee Objects to Ex-Treasurer's Incentive
BORDERS GROUP: Asks for Approval of Najafi's $450-Mil. Opening Bid

BORDERS GROUP: Proposes to Assume Amended Source Interlink Pact
BORDERS GROUP: Asks for OK of HarrisPort Termination Pact
BORDERS GROUP: U.S. Trustee Objects to Fees Charged by Advisors
BUFFETS INC: Chapter 11 Survivor Lowered by S&P to 'CCC'
CAMBRIDGE COMMERCIAL: Lafayette Ambassador Bank Wins Stay Relief

CARDINAL FASTENER: Case Summary & 20 Largest Unsecured Creditors
CARSON RIVER: Case Summary & 9 Largest Unsecured Creditors
CB HOLDING: To Auction Liquor Licenses Next Week
CENTURY ALUMINUM: S&P Affirms 'B' Corporate Credit Rating
CHAPMAN ROAD: Voluntary Chapter 11 Case Summary

CHICAGO KITCHEN: Case Summary & 20 Largest Unsecured Creditors
CHOCTAW TRANSPORT: Voluntary Chapter 11 Case Summary
COTTON 303: Court Dismisses Chapter 11 Bankruptcy Case
CLUB VENTURES: Disclosure Statement Hearing Set for Aug. 3
CLUB VENTURES: Committee's Challenge Period Expires July 11

CONE INVESTMENT: Case Summary & 6 Largest Unsecured Creditors
CT TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
CWL INVESTMENT: Voluntary Chapter 11 Case Summary
DBI HOUSING: Case Summary & 19 Largest Unsecured Creditors
DEB SHOPS: Has Interim Loan and July 21 Bid Hearing

DEBORAH HEART: Fitch Affirms Rev. Bonds at 'B'; Outlook Stable
DELTA AIR: Offers Investor Update For June 2011 Quarter
DELTA AIR: Releases 2010 Corporate Responsibility Report
DELTA AIR: ACLJ Concerned With Delta-Saudi Arabia Alliance
D.R. HORTON: Fitch Affirms 'BB' Issuer Default Rating

EDISON MISSION: Fitch Downgrades Long-Term IDR to 'B-'
EMERALD LAKES: Case Summary & 12 Largest Unsecured Creditors
EXIDE TECHNOLOGIES: Has Deal to Settle Agere Claim
FAITH CHRISTIAN: Court Approves Charles Wynn as Bankruptcy Counsel
FIDELITY NATIONAL: Fitch Puts 'BB+' IDR on Watch Negative

FISHER ISLAND: Greenberg Traurig Okayed as Counsel for Examiner
FISHER ISLAND: Examiner Has OK for Mesirow Financial as Advisor
FORTUNE LENDING: Case Summary & 3 Largest Unsecured Creditors
FPL ENERGY: S&P Cuts Rating on $365MM Sr. Secured Bonds to 'BB'
FPL ENERGY: S&P Lowers Rating on $380MM Sr. Secured Bonds to 'B'

GEORGES MARCIANO: Guess? Founder's Suit v. IRS Dismissed
GIBBS INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
GLAZIER GROUP: Seeks Approval of D'Arrigo Settlement Agreement
GOLD HILL: Taps Keith Corporation as Marketing Agent
GOLD HILL: Taps Robert Palmer as Tax Accountant

GP WEST: Court Prohibits Cash Collateral Use Until July 7
GP WEST: Sec. 341 Creditors' Meeting Set for July 15
GREAT ATLANTIC & PACIFIC: New Supply Deal With C&S Approved
GREENWOOD ESTATES: Court Dismisses Reorganization Case
GRUPO TMM: Salles Sainz-Grant Thornton Raises Going Concern Doubt

HARRINGTON WEST: Plan Confirmation Hearing on Sept. 14
HARRY & DAVID: Sets Aug. 11 Reorganization Plan Confirmation
HEARUSA INC: Court OKs Duff & Phelps as Committee Advisors
HELIPLANE AIRCRAFT: Case Summary & 14 Largest Unsecured Creditors
HFG MAGTEX: Voluntary Chapter 11 Case Summary

HINGHAM CAMPUS: Alvarez & Marsal's Rundell to Serve as CRO
HINGHAM CAMPUS: Taps Epiq as Claims and Noticing Agent
HINGHAM CAMPUS: Hires DLA Piper as Bankruptcy Counsel
HINGHAM CAMPUS: Hires Houlihan Lokey as Investment Banker
HUBBARD PROPERTIES: Committee Can Hire Hill Ward as Counsel

HUBBARD PROPERTIES: Taps Buzbee Law Firm on BP Oil Spill Claim
HUBBARD PROPERTIES: Trustee Wants Request for Accountant Denied
HUDSON PRODUCTS: S&P Revises Outlook on 'B-' Rating to Negative
IMUA BLUEHEN: O'Connor Playdon to Serve as General Counsel
IMUA BLUEHENS: To File Schedules and Statement by July 18

IMUA BLUEHENS: Has Interim OK to Use Greenwich Collateral
JACKSON TRUCK: Case Summary & 4 Largest Unsecured Creditors
JOHN BLEAKLEY: Case Summary & 20 Largest Unsecured Creditors
KT SPEARS: Okin Adams Approved to Handle Reorganization Case
LA FUENTE: Voluntary Chapter 11 Case Summary

LAMBUTH UNIVERSITY: Case Summary & 20 Largest Unsecured Creditors
LBCP DEVELOPMENT: Voluntary Chapter 11 Case Summary
LEE'S FAMOUS RECIPES: Franchiser Files for Chapter 11
LEGACY AT JORDAN: Judge Doub Dismisses Chapter 11 Case
LEHMAN BROTHERS: BofA Moving Quick to Reverse $500MM Judgment

LEHMAN BROTHERS: Wins OK of Settlement With 1107 Broadway
LEHMAN BROTHERS: Wins Approval to Sell Loans to Metlife Bank
LEHMAN BROTHERS: LCPI Settles Claims Against Latshaw Drilling
LEHMAN BROTHERS: Wins OK to Terminate SASCO 2008-C2 Securitization
LEHMAN BROTHERS: BTMU Objects to Settlement With ANZ

LENOX 126: Sec. 341 Meeting of Creditors Today
LENOX 126: Wants Access to Griffon Heights' Cash Collateral
LINDEN PONDS: Taps North Shores Consulting as Bond Consultant
LINDEN PONDS: Schedules Filing Deadline Extended Until Oct. 12
LINDEN PONDS: Employs Whiteford Taylor as Bankruptcy Counsel

LINDEN PONDS: Hiring McGuire Craddock as Local Counsel
LITTLE REST: Creditor Oxana Adler Withdraws Involuntary Petition
LV KAPOLEI: Taps Carlsmith Ball to Aid in Declaration Enforcement
MAINSTAY FUNDS: Plans to Liquidate 130/130 Grow Fund
MAJESTIC TOWERS: SulmeyerKupetz, P.C. OK'd as Bankruptcy Counsel

MARYLAND PAVING: Voluntary Chapter 11 Case Summary
MBIA INC: New York Court Reinstates Bank Lawsuit
MICHIGAN TECH: S&P Affirms 'BB+' Rating on Series 2006 Bonds
MILLENNIUM GLOBAL: Seeks Recognition of Bermuda Liquidation
MINNESOTA: Gov't Operations Closed Amid Budget Talks Impasse

MMFX CANADIAN: Court Approves BAI as Investment Advisor
MMK INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
MONTE BELLO: Case Summary & 2 Largest Unsecured Creditors
MSR RESORT: Plan Filing Deadline Extended to Sept. 29
NEBRASKA BOOK: Final Hearing on DIP Loan Request Set for July 21

NEBRASKA BOOK: Can Use Cash Collateral Until July 21
NEWLEAD HOLDINGS: PwC S.A. Raises Going Concern Doubt
NNN 2400: Obtains Approval of Stipulation with Lender
NORTEL NETWORKS: Seeks to Expand Retention of Ernst & Young
NOT JUST TRUCKING: Voluntary Chapter 11 Case Summary

NXT ENERGY: KPMG LLP Raises Going Concern Doubt
OFFSHORE WARRIORS: U.S. Trustee Wants Case Dismissed or Converted
OLD MILL: Case Summary & 3 Largest Unsecured Creditors
OLEANDER GARDENS: Case Summary & 2 Largest Unsecured Creditors
ORIGINAL DESIGNER: Voluntary Chapter 11 Case Summary

PARKWAY PROFESSIONAL: Case Summary & 5 Largest Unsecured Creditors
PAULINE STONE: Voluntary Chapter 11 Case Summary
PHILLIPS RENTAL: Interim Access to Cash Collateral Expires July 29
PJ FINANCE: Has Until Oct. 3 to Assume or Reject Leases
PLATINUM PROPERTIES: Court Set to Enter Cash Collateral Order

PRODIGY HEALTH: S&P Raises Counterparty Credit Rating to 'BB+'
REDAN HAIRSTON: Case Summary & 4 Largest Unsecured Creditors
REITTER CORP: Luis R. Carrasquillo Approved as Accountant
RENO REDV'T: S&P Lowers Rating on Tax Increment Bonds to 'BB'
REPICEL LIFE: RepliCel Life Posts C$897,300 Net Loss in Q1 2011

RESERVE DEVELOPMENT: Court Yet to Rule on Dismissal Motion
RIO RANCHO: Had Until June 30 to Use Cash Collateral
ROUND TABLE: Hearing on Motion to Appoint Examiner on July 13
SCHOOL HOUSE: Case Summary & 20 Largest Unsecured Creditors
SCOVILL FASTENERS: New Trustee Promptly Files Conversion Plea

SEACOR HOLDINGS: S&P Lowers CCR to 'BB+' on Weak Credit Metrics
SEARCHMEDIA HOLDINGS: Marcum Bernstein Raises Going Concern Doubt
SEMINOLE TRIBE OF FLORIDA: Fitch Affirms 'BB+' Rating on Bonds
SENECA LANDING: Case Summary & Largest Unsecured Creditor
SHERWOOD BRANDS: Case Summary & Largest Unsecured Creditor

SIGNATURE STYLES: Creditors of Win Sale Changes
SONYA, LLC: Case Summary & 16 Largest Unsecured Creditors
SOUTH OF THE STADIUM: Taps Richard Ward as Counsel
SOUTH OF THE STADIUM: Files Schedules of Assets And Liabilities
SOUTH GATE: S&P Lifts Rating on Pension Obligation Bonds to BB+

STALLION OILFIELD: S&P Affirms 'B-' Corporate Credit Rating
STEPHEN BRASWELL: Case Summary & 20 Largest Unsecured Creditors
STEWART & STEVENSON: S&P Raises CCR to 'B' on Improved Demand
TARYAG REALTY: Voluntary Chapter 11 Case Summary
TERRESTAR NETWORKS: Hearing on Hughes Settlement Set for July 18

TRIBUNE CO: Judge Gross Named Mediator in ERISA-Related Claims
TRIBUNE CO: Removal Period Extended to Dec. 30
TRIBUNE CO: Deutsche Bank Files LBO-Related Suits in State Courts
TRIBUNE CO: Retirees File State Law Fraud Suits for $109-Mil.
UNIVERSAL CITY: S&P Keeps 'BB-' Corporate Credit Rating on Watch

VALASSIS COMMUNICATIONS: S&P Retains 'BB-' Corp. Credit Rating
VALLEY VEHICLE: Case Summary & 6 Largest Unsecured Creditors
VEGAS PLAZA: Case Summary & 9 Largest Unsecured Creditors
VEY FINANCE: Taps Patrick Tuttle And Re/Max as Realtors
VITRO SAB: Packaging Unit Files for Ch. 15, Bankruptcy in Mexico

VITRO SAB: U.S. Units Seek Exclusivity Until Oct. 2
VITRO SAB: Can't Use Insider Votes for Cram Down
WEST PACES: Case Summary & 11 Largest Unsecured Creditors
WEST PENN: S&P Keeps 'B+' Rating on $748-Mil. Fixed-Rate Bonds
WESTCLIFF MEDICAL: Seeks to File Chapter 11 Plan Until Aug. 12

WILLIAM SWITZER: Chapter 15 Case Recognized as Foreign Proceeding
WOLF MOUNTAIN: To Employ Kirton & McConkie as Litigation Counsel
W.R. GRACE: Asks for OK of Massachusetts NRD Settlement

* State Suit Valid Exercise of Police, Regulatory Powers
* Dismissal Not Allowed for Debtor's Own Mistake
* Short-Term Debt Isn't Stretched to Long-Term in Chapter 13
* Couple Asks Ninth Circuit Court to Rule on Gay-Marriage Ban

* To Bank's Consternation, Trump Reaps Windfall in Kluge Downfall
* Centerbridge Has $4.4-Bil. for 2nd Restructuring Fund

* Upcoming Meetings, Conferences and Seminars


                            *********


236 EGIDI: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 236 Egidi Drive, LLC
        236 Egidi Drive
        Wheeling, IL 60090

Bankruptcy Case No.: 11-27728

Chapter 11 Petition Date: July 2, 2011

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

Judge: Carol A. Doyle

Debtor's Counsel: Karen J. Porter, Esq.
                  PORTER LAW NETWORK
                  230 West Monroe, Suite 240
                  Chicago, IL 60606
                  Tel: (312) 372-4400
                  Fax: (312) 372-4160
                  E-mail: kjplawnet@aol.com

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

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

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

The petition was signed by Andrzej Powroznik, member.


3270, LLC: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 3270, LLC
        1040 1st Avenue, #252
        New York, NY 10022

Bankruptcy Case No.: 11-02020

Chapter 11 Petition Date: June 30, 2011

Court: U.S. Bankruptcy Court
       District of Idaho (Boise)

Debtor's Counsel: Matthew Todd Christensen, Esq.
                  ANGSTMAN, JOHNSON & ASSOCIATES, PLLC
                  3649 N. Lakeharbor Lane
                  Boise, ID 83703
                  Tel: (208) 384-8588
                  Fax: (208) 853-0117
                  E-mail: mtc@angstman.com

Scheduled Assets: $1,200,000

Scheduled Debts: $1,514,000

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/idb11-02020.pdf

The petition was signed by Ken Sato, manager.


ALLBRITTON COMMS: S&P Affirms CCR at 'B'; Outlook Positive
----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Arlington, Va.-based Allbritton Communications Co. to positive
from stable. "At the same time, we affirmed our ratings on the
company, including the 'B' corporate credit rating," S&P said.

"The outlook revision to positive reflects the company's recent
leverage reduction and our expectation of continuing gradual
progress as a result of EBITDA growth and lower revolving credit
borrowings, despite the resumption of distributions to its parent.
Our 'B' rating on Allbritton reflects the company's still-high
debt leverage, earnings and cash flow concentration from
a small TV station portfolio, and a track record of shareholder-
favoring financial policies," S&P related.

Allbritton owns and operates a modest-size TV station portfolio
covering one large and five midsize markets ranked from No. 9 to
No. 66, reaching about 5% of U.S. TV households.

In the six months ended March 31, 2011, Allbritton's revenue rose
2% and EBITDA fell 7% year over year because lower issue-oriented
ad revenue partly offset the benefit of political advertising and
higher retransmission fees, and operating expenses increased
faster than revenue because of higher headcount and more difficult
comparisons. The EBITDA margin remained strong at 41% for the 12
months ended March 31, 2011, unchanged from the year-ago period.
"Our base-case scenario for fiscal 2011 (ending Sept. 30, 2011)
assumes that revenue will decline in the low-single-digit percent
area on lower political and core ad revenue," S&P related.

"We expect the EBITDA margin to deteriorate slightly in 2011 as
the benefit of cost cuts taken in 2009 runs off," said Standard &
Poor's credit analyst Deborah Kinzer. "We also believe that the
EBITDA margin will remain under pressure over the intermediate
term, in view of our expectation that the company will be required
to pay a portion of its retransmission fees to ABC after the next
affiliation agreement renewal in December 2012."

"The positive rating outlook reflects our expectation that in the
absence of debt-financed distributions, Allbritton will be able to
maintain lease-adjusted debt to EBITDA of less than 6.5x
throughout the election cycle. We could raise the rating if the
company continues reducing its revolving credit borrowings and
keeps its distributions to the parent within the scope of its
discretionary cash flow. On the other hand, we could change the
outlook back to stable if the company increases its revolver usage
to fund parent distributions, particularly when cash flow is at a
cyclical low in a nonelection year," S&P stated.


ALLEGIANCE HAWKS: Conversion to Chapter 7 Denied; Case Dismissed
----------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas dismissed the Chapter 11 cases of
Allegiance Commercial Development, L.P., and Allegiance Hawks
Creek Commercial, L.P.

The Court denied the Debtors' motion to convert their case to
Chapter 7 of the Bankruptcy Code.

In their motion, the Debtors related that they were unable to
confirm a plan of reorganization, however, they believe certain
assets exist which can be liquidated for the benefit of the
creditors of the bankruptcy estates.

The Debtors were represented by:

         Eric A. Liepins, Esq.
         ERIC A. LIEPINS, P.C.
         12770 Coit Road, Suite 1100
         Dallas, TX 75251
         Tel: (972) 991-5591
         Fax: (972) 991-5788

                      About Allegiance Hawks

Dallas, Texas-based Allegiance Commercial Development, L.P., and
Allegiance Hawks Creek Commercial, L.P., are commercial real
estate developers and each are in the business of owning,
developing, operating, leasing and selling their pieces of real
property, which constitute a project known as Hawks Creek
Commercial Shopping Center located at Westworth Village, Tarrant
County, Texas.

ACD and AHCC filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case Nos. 10-43853 and 10-43855) on Nov. 1, 2010.
In its schedules, AHCC disclosed $15,781,966 in assets
and $20,548,132 in liabilities.  No official committees have been
appointed in the case.


ALLEN ACQUISITIONS: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Allen Acquisitions Ltd.
        34 La Jolla Circle
        Montgomery, TX 77356

Bankruptcy Case No.: 11-35588

Chapter 11 Petition Date: July 1, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Suite 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: brogers@ralaw.net

Scheduled Assets: $3,740,000

Scheduled Debts: $3,979,298

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-35588.pdf

The petition was signed by Warren Gallant, member, general
partner.


ALLEN FAMILY FOODS: Offers $200,000 in Executive Bonuses
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although it has lined up a buyer for most of its
assets, Allen Family Foods Inc. is asking the bankruptcy judge to
approve $200,000 in incentive bonuses for 10 executives and
managers.  Allen is asking the bankruptcy court to approve the
bonuses at a July 15 hearing.  If approved, an unnamed top-level
executive would receive a $50,000 bonus upon completion of the
contract already in hand.  If there is a higher bid, the bonus
would increase to $65,000.  If the remaining assets are sold or
there is a confirmed Chapter 11 plan, the total bonus would rise
to $75,000.  Allen also proposes to give nine other managers
bonuses ranging from $5,000 to $50,000, with the total not
exceeding $125,000, if a sale is completed.

                      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.

Montaire Farms of Delaware Inc.'s Seaford Milling Company will
open an auction for Allen Family's assets on July 25, 2011.
Absent higher and better offers, Seaford Milling is under contract
to buy the assets for $30 million plus inventory in an amount not
to exceed $38 million, including assumption of very limited
liabilities.


AMWINS GROUP: S&P Rates $60-Mil. Senior Secured Term Loan 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior debt
rating on AmWINS Group Inc.'s planned $60 million incremental
first-lien senior secured term loan due June 2013. "The recovery
rating is '3', indicating our expectation for meaningful (50%-70%)
recovery for lenders in the event of a payment default. Standard &
Poor's also said that it affirmed its 'B' counterparty credit
rating on AmWINS and all existing debt and recovery ratings. The
outlook remains stable," S&P stated.

AmWINS' will make its borrowings under the $60 million incremental
term loan through an accordion feature on the company's existing
first-lien credit facility. The incremental term loan will stand
pari passu with the existing credit facility, and its pricing will
be LIBOR plus 425 basis points (bps).

In addition, as part of the incremental term loan's lender
agreement, pricing on the company's existing first-lien debt ($281
million as of the second quarter of 2011) was amended to LIBOR
plus 425 bps from LIBOR plus 250 bps. The company plans to
ultimately use the proceeds of the new debt issuance for
acquisition purposes, likely during the second half of this year.

"We don't believe that the new debt issuance will alter the
company's debt servicing capabilities materially, and the
company's credit profile remains within our expectations for the
ratings," said Standard & Poor's credit analyst Julie Herman. The
company has said that until any acquisition is executed, it will
use more than half of the debt proceeds to pay down the balance
outstanding ($38 million as of June 2011) on its $50 million
revolving credit line, resulting in only a modest 5% increase in
debt load.

In light of the incremental issuance to fund acquisitions,
Standard & Poor's believes that AmWINS will likely deploy up to
$60 million in cash toward acquisitions during the remainder of
the year, using cash on the balance sheet and retapping its
revolver. "Our rating affirmations and outlook incorporate
our expectation that any such acquisitions will enhance the
company's business profile and be accretive to its overall
earnings," said Ms. Herman. Standard & Poor's also expect that the
company's credit metrics following any such acquisition activity
will remain within its stated expectations.

The counterparty credit rating on AmWINS reflects the company's
limited financial flexibility, resulting from its highly leveraged
capital structure. The company faces earnings volatility because
of its susceptibility to underwriting, pricing, and economic
cycles. AmWINS also faces integration and execution risks in its
growth-by-acquisition strategy. Offsetting these negative factors
is the company's enhanced competitive position following the
acquisitions of Colemont in April 2010, Beacon Risk Strategies in
May 2008, American Equity Underwriters Inc. in second-quarter
2007, and Stewart Smith Group in April 2005. In addition to its
niche expertise in the excess and surplus market, the company
differentiates itself from its peers through its increasingly
diverse revenue base in its specialty underwriting and group
benefits divisions.

"For 2011, we expect that AmWINS will maintain favorable
performance, with overall organic growth in the positive low
single digit, and sustain margins at above 20%," said Ms. Herman.
EBITDA should increase to more than $90 million due to continued
core earnings growth, annualized earnings from Colemont, and the
recent acquisition of American Southwest Insurance Managers Inc.
Standard & Poor's also expect that the company will generate
healthy cash flows from operations, maintain a minimum of $15
million of unrestricted cash on its balance sheet, and remain
fully compliant with its restrictive covenants.

"If at any point during 2011, AmWINS appears to be underperforming
relative to our performance, debt servicing, cash flow, and
covenant expectations, we will consider lowering the ratings,"
said Ms. Herman. The ratings will particularly come under pressure
if underperformance results from financial management that is more
aggressive than expected, loss of market share to competitors, or
poor execution regarding management's acquisition strategy. On the
other hand, Standard & Poor's will consider raising the ratings if
the company significantly exceeds our performance expectations.


BASIC ENERGY: S&P Upgrades Corporate to 'B+'; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Midland, Texas-based Basic Energy Services to 'B+' from
'B'. "We also raised the issue rating on Basic's unsecured notes
to 'B' from 'B-'. The recovery rating remains '5'", S&P stated.

"The outlook is stable and reflects our expectation that Basic
will maintain operating and financial performance consistent with
recent quarters," S&P related.

"The rating action follows the strong performance of Basic in the
oilfield services sector recently and our expectation that the
well completion and servicing segments will not significantly
recede from its recent gains over the next year," said Standard &
Poor's credit analyst Patrick Y. Lee.

The ratings on Basic Energy Services Inc. reflect what Standard &
Poor's classifies as Basic's highly leveraged financial risk
profile and weak business risk profile. The company operates in
the highly cyclical and competitive U.S. oilfield services market,
which can be indirectly exposed to volatile hydrocarbon prices,
causing negative 70% swings in EBITDA in a single quarter.
"Because of the extreme volatility in the industry, Basic only
recently in the past year had leverage as high as 9x, but we
expect leverage will decrease potentially to less than 3x by year-
end as margins remain solid. The ratings also reflect Basic's
competitive position in the workover rig segment and a leading
market position in oil-prone areas such as the Permian Basin,
where services activity remains strong, which provides support
against the continuing softness in gas-related workover activity,"
S&P stated.

"The stable outlook reflects improvements in utilization and
margins that contributed to Basic's stronger performance over the
past few quarters and our expectation that these gains will not
significantly recede in the next year. We could take a negative
rating action if operating and financial performance deteriorate,
causing credit metrics to weaken, including adjusted debt to
EBITDA rising above 4.5x. For that to occur, the first-quarter
2011 annualized EBITDA would have to decline by about 30%. We deem
the likelihood of that over the next year to be modest based on
our view of the land-based drilling, completion, and workover
segments. We would consider an upgrade if we believe that the
softness in natural gas activities will not materially affect
Basic's financial performance and that the company can absorb an
EBITDA decrease of about 25% and maintain leverage below 3.0x on a
sustained basis," S&P related.


BLOCKBUSTER INC: U.S. Trustee Objects to Ex-Treasurer's Incentive
-----------------------------------------------------------------
BankruptcyData.com reports that the U.S. Trustee assigned to the
Blockbuster case filed with the U.S. Bankruptcy Court an objection
to Blockbuster Inc.'s motion to pay certain limited incentive
compensation to the Company's sole remaining employee, who is the
former treasurer of Blockbuster and current controller and senior
vice president of tax.   According to the U.S. Trustee, the
Debtors have failed to meet their evidentiary burden of proof to
show that the proposed bonus payments comply with Sections 503(c)
and 363 of the Bankruptcy Code.

                      About Blockbuster Inc.

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

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

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

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

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

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

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

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

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

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

The auction was held earlier in April and Dish Network Corp. won
with an offer having a gross value of $320 million.


BORDERS GROUP: Asks for Approval of Najafi's $450-Mil. Opening Bid
------------------------------------------------------------------
Borders Group, Inc. and its debtor affiliates ask Judge Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York to authorize the sale of substantially all of their
assets, free and clear of all liens, claims, encumbrances and
interests to BB Brands, LLC, as stalking horse bidder, for
$450 million, subject to better and higher bids.

In connection with the proposed sale, the Debtors ask the Court
to approve uniform procedures to govern the bidding, auction and
sale of their assets.

The Debtors relate that because the Stalking Horse Bid includes
options for a going concern sale and a liquidation, bids will be
solicited for one or both of a going concern sale and
liquidation.  Accordingly, the Debtors seek permission from the
Court to proceed with a going concern sale and a liquidation on a
dual track basis.

                     Stalking Horse Bid

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, tells the Court that the proposed Stalking
Horse Bid represents the highest and best offer available to the
Debtors.  The proposed sale to the Stalking Horse Bidder, he
asserts, would provide the Debtors' estates and creditors
significant benefits, which include (i) $215 million in cash,
(ii) the assumption of $220 million of liabilities, and (iii) a
commitment to provide $15 million of funding to wind up the
Debtors' Chapter 11 cases.

The Debtors, together with investment banker Jefferies & Company,
Inc., undertook efforts since the Petition Date to market some or
all of their assets.  The Debtors ultimately received five non-
binding indications of interest, two of which were for the
majority of the Debtors' assets.  It included an offer from the
Najafi Companies, whereby BB Brands, a wholly owned subsidiary of
Najafi affiliate Direct Brands, Inc., would purchase a majority
of the Debtors' assets on a going concern basis.

Accordingly, on June 30, 2011, the Debtors and BB Brands
negotiated an asset purchase agreement for the sale of the
Debtors' business and assets.

BB Brands' parent company, Direct Brands, a direct marketer, owns
the Book of the Month Club business, which offers substantial
synergies and cost savings for a business combination, Mr.
Friedman cites.

If BB Brands purchases Borders' assets and liabilities as a going
concern, the Debtors will continue in business as a retailer and
thousands of jobs will be saved, Mr. Friedman notes.  "At this
time, however, there is no guarantee that the Stalking Horse
Bidder will proceed with a going concern acquisition for the
Debtors' business."

The Stalking Horse Bid is subject to minimal closing conditions,
including approval under the Hart-Scott-Rodino Act.  It is not
subject to financing, due diligence or material adverse change
conditions.  Nonetheless, as required by the Debtors' DIP Credit
Agreement, the Debtors have arranged for a back-up bid for a
liquidation of substantially all of their assets from a
consortium of a nationally recognized liquidation firms that will
be consummated if the Stalking Horse Bid fails to close.  The
back-up Bidder's offer will remain open through July 29, 2011,
the projected closing date of the Stalking Horse Bid.

The principal terms of the Stalking Horse Bid are:

  (A) The Stalking Horse Bidder will purchase substantially all
      of the Debtors' assets, other than certain "excluded
      assets."

  (B) The purchase price is composed of (i) $215,100,000 in cash
      and (ii) plus the assumption of certain liabilities.

  (C) The Stalking Horse Bidder will tender a deposit of
      $15 million.

  (D) At the Closing, the Stalking Horse Bidder will deposit an
      additional $7,500,000 with an escrow agent.  The funds
      will be available to the Debtors if the Debtors have
      insufficient assets to pay allowed administrative expenses
      and allowed priority tax claims pursuant to Sections
      503(b) and 507(a)(8) of the Bankruptcy Code.  Any payments
      from the Escrow will be deemed to be an increase to the
      purchase price.

  (E) The Closing of the sale transaction is scheduled to occur
      on or before July 29, 2011, but will be no later than
      August 5, 2011.

  (F) The Stalking Horse Bidder will have the right to designate
      which leases and contracts of the Debtors are to be
      rejected or assumed and assigned to it, subject to
      applicable designation deadlines.  The Stalking Horse
      Bidder is responsible for all cure costs under assumed
      leases and contracts.  An agent will conduct going out of
      business store closing sales or "GOB SCSs" for inventory
      and other items at certain store locations as set forth in
      an agency agreement to be entered into on or before
      July 22, 2011.

  (G) The Excluded Assets include (i) real property leases and
      contracts to be designated by the Stalking Horse Bidder
      for assumption and assignment, (ii) equipment and
      improvements in transferred stores and distribution
      centers, (iii) intellectual property, (iv) inventory other
      than inventory in stores for which the leases are not
      being assumed and assigned to the Stalking Horse Bidder,
      (v) accounts receivable from sales of inventory, (vi) the
      Debtors' equity interest in Kobo, Inc., (vii) goodwill of
      the Debtors, (viii) books, records, files, including
      customer lists, (ix) cash, (x) rights to direct the
      disposition of inventory at Store Closing Locations and
      receive the related proceeds, and (xi) foreign franchisor
      rights.

  (H) The Assumed Liabilities are liabilities for: (i) assumed
      Real Property Leases and Contracts and related cure costs,
      (ii) gift cards, (iii) loyalty programs, in the event of a
      going concern transaction, (iv) inventory returns after
      closing, (v) certain employment benefits and other
      obligations in respect of employees of Debtors that become
      employees of the Stalking Horse Bidder, (vi) accrued and
      unpaid real property, personal property, sales and use
      taxes, (vii) postpetition trade and accounts payable, and
      (viii) certain letters of credit of the Debtors and (ix)
      costs and liabilities relating to the wind down of the
      Debtors' estates; provided that certain of the Wind Down
      Obligations assumed by the Stalking Horse Bidder,
      including Wind Down Obligations for professional fees,
      court costs and other costs in connection with the
      bankruptcy cases, will be subject to a maximum of
      $15 million.

  (I) On or before July 14, 2011, the Stalking Horse Bidder will
      deliver an executed commitment from Direct Brands, Inc. to
      provide equity financing to the Stalking Horse Bidder in
      an amount reasonably satisfactory to the Debtors and one
      or more other commitments for additional financing
      necessary to permit the Stalking Horse Bidder to pay the
      Purchase Price and perform all of its other obligations.

  (J) If the Purchase Agreement is terminated for any reason
      other than mutual agreement or default of the Stalking
      Horse Bidder, the Debtors will pay to the Buyer $6,450,000
      as liquidated damages with respect to any claims the Buyer
      may have against the Sellers.  The break-up fee is
      approximately 3% of the cash consideration and 1.5% of the
      total transaction value.  The Stalking Horse Bidder does
      not seek a separate expense reimbursement.

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

                Back-Up Full Chain Liquidation Bid

Simultaneous with their solicitation for going concern bids, the
Debtors solicited bids for a Full Chain Liquidation to serve as a
back-up to the Stalking Horse Bid.

On or about June 30, 2011, the Debtors entered into an agency
agreement with a joint venture consisting of Hilco Merchant
Resources, LLC, Gordon Brothers Retail Partners, LLC, SB Capital
Group, LLC, Tiger Capital Group, LLC and Great American Group,
LLC, as a back-up to the Stalking Horse Bid, which, if closed,
would provide for a Full Chain Liquidation.

Borders Senior Vice President for Restructuring Holly Felder
Etlin disclosed that the Debtors extensively negotiated the terms
of the Joint Venture's bid and succeeded in increasing the
guaranteed amount to 72%, which the Debtors will bring at least
$252 million and as much as $284 million into the estates, plus
50% of the proceeds above the guaranteed amount and funding of
expenses.

Pursuant to the Agency Agreement, the Liquidating Agent will have
the right to conduct the Store Closing Sales commencing the day
after entry of the order approving the SCSs, which the Debtors
seek to obtain on or before July 22 to comply with the DIP Credit
Agreement deadlines.

The Liquidating Agent will sell the furniture, fixtures and
equipment located at the Debtors' headquarters, Newsstand
Inventory and Cafe/Candy Inventory located at the Closing Stores,
in exchange for a fee of 20% of the net proceeds from those
sales.

The Closing Stores will consist of up to 399 stores, a list of
which is available for free at:

http://bankrupt.com/misc/Borders_June24ClosingStoresList.pdf

The SCSs will continue until various dates depending on certain
contractual deadlines or the Debtors' lease rejection deadline at
the applicable Stores; provided, however, that under certain
circumstances, the Liquidating Agent may terminate the sales at
certain Closing Stores prior to that date.

The SCSs will be conducted in accordance with the sale guidelines
substantially the same guidelines as those approved by the Court
in connection with the Phase I SCSs, except that the Agent may
characterize the Sales as going-out-of-business or total
liquidation sales.

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

                      Bidding Procedures

The Debtors seek to implement these bidding procedures to
maximize the value of their business and assets, while ensuring
that they comply with the deadlines in the DIP Credit Facility.

(1) The Debtors will consider these types of offers for a sale
     transaction:

     * Going Concern Sale -- Offers for a sale, in one or a
       series of related transactions, of a substantial portion
       of the business of the Debtors as a going concern, which
       sale may include a liquidation of a portion of the assets
       acquired under Section 363 of the Bankruptcy Code with
       respect to the Debtors or all or any substantial portion
       of the assets of the Debtors.

     * Full Chain Liquidation -- Offers for a liquidation, in
       one or a series of related transactions, of each store
       location of the Debtors not subject to a Going Concern
       Sale, referred to as GC Sale and a sale of any or
       substantially all of the assets of the Debtors not
       subject to a GC Sale.

     * Remainder Chain Liquidation -- Offers for a liquidation,
       in one or a series of related transactions, of (x)
       substantially the entire chain of store locations of the
       Debtors and substantially all of the inventory of the
       Debtors, and furniture, fixtures and equipment, and (y)
       substantially all of the other assets of the Debtors,
       which in each case, may include the sale of any of the
       Debtors' assets, including its inventory, furniture,
       fixtures and equipment, intellectual property, leases and
       substantially all other assets of the Credit Parties, as
       well as the assumption and assignment of executory
       contracts and unexpired leases.  The Sale will be
       pursuant to the Purchase Agreement and the Agency
       Agreement, the forms of which will be subject to approval
       by the Court at the Sale Hearing, subject to higher and
       better bids to be submitted by a Qualified Bidder under
       the Bid Procedures.

   (2) The Debtors will provide notice of the proposed Sale to
       the Stalking Horse Bidder, the Bid Procedures, the Sale
       Objection Deadline and the date and time of the Sale
       Hearing to all parties-in-interest, every party that has
       previously expressed any interest in the potential
       purchase or liquidation of the Debtors' business, and any
       other party that the Debtors believe might be interested
       in a possible purchase or liquidation of some or all of
       the Debtors' business.

   (3) The deadline for submission of a final and binding
       written proposal for a Going Concern Sale, a Full Chain
       Liquidation or a Remainder Chain Liquidation is 5:00 p.m.
       on July 17, 2011.

   (4) All Bids submitted by a bidder must state the total
       proposed purchase price, in U.S. dollars for a GC Sale,
       including any cash to be paid and any liabilities to be
       assumed, or the amount of the guaranty percentage as
       defined in the Agency Agreement for a Full Chain
       Liquidation or a Remainder Chain Liquidation, and, must
       exceed the total amount of compensation of the Stalking
       Horse Bid by a minimum of $8.95 million for a Bid for a
       GC Sale and 0.25% for a Full Chain Liquidation or a
       Remainder Chain Liquidation.  Each Bid must include, at
       minimum, $224.05 million in cash as part of the
       compensation.  A Bidder who bids on two or all three
       types of sale transaction must specify the Purchase Price
       for each of the proposed transactions.

   (5) All Bids must include a deposit of 7.5% of the Purchase
       Price in cash, to be deposited in an escrow account at
       Citibank, N.A., and held by and in the name of the
       Debtors; provided, however that a Multiple Transaction
       Bidder need only submit one deposit for all of its
       proposed transactions.

  (6) The Bidding Procedures require additional documents and
      information to be submitted with the Bid, including,
      without limitation, the submission of (i) by any Bidder
      for a GC Sale, a copy of the Purchase Agreement; or (ii)
      by any Bidder for a Full Chain Liquidation or a Remainder
      Liquidation, a copy of the Agency Agreement, marked
      electronically to show any changes, and a clean, executed
      version of the Agency Agreement.

  (7) All conditions to closing required by a Bidder must be set
      forth in the Modified Purchase Agreement or the Modified
      Agency Agreement, provided, however, that no Bid may be
      subject to any financing, due diligence or other material
      conditions.  To the extent a Bid relies on one or more
      third-party financing sources, the Bid must include a
      signed, binding and irrevocable commitment letter from
      those third-party financing sources or comparable
      commitment from any equity source.

  (8) The Debtors will be authorized to approve joint Bids in
      their sole and absolute discretion on a case by case
      basis.

  (9) Each Bid will be evaluated by the Debtors and their
      advisors to determine if it fully satisfies the Bid
      Procedures' requirements, in their sole and absolute
      discretion.  The Debtors will inform each Bidder without
      delay if that bidder has submitted a Qualified Bid.

(10) If, after the examination of all Qualified Bids, the
      Debtors' Board of Directors determines that an auction is
      appropriate and will generate an offer for the purchase of
      the Debtors' business and assets that is higher and better
      than the Stalking Horse Bid, the Debtors will conduct an
      auction on July 19, 2011, beginning at 1:00 p.m. at a
      location of which the Debtors will inform each Qualified
      Bidder.  The minimum interval for bidding at the Auction
      will be of a value of at least $1 million; provided,
      however, the Debtors, in consultation with the Stalking
      Horse Bidder, may increase or decrease the Bidding
      Interval at or before the Auction, in which case the
      Debtors will so inform each of the Qualified Bidders.  If,
      at any time prior to or on July 29, 2011, the Winning
      Bidder cannot consummate the Winning Bid, the Debtors may
      close with the Back-Up Bidder by accepting the Back-Up
      Bid, which may be a Full Chain Liquidation.  To the extent
      the Winning Bid is for a Full Chain Liquidation or a
      Remainder Chain Liquidation and the transaction cannot be
      consummated in the Winning Bid on or before July 22, 2011
      for the Full Chain Liquidation or on or before July 29,
      2011 for the Remainder Chain Liquidation, the Debtors may
      close a Full Chain Liquidation or a Remaining Chain
      Liquidation with the Back-Up Bidder by accepting the Back-
      Up Bid.

(11) On or about July 20, 2011, the Debtors will file a notice
      with the Court, which will either confirm that the
      Stalking Horse Bid is the Winning Bid, in the event there
      is no auction, or identify the terms of the Winning Bid at
      auction, along with a description of the Winning Bidder.

(12) The Debtors intend to consult with the Official Committee
      of Unsecured Creditors and the DIP Agents on an ongoing
      basis throughout the Sale and Auction process.

A full-text copy of the proposed Bidding Procedures is available
for free at http://bankrupt.com/misc/Borders_BiddingProcs.pdf

               Contract Assumption & Assignment

To effectuate the sale, the Debtors intend to assume and assign
certain executory contracts and unexpired leases to the winning
bidder.

The Debtors will have served a Notice of Assumption and
Assignment on each of its contract parties by July 1, 2011.
Objections to the assumption and assignment, including to the
proposed Cure Amount, are due on July 14, 2011.

The Notice of Assumption and Assignment does not constitute the
final decision to assume and assign the Debtors' executory
contracts and unexpired leases, as the Winning Bidder will be
entitled to defer any final decisions on assumption and
assignment until (i) the deadline to assume and assign each
unexpired lease of nonresidential real property under Section
365(d)(4) of the Bankruptcy Code, or by agreement with a Non-
Debtor Counterparty for any unexpired lease of non-residential
real property; or (ii) October 31, 2011 for any executory
contract or any unexpired lease of property other than non-
residential real property.

To facilitate the assumption and assignment of the Agreements for
assumption, the Debtors ask the Court to find that all anti-
assignment provisions of the Agreements for assumption are
unenforceable under Section 365(f) of the Bankruptcy Code to the
extent parties do not consent to the assignment of the subject
Agreements.

                       Liquidating Agent

The Debtors propose to retain a liquidating agent rather than
conducting Store Closing Sales themselves.

To this end, the Debtors entered into an agency agreement with
the Hilco Group Joint Venture for the contemplated liquidation of
the Closing Stores.

Mr. Friedman contends that allowing a professional liquidator to
liquidate the assets will enable the Debtors to maximize sale
proceeds.  More importantly, he cites, it is more cost effective
for the Debtors to allow a Liquidation Agent to conduct the store
closing sales than to conduct those sales on their own because,
among other reasons, the Liquidating Agent will reimburse the
Debtors for expenses of the Liquidation.

                   Additional GOB SCSs Relief

The Debtors further believe that appointment of a consumer
privacy ombudsman is unnecessary.  Mr. Friedman assures the Court
that pursuant to the Agency Agreement, the Liquidating Agent will
not have access to the Debtors' customer lists and the Debtors
will not disclose any personally identifiable information
regarding their customers.

The Debtors also ask the Court to override or invalidate any
contractual or applicable law restrictions that may impair their
ability to close stores and conduct the GOB SCSs.  To that end,
the Debtors propose that the same guidelines approved by the
Court that were used in connection with the Phase I SCSs to
govern the GOB SCSs.

The Debtors further seek the Court's permission to conduct the
GOB SCSs without the necessity of, and the delay associated with,
complying with the Liquidation Sale Laws.  Because the Debtors
and their assets are subject to the Court's jurisdiction, the
Court will be able to supervise the GOB SCSs, Mr. Friedman points
out.

Under the proposed form of Agency Agreement, any Merchandise
remaining at the Closing Stores following the GOB SCSs can be
sold by the Liquidating Agent, with the proceeds treated as
Proceeds for purposes of compensation computation.  To the
extent, however, that the Liquidating Agent does not sell any
Merchandise, Owned FF&E, Newsstand Inventory or Cafe/Candy
Inventory, the Debtors ask that they be authorized upon the
conclusion of the GOB SCSs to abandon same without incurring
liability to any person or entity.

In the event of an abandonment, the Debtors seek that the
applicable landlord be authorized to dispose of property without
any liability to any individual or entity that may claim an
interest in the abandoned property and that such abandonment be
without prejudice to any landlord's right to assert any claims
based on such abandonment and without prejudice to the Debtors or
other party-in-interest to object to the same.

            Break-Up Fee & Bid Procedures Are Warranted,
                          Debtors Assert

The Stalking Horse Bidder, Mr. Friedman points out, would not
have submitted its offer without the Break-Up Fee.  The Break-Up
Fee is a condition to the Stalking Horse Bidders' obligations
under the Purchase Agreement.

Specifically, the Break-Up Fee will serve to compensate the
Stalking Horse Bidder for (i) the time and money it expended to
conduct the necessary diligence before entering into the
agreement governing the Sale, and (ii) the risks that the Debtors
will close an alternative transaction, Mr. Friedman explains.
"Because the amount of the Break-Up Fee is fair and reasonable,
it will not have a 'chilling effect' on any other prospective
bidders."

The Bidding Procedures on the other hand are reasonably
calculated to assure that the Debtors obtain a purchase price for
their business and assets within the upper range of reasonably
anticipated values, while ensuring that the Debtors have
sufficient liquidity to consummate the Sale, Mr. Friedman tells
the Court.

                         Sale Schedule

The Court will consider approval of the Bid Procedures Motion on
July 14, 2011.  The deadline to object to the Stalking Horse Bid,
and the assumption and assignment of contracts has also been set
for July 14.  Objections to the Bid Procedures are due no later
than July 11.  Parties will have until July 20 to file
supplemental objections to the Bid Procedures Motion.

The Court will consider the sale of substantially all of the
Debtors' assets on July 21, 2011.

         Texas Taxing Authority Seeks Clarification

Collin County, Texas, Tax Assessor-Collector states that it does
not object to the proposed sale, but rather seeks an order
specifically providing that all ad valorem property tax lien
claims and encumbrances asserted against the property subject to
the Bid Procedures Motion will attach to the proceeds of sale in
the same order of priority that existed immediately before the
Petition Date.

                  Borders-Najafi Joint Statement

In a June 30, 2011 public statement, Borders Group, Inc. related
that it 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,
Arizona-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 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.

Headquartered in Ann Arbor, Mich., Borders Group, Inc. is a
leading specialty retailer of books as well as other educational
and entertainment items.

Najafi Companies is an international private investment firm
based in Phoenix, Arizona.  The firm makes highly-selective
investments up to $1 billion in size in companies with strong
management teams across a variety of industries, and often in
industries out of popular favor.  The firm takes a long-term view
on its investments and focuses its efforts to create value
through growth and superior performance.  Najafi Companies funds
investments with internally generated capital, not through a
fund.  Free from the restrictions of a fund, the firm is able to
move quickly and decisively when investing, and with no
requirements to return capital to outside partners, Najafi
Companies is able to make investments that create maximum value
for the long-term.

Direct Brands is one of the largest direct-to-consumer
distributors of media products in the U.S.  The company is home
to music, DVD and book club brands such as BMG Music Service,
Columbia House DVD, BOMC2.com, Doubleday Book Club, and Book of
the Month Club as well as a number of special interest and
lifestyle book clubs.  The company serves members in the U.S. and
Canada through its various club catalogs and online.

                     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 Assume Amended Source Interlink Pact
---------------------------------------------------------------
Borders Group and its units seek permission from the Bankruptcy
Court to assume a retail source agreement, as amended, with Source
Interlink Companies, Inc.

In May 2007, the Debtors and Source Interlink entered into a
retail supply agreement, whereby Source Interlink acts as the
exclusive wholesaler of publications to the Debtors' over 400
retail locations.  The Supply Agreement will terminate on
August 31, 2011.  Source Interlink also provides comprehensive
managed inventory services on behalf of the Debtors.  The
Debtors' publications sales comprise a significant amount of the
Debtors' revenues.

The Agreement also obligates Source Interlink to pay the Debtors
$5,400,000 in eight semi-annual installments.  The final and only
postpetition Inducement Payment of $750,000 was due on March 1,
2011, and remains unpaid.  The Debtors and Source Interlink have
agreed that Source Interlink will satisfy the Source Payable no
later than July 28, 2011, or the date the order approving the
Debtors' Motion becomes a final order.

As of the Petition Date, the Debtors owe Source Interlink
$5,963,425, arising from deliveries of Publications to the
Debtors within 20 days before the Petition Date.  Source
Interlink has no other claims against the Debtors for the
prepetition period.

Accordingly, the Debtors and Source Interlink entered into an
amendment to the Supply Agreement that, in material terms:

  (i) extends the term of the Agreement from August 31, 2011 to
      January 31, 2016; and

(ii) replaces the Sale or Return model with a "scan-based
      trading" relationship between the two parties at a rate of
      no fewer than 25 stores per month until all the Debtors'
      remaining stores serviced by Source Interlink are
      converted to scan-based trading.

Source Interlink has further agreed that the Amendment, and the
Debtors' underlying obligations, are subject to (i) the consent
and approval of the Amendment by the lenders under the Debtors'
DIP Credit Facility; (ii) the occurrence of the earlier of (x) 60
days after the date an order by the Court approving a sale of
substantially all of the Debtors' assets is a final order, and
(y) the entry of an order by the Court approving the Debtors'
Chapter 11 plan is a final order.  Until the time as each of the
approvals is obtained, the Debtors have the right to terminate
the Agreement on 30 days' notice, and the Debtors will have no
liability for any charges accruing under the Agreement
thereafter.

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, explains that a scan-based trading relationship
is analogous to a consignment business model and would allow the
Debtors to be invoiced only for those copies of magazines
actually sold at the Debtors' retail locations, as opposed to
invoicing the Debtors for all Publications delivered to the
Debtors, and then subsequently seeking a credit for unsold and
expired Publications.

The collection and return of Publications is currently the
Debtors' responsibility, with the attendant administrative
expenses and burdens imposed on the Debtors, Mr. Glenn states.
Under the Amendment, Source Interlink, and not the Debtors, would
incur all costs associated with collecting and disposing of
unsold, expired magazines, he elaborates.  "Thus, a scan-based
trading relationship will improve the Debtors' profitability and
liquidity."

In connection with the proposed assumption of the Agreement, as
amended, the Debtors seek the Court's authority to pay the
$5,963,425 Cure Amount at a rate of $500,000 per week beginning
on or about July 28, 2011 and will continue on the Thursday of
each week thereafter until the time as the Cure Amount is paid in
full.  The parties have agreed to provide releases from all
claims and causes of action under or in connection with the
Agreement to each other upon the full payment of the Cure Amount,
and the Source Payable.  Source Interlink will continue to
maintain its credit terms with the Debtors.

Mr. Glenn asserts that allowing the Debtors to assume the
Agreement, as amended, will:

  (i) avoid the significant burden and expenses of switching to
      a different distributor or series of regional
      distributors;

(ii) allow the Debtors to maintain favorable credit terms; and

(iii) improve the Debtors' profitability and liquidity through
      the new scan-based trading arrangement.

Because the Debtors ultimately would have to pay Source
Interlink's prepetition claim in any event, paying the related
Cure Amount will not impose any incremental burden on the estates
and, indeed, the flexible payment terms offered by Source
Interlink will ensure that payment of the related Cure Amount
does not significantly impact the Debtors' liquidity, Mr. Glenn
tells the Court.

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)


BORDERS GROUP: Asks for OK of HarrisPort Termination Pact
---------------------------------------------------------
Borders Group Inc. and its units seek the Bankruptcy Court's
permission to enter into an agreement for the termination of a
distribution warehouse lease near Harrisburg, Pennsylvania and
related transactions with HarrisPort Associates.

The Debtors discontinued all use of the Harrisburg Property
five years ago when they relocated their eastern distribution
operations to a new distribution center located in Carlisle,
Pennsylvania.

The Debtors have been marketing the Harrisburg Property for
assignment, subtenants and sale of the underlying promissory note
at substantial discounts since before they abandoned the
premises, but have not received any serious interest in the
Harrisburg Property to date.

The warehouse facilities located on the Harrisburg Property do
not conform to the current standards used for distribution
centers and it would require a significant capital outlay to
repair the premises and perform the necessary improvements to
make the Harrisburg Property marketable in today's market, the
Debtors relate.

The developer of the Harrisburg Property, HarrisPort Associates,
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, the first in the original principal
balance of $2,928,000 and the second in the original principal
balance of $2,335,000.  The Mortgage Note is secured by, among
other things, a Deed of Trust dated as of November 19, 1994.

There is currently due and owing under the Mortgage Note a
principal amount of $1,953,000,000 with a net amount of
$1,639,513 after taking into consideration accrued
principal through an anticipated July 29, 2011 closing date, per
the proposed transaction.  The Mortgage Note is not scheduled to
be fully amortized and satisfied until the conclusion of the term
of the Harrisburg Lease on November 9, 2014.

After the Petition Date, the Debtors informed the Landlord that
they would be rejecting the Harrisburg Lease.  One effect of the
rejection would be that the Annual Rent would no longer be
credited against the amounts due under the Mortgage Note, most
likely causing a default and triggering Borders' right to
foreclose on the Harrisburg Property under the Loan Agreement.

The Landlord has informed the Debtors that it would object to and
litigate Borders' foreclosure of the Harrisburg Property, which
would be caused by Borders' default under the Harrisburg Lease.
Borders disputes that rejecting the Harrisburg Lease would
prevent it from foreclosing on the Mortgage Note upon a default.
The Landlord also believes it has an administrative claim against
the Debtors' estates for $480,046 for deferred maintenance and
necessary repairs to the Harrisburg Property as well as general
unsecured claims of $100,000 in addition to any rejection damage
claims it may have.  The Debtors dispute those claims and reserve
all rights to object to the claims allowance if their Termination
Pact Motion is not granted.

To avoid costly and expensive litigation and administrative
expense against the estates related to the Harrisburg Property
and underlying Mortgage Note, the Debtors entered into the
termination agreement with the Landlord, containing these salient
terms:

  (a) Within the later of (i) one business day after entry of a
      final, non-appealable order approving the Termination
      Agreement and (ii) the date that the Debtors redeliver
      possession of the Harrisburg Property to Landlord, which
      date is anticipated to be not later than July 29, 2011,
      the Landlord will pay the Debtors a lease termination fee
      of $375,000, which will be applied to satisfy the
      Mortgage Note.

  (b) Upon the Effective Date and payment of the Termination
      Fee, the Harrisburg Lease will be deemed terminated.  The
      Debtors will surrender the Harrisburg Property to Landlord
      in "as is, where is" condition by the Effective Date.

  (c) Upon the Effective Date and payment of the Termination
      Fee, the Debtors will consider the Mortgage Note satisfied
      in full, will release the Mortgage Note, and will waive
      any and all claims against Landlord and its affiliates
      arising under or relating to the Lease or the Mortgage
      Note.  Upon the Effective Date, the Landlord and its
      affiliates will waive any and all claims against the
      Debtors, whether those claims constitute prepetition
      claims, administrative priority claims, or otherwise.

  (d) The Debtors' obligations with respect to the Harrisburg
      Property will terminate and the Debtors will have no
      obligation to make any repairs and maintenance to the
      Harrisburg Property.

  (e) The Debtors will release title to any and all personal
      property remaining on the premises as of the Effective
      Date, and all property will be deemed abandoned to
      Landlord to be treated in the manner determined by the
      Landlord.

A full-text copy of the Termination Agreement is available or
free at:

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

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, asserts that the Harrisburg Lease is a drain on
the Debtors' estates and terminating the Harrisburg Lease will
relieve the Debtors of a significant burden to their
restructuring efforts.  The Termination Agreement, he points out,
provides an immediate cash infusion of $375,000 to the Borders
estates and requires the Landlord to release any and all claims
against Borders arising under the Lease.

Moreover, the Termination Agreement avoids protracted litigation
that would ensue if the Debtors reject the Harrisburg Lease and
must try to foreclose on the Harrisburg Property to recover
payments on the Mortgage Note, Mr. Glenn says.

Based on years of trying to market the Mortgage Note and the
Harrisburg Lease, the Debtors have concluded that no better
alternative exists for maximizing recovery on the Harrisburg
assets, Mr. Glenn maintains.

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)


BORDERS GROUP: U.S. Trustee Objects to Fees Charged by Advisors
---------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, made comments on
the applications for allowance of fees and expenses incurred by
the professionals retained in Borders Group's Chapter 11 cases for
the period February 16, 2011 to March 31, 2011.

The U.S. Trustee specifically takes issue with these firms:

  -- Kasowitz Benson.  Kasowitz Benson's fees totaling $72,416
     have vague and lumped time records, according to the U.S.
     Trustee.  The U.S. Trustee also contends that Kasowitz
     Benson is not entitled to fees totaling $37,696 associated
     with attendance at certain hearings.  The U.S. Trustee
     opposes Kasowitz Benson's expenses totaling $679 for cab
     fare and limousine to and from the Bankruptcy Court because
     it is not clear why public transportation is not
     reasonable.  Kasowitz Benson's $2,369 in meal expenses
     appear to exceed the $20 per meal permitted by General
     Order M-389, the U.S. Trustee points out.  The U.S. Trustee
     disputes the reimbursement of $12,308 for internal
     photocopying expenses at $0.20 per page.

  -- Mercer.  The U.S. Trustee complains that $13,512 of fees
     sought by Mercer is described by vague time entries.  The
     U.S. Trustee asserts that Mercer fails to provide authority
     in seeking $8,565 for the reimbursement of its counsel
     fees.

  -- Jefferies, DJM Realty.  The U.S. Trustee objects to the
     reimbursement of expenses totaling $7,897 to Jefferies &
     Company, and $10,323 to DJM Realty Services because no
     back-up information was provided by either of the firms.

  -- Dickinson Wright.  The U.S. Trustee opposes Dickinson
     Wright's proposed allowance of $17,917 of fees for services
     that are described with block billing or lumping.

  -- Deloitte.  The U.S. Trustee states the $47,500 charged
     by Deloitte Tax and $46,454 by Deloitte Consulting in
     connection with internal meetings are not reasonable.

  -- Lowenstein Sandler.  The U.S. Trustee also contends that
     Lowenstein Sandler seeks $9,478 in fees for services that
     are described with vague and lumped time records.  The U.S.
     Trustee further objects to payment of $2,382 in meal
     expenses to the firm that appear to exceed the $20 per meal
     permitted by General Order M-389.

  -- Baker & McKenzie.  The U.S. Trustee objects to Baker &
     McKenzie's fees for 49.6 hours of services, estimated to be
     $26,350, that are described with block billing or lumping
     and vague time entries.

The U.S. Trustee does not object to the monthly fee applications
of Garden City Group and Deloitte & Touche LLP.

             U.S. Trustee & Professionals Negotiate

To address the U.S. Trustee's objection, Lowenstein Sandler filed
with the Court a response detailing clarifications or revisions
made by the firm to time entries objected.  A full-text copy of
the response is available for free at:

  http://bankrupt.com/misc/Borders_StaffingReportApril2011.pdf

Several other firms filed with the Court statements in an effort
to resolve the U.S. Trustee's objections to their fee
applications.

Kasowitz Benson agrees to:

  -- reduce its charge for photocopies to $0.10 per page,
     resulting to a total document reproduction expense
     reduction of $6,154;

  -- write off two of the four meals questioned by the U.S.
     Trustee, for a total meal expense reduction of $596; and

  -- write off one-half of the cab and car fare, for a total cab
     and car fare expense reduction of $339.

Kasowitz Benson also stated that the U.S. Trustee is satisfied
with the description of 19.4 hours of time which the Debtors
redacted.  Based on the U.S. Trustee's "blended rate"
calculation, this constitutes $9,622 worth of time to which the
U.S. Trustee withdraws its Objection.  After subtracting the
Redacted Time from that amount, the U.S. Trustee's objection
applies to a total of $100,489 of Kasowitz Benson's fees.
Kasowitz agrees to write off a total of 10% of this number, for a
total fee reduction of $10,048.  Kasowitz made a total reduction
of its fees and expenses for the period from February 16, 2011 to
March 31, 2011, in resolution of the Objection, is $17,139.

DJM provided to the U.S. Trustee back-up documentation on the
expense charges in the total amount of $10,323 and reclassified
an item marked as a "travel" expense to a "press release"
expense.  The U.S. Trustee then advised DJM that the specific
objection concerning DJM was resolved.  DJM says the U.S.
Trustee's Objection is withdrawn.

The U.S. Trustee and Lowenstein had discussions concerning the
amount of the expenses.  As a result, Lowenstein has agreed to
reduce the meal expenses it sought by $1,263.  The U.S. Trustee's
objection is deemed resolved.

Dickinson Wright reduces the fees sought in its fee application
for the period February 16, 2011 to March 31, 2011 by $1,791.  As
a result, the total fees sought by Dickinson Wright under the fee
application are $134,769 and the total expenses are $610.  Based
upon this agreed-upon reduction, the U.S. Trustee has agreed to
withdraw her Objection.

Jefferies reduced the expense charges for the amount of all meals
over $20.  As a result, Jefferies reduced its meal expenses by
$212.  Jefferies is seeking approval for $6,889 in expense
charges.  Jefferies will credit expense charges of $6,889 against
its prepetition expense retainer of $15,000.  The remaining
balance of Jefferies' prepetition expense retainer, totaling
$8,110, will be credited against the firm's monthly fees.  Upon
review of the back-up documentation, the U.S. Trustee advised
Jefferies that the specific objection was resolved.  The U.S.
Trustee's Objection is deemed withdrawn.

Baker provided the U.S. Trustee with a revised exhibit "A" of the
fee statement to clearly identify each discrete task billed.
Baker also reduced its total fees sought by $4,179.  As a result,
the total fees sought by Baker are $163,592 and expenses are
$758.  After reviewing the back-up documentation, the U.S.
Trustee advised Baker that the specific objection against Baker
was resolved.  The U.S. Trustee's Objection is deemed withdrawn.

Deloitte Consulting provided the U.S. Trustee additional
information regarding the reason for those internal meetings and
telephone conferences.  The information was also provided to the
Debtors' senior vice president, human resources and vice
president -- applications and technology and they confirmed that
the Debtors did not object to the fees for those meetings and
telephone conferences, Deloitte Consulting says.  Deloitte
Consulting understands that the U.S. Trustee has withdrawn its
objection to the firms' fee application for the period Feb. 16,
2011 to March 31, 2011.

Deloitte Tax disclosed that it engaged in various discussions
with the U.S. Trustee's counsel and provided additional written
information regarding the reason for the meetings and telephone
conferences.  The information was also provided to the Debtors'
vice president for tax matters and he confirmed that the Debtors
did not object to the fees for those meetings and telephone
conferences.  Based on this additional information and
confirmation that the Debtors do not object to these fees,
Deloitte Tax understands that the U.S. Trustee has withdrawn its
objection to the fees of Deloitte Tax for the relevant period.

Mercer engaged in discussions with the U.S. Trustee and provided
additional detail for the time entries in question.  The U.S.
Trustee advised Mercer that the additional information
was sufficient and the U.S. Trustee would thus withdraw its
objection for the time entries in question.  The Objection
additionally took issue with Mercer's request for the
reimbursement of certain expenses.  According to Mercer, its s
discussions with the U.S. Trustee to resolve that matter are
ongoing, and the issue has not yet been resolved.

Full-text copies of the firms' additional information provided to
the U.S. Trustee are available for free at:

http://bankrupt.com/misc/Borders_BakerSuppInfo.pdf
http://bankrupt.com/misc/Borders_DeloitteConsultingSuppInfo.pdf
http://bankrupt.com/misc/Borders_DeloitteConsultingSuppInfo.pdf
http://bankrupt.com/misc/Borders_MercerSuppInfo.pdf

With respect to fee applications for the period from April 1 to
30, 2011, the U.S. Trustee made comments regarding the fees and
expenses of these professionals:

  * Kasowitz Benson has agreed with the U.S. Trustee to reduce
    its fees by $520 and expenses by $476.  Based on these
    reductions, the U.S. Trustee does not object to the fees
    sought for the relevant period.

  * The U.S. Trustee disputes the reimbursement of counsel fees
    totaling $7,931 by Mercer and $990 by Jefferies & Company,
    citing that the applicants fail to provide any authority for
    their position.

  * Deloitte Consulting has agreed with the U.S. Trustee to
    reduce its sought fees by $2,462.  Accordingly, the U.S.
    Trustee does not object the fees sought for the relevant
    period.

  * The U.S. Trustee does not object to fees sought by Deloitte
    & Touche, given the firm's reduction of its fees by $12,370.

  * The U.S. Trustee does not object to the fees and expenses
    sought by other professionals for the relevant period.

            U.S. Trustee's Response to Interim Fees

The U.S. Trustee filed with the Court comments to interim fee
applications for the period from February 16, 2011 to April 30,
2011.  The U.S. Trustee specifically asks the Court to implement
a 20% hold back of the sought fees for the relevant period.

Counsel to the U.S. Trustee, Paul K. Schwartzberg, Esq., stresses
that the Debtors have incurred losses of over $180 million.  In
addition, a plan and disclosure statement have not yet been
filed, he notes.  Consequently, the ultimate benefit to the
Debtors' estates for the services rendered by the professionals
simply cannot be assessed at this time, he asserts.

The U.S. Trustee also objects to Mercer's reimbursement of its
counsel fees for $16,496 because the firm fails to provide any
authority for this position.  Those legal services should be
regarded simply as Mercer's overhead, Nr. Schwartzberg contends.

As to all other fee applications, the U.S. Trustee does not
object to the allowance of interim fees and expenses subject to
those fee applications.

The Court will consider the interim fee applications for the
period Feb. 16, 2011 to April 30, 2011 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)


BUFFETS INC: Chapter 11 Survivor Lowered by S&P to 'CCC'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Eagan, Minn.-based Buffets Inc. to 'CCC' from 'B-'. The
rating outlook is negative.

"At the same time, we lowered our issue-level rating on the
company's first-lien term loan to 'CCC' (at the same level as the
'CCC' corporate credit rating) from 'B-'. The recovery rating on
the term loan remains unchanged at '3', indicating our expectation
of meaningful (50% to 70%) recovery for lenders in the event of a
payment default," S&P said.

"The rating actions reflect our view that weak EBITDA levels could
likely trigger a financial covenant violation over the next
several quarters. While Buffets has the ability to reduce debt
with existing cash to prevent a compliance issue in the near term,
cash balances would be reduced and liquidity would tighten given
that the company does not have a revolving credit facility," S&P
related.

"We assess Buffet's financial risk profile as highly leveraged,
reflecting its highly leveraged capital structure and thin cash
flow metrics. In addition, we view its business risk profile as
vulnerable, characterized by its exposure to volatile commodity
costs, high unemployment that hurts its core customer base, and
its participation in the highly competitive restaurant industry,"
S&P added.


CAMBRIDGE COMMERCIAL: Lafayette Ambassador Bank Wins Stay Relief
----------------------------------------------------------------
Bankruptcy Judge Richard E. Fehling annulled the automatic stay in
Cambridge Commercial Realty LLC's bankruptcy case, retroactively
to and including the sheriff sale on April 29, 2011, at the behest
of Lafayette Ambassador Bank.  LAB may proceed with its state law
remedies with respect to the Debtor's real property in the future.
A copy of Judge Fehling's July 1, 2011 decision is available at
http://is.gd/8XLskyfrom Leagle.com.

The Debtor filed the Chapter 11 petition at 9:50 a.m., on Friday
April 29, 2011.  A sheriffs sale of the Debtor's real property had
been scheduled to begin at 10:00 a.m., that day, on the bank's
foreclosure proceeding.  The Debtor's counsel attempted to notify
LAB's counsel but could not do so because the e-mail system of
LAB's counsel was down that morning, the Debtor's counsel also
attempted to notify the sheriffs office about the bankruptcy but
could not do so because all of the sheriffs foreclosure staff were
already away from the office and involved with the sheriff sale.
Despite the filing of this bankruptcy by the Debtor, the sheriff
sale of its property proceeded.

LAB made clear, despite the Debtor's refusal to stipulate and
pleadings denying the same, that the principal, sole owner and
member, and sole officer of all matters having anything to do with
the Debtor is the same gentleman who holds all of those positions
with the related company, Cambridge Medical Staffing.  CMS was a
previous debtor in bankruptcy whose case was recently dismissed
for its failure to perform the tasks required of a debtor under
the Bankruptcy Code.  LAB claims that the failure of CMS to
perform its obligations in the prior bankruptcy is indicative of
the Debtor's inequitable conduct or unreasonable or dishonest
behavior.  When asked in his examination at the June 16, 2011
hearing, the principal of the Debtor admitted that the reason that
the Debtor had filed its Chapter 11 bankruptcy was to stop the
sheriff sale.  Then, only when prompted by his counsel, he added
that the Debtor wanted to work out a plan to repay its debt.

                 About Cambridge Commercial Realty

Cambridge Commercial Realty, LLC, based in Schnecksville,
Pennsylvania, filed for Chapter 11 bankruptcy (Bankr. E.D. Pa.
Case No. 11-21149) on April 29, 2011.  Thomas Daniel Bielli, Esq.
-- tbielli@ciardilaw.com -- at Ciardi Ciardi & Astin, P.C., serves
as the Debtor's counsel.  In its petition, the Debtor estimated
assets and debts of $1 million to $10 million.  The petition was
signed by Kurt Wenger, managing member.


CARDINAL FASTENER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cardinal Fastener & Specialty Co., Inc.
        5185 Richmond Road
        Bedford Heights, OH 44146

Bankruptcy Case No.: 11-15719

Chapter 11 Petition Date: June 30, 2011

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: Rocco I. Debitetto, Esq.
                  c/o HAHN LOESER + PARKS LLP
                  200 Public Square, Suite 2800
                  Cleveland, OH 44114-2301
                  Tel: (216) 621-0150
                  Fax: (216) 241-2824
                  E-mail: ridebitetto@hahnlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohnb11-15719.pdf

The petition was signed by John W. Grabner, president.


CARSON RIVER: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Carson River Estates LLC
        500 Grenoble Road
        Santa Barbara, CA 93110

Bankruptcy Case No.: 11-13146

Chapter 11 Petition Date: July 1, 2011

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

Judge: Robin Riblet

Debtor's Counsel: William E. Winfield, Esq.
                  NORDMAN CORMANY HAIR COMPTON
                  1000 Town Ctr Dr 6 Fl
                  Oxnard, CA 93036
                  Tel: (805) 485-1000
                  E-mail: wwinfield@nchc.com

Scheduled Assets: $3,605,478

Scheduled Debts: $5,587,891

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-13146.pdf

The petition was signed by Hugh B. Thorson.


CB HOLDING: To Auction Liquor Licenses Next Week
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the operator of Charlie Brown's Steakhouse
restaurants received approval to conduct an auction for its liquor
licenses in New Jersey or Pennsylvania.  After finding buyers for
20 liquor licenses from stores it closed, Charlie Brown's was
stuck with 11 unused liquor licenses.  The company is holding an
auction on July 12, with initial bids due July 8.  Offers can be
submitted for one or more licenses.  The hearing for approval of
the sale would be July 19.  The company said it hopes to file a
liquidating Chapter 11 plan "soon."

                       About CB Holding

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

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

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


CENTURY ALUMINUM: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Monterey, Calif.-based Century Aluminum Co. to stable from
negative.

"The revision of the outlook to stable reflects our expectation
that aluminum prices will remain high enough in the next year or
so to allow the company to fund a significant portion of its
planned second Icelandic smelter from operating cash flow and
balance sheet cash while still maintaining strong liquidity," said
Standard & Poor's credit analyst Marie Shmaruk.

At the same time, Standard & Poor's affirmed its ratings on
Century, including the 'B' corporate credit rating. Standard &
Poor's also affirmed the 'B' issue-level rating and '3' recovery
rating, indicating the expectation of meaningful (50%-70%)
recovery in the event of a payment default, on the company's
senior secured notes due 2014.

The 'B' corporate credit rating on Century Aluminum Co. reflects
what Standard & Poor's considers to be the combination of its weak
business risk profile and aggressive financial risk profile The
company is exposed to the volatility and cyclicality of the
aluminum industry, has a high cost position in the U.S., and has
limited product diversity. Ratings also take into account the
company's strong liquidity position, relatively modest debt
levels, and its cost-efficient Icelandic smelter.

"When evaluating the company's financial profile, we also consider
its plans to build a new smelter in Iceland -- which it is likely
to finance partially with debt -- and its volatile pricing and
demand," Ms. Shmaruk said.

Century's financial performance is strongly tied to aluminum
prices. With total capacity of about 800,000 metric tons per year
(mtpy) of aluminum, of which about two-thirds was in the U.S.,
Century is the No. 3 producer of primary aluminum based in North
America.


CHAPMAN ROAD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Chapman Road Development, LLC
        P.O. Box 6
        Trussville, AL 35173

Bankruptcy Case No.: 11-51488

Chapter 11 Petition Date: June 30, 2011

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Gulfport Divisional Office)

Judge: Katharine M. Samson

Debtor's Counsel: Robert Gambrell, Esq.
                  GAMBRELL & ASSOCIATES, PLLC
                  101 Ricky D Britt Blvd, Suite 3
                  Oxford, MS 38655
                  Tel: (662) 281-8800
                  Fax: (662) 202-1002
                  E-mail: rg@ms-bankruptcy.com

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

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 Matthew Piell, managing member.


CHICAGO KITCHEN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Chicago Kitchen & Bath, Inc.
        1521 N. Sedgwick Street
        Chicago, IL 60610

Bankruptcy Case No.: 11-27247

Chapter 11 Petition Date: June 30, 2011

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Patience R. Clark, Esq.
                  LAW OFFICE OF PATIENCE R. CLARK P.C.
                  30 N. LaSalle Street, Suite 3400
                  Chicago, IL 60602
                  Tel: (312) 332-0133
                  Fax: (312) 332-0144
                  E-mail: prc@clarklawchicago.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-27247.pdf

The petition was signed by Joyce L. Carlson, president.


CHOCTAW TRANSPORT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Choctaw Transport, Inc.
        P.O. Box 10548
        Prichard, AL 36610

Bankruptcy Case No.: 11-02635

Chapter 11 Petition Date: June 30, 2011

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  IRVIN GRODSKY, P.C.
                  P.O. Box 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657
                  E-mail: igpc@irvingrodskypc.com

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

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 Paul Frederick Percy, Sr., president.


COTTON 303: Court Dismisses Chapter 11 Bankruptcy Case
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada dismissed the
Chapter 11 case of Cotton 303 LLC.

The Debtor and its major creditor City National Bank, N.A.,
reached an agreement for the resolution of its debt.  The Debtor
related that it is now in a position to pay all other creditors in
full.

Henderson, Nevada-based Cotton 303, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-20380) on
June 3, 2010.  Terry V. Leavitt, Esq., who has an office in Las
Vegas, Nevada, assists the Company in its restructuring effort.
The Company estimated assets at $10 million to $50 million and
$1 million to $10 million.

The U.S. Trustee for Region 17 did not appoint an official
committee of Unsecured Creditors in the Debtor's case.


CLUB VENTURES: Disclosure Statement Hearing Set for Aug. 3
----------------------------------------------------------
Club Ventures Investments LLC and its debtor affiliates filed with
the U.S. Bankruptcy Court for the Southern District of New York a
disclosure statement explaining their Joint Chapter 11 Plan of
Reorganization on June 27, 2011.

A hearing to consider approval of the Disclosure Statement will be
held on August 3, 2011, at 11:00 a.m.

Claims against the Debtors are classified and will be treated as
follows under the Plan:

   Class 1 - Non-Tax Priority Claims.  Unimpaired, deemed to have
             accepted the Plan and not entitled to vote.

   Class 2 - BofA Secured Claim.  Impaired and entitled to vote.
             The Claim is in the approximate amount of $11,115,000
             and secured by substantially all of the assets of
             CVI.

   Class 3 - LBN Secured Claim.  Impaired and entitled to vote.
             The Claim is in the non-contingent amount of not less
             than $22,418,294, and the contingent amount of not
             less than $13,202,431 secured by substantially all of
             the assets of the Debtors.

   Class 4 - Praesidian Secured Claim.  Impaired and entitled to
             vote.  The Claim is in the approximate amount of
             $30,626,715 and secured by substantially all of the
             assets of the Debtors.

   Class 5 - Other Secured Claims.  Unimpaired, deemed to have
             accepted the Plan and not entitled to vote.

   Class 6 - Member Claims.  Unimpaired, deemed to have accepted
             the Plan and not entitled to vote.  A Member Claim is
             a Claim against a Debtor based upon a contract with
             the Debtor for use of and access to the Debtor's
             fitness centers for personal or group training.

   Class 7 - Convenience Claims.  Impaired and entitled to vote.
             A Convenience Claim is a Claim against a Debtor that
             is for $250 or less or the Holder of a Claim for more
             than $250 that elects to reduce its Claim to $250.

   Class 8 - General Unsecured Claims.  Impaired and entitled to
             vote.  Each Holder of an Allowed General Unsecured
             Claim will receive a Cash payment equal to 1% of the
             Allowed Amount of the Claim, in full and final
             satisfaction of the Claim.

   Class 9 - Insured Claims.  Unimpaired, deemed to have accepted
             the Plan and not entitled to vote.  All Insured
             Claims will be Reinstated.

   Class 10 - Subordinated Claims.  Impaired, deemed to have
             rejected the Plan and not entitled to vote.

   Class 11 - Interests in Subsidiary Debtors.  Unimpaired, deemed
             to have accepted the Plan and not entitled to vote.

   Class 12 - Series B Preferred Interests in CVI.  Impaired,
             deemed to have rejected the Plan and not entitled to
             vote.

   Class 13 - Series A Preferred Interests in CVI.  Impaired,
             deemed to have rejected the Plan and not entitled to
             vote.

   Class 14 - Class C Interests in CVI.  Impaired, deemed to have
             rejected the Plan and not entitled to vote.

   Class 15 - Class B Interests in CVI.  Impaired, deemed to have
             rejected the Plan and not entitled to vote.

   Class 16 - Class A Interests in CVI.  Impaired, deemed to have
             rejected the Plan and not entitled to vote.

A full-text copy of the Disclosure Statement, dated June 27, 2011,
is available for free at http://ResearchArchives.com/t/s?7661

                       About Club Ventures

New York-based Club Ventures Investments LLC, aka DavidBartonGym,
is a boutique gym company.  Club Ventures owns DavidBartonGym, an
operator of upscale health clubs in four cities.  Founded in 1992
by David Barton, DavidBartonGym has grown to operate health clubs
in New York, Miami, Chicago, and Seattle (Bellevue).

Club Ventures and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-10891) on March 2,
2011.  Club Ventures disclosed $327,921 and $71,037,100 in
liabilities as of the Chapter 11 filing.

David B. Shemano, Esq., at Peitzman, Weg & Kempinsky LLP, in Los
Angeles, and Jonathan L. Flaxer, Esq., at Golenbock, Eiseman,
Assor & Bell, in New York, serve as the Debtors' bankruptcy
counsel.

The Official Committee of Unsecured Creditors retained Klestadt &
Winters LLP as its counsel.  It also tapped FTI Consulting, Inc.,
as its financial advisor.


CLUB VENTURES: Committee's Challenge Period Expires July 11
-----------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York approved a stipulation entered into among the
Official Committee of Unsecured Creditors, the Debtors, LBN
Holding LLC, Praesidian Capital Investors, LP, Praesidian II SPV 1
LP and Praesidian II SPV 2 tolling the challenge period under the
final order authorizing DIP financing.

Paragraph 28 of the Final DIP Order permitted parties-in-interest,
including the Committee, a period of time to investigate (a) the
validity, extent, priority, or perfection of the mortgages,
security interests, and liens of any of the Prepetition Lenders or
(b) the validity, allowability, priority, fully secured status or
amount of the Prepetition Obligations.  The Challenge Period as
defined in paragraph 28 of the Final DIP Order expired on June 27,
2011.

The Committee has requested that LBN and Praesidian extend the
Challenge Period to permit it to continue its investigation.

Solely with respect to the Committee, LBN and Praesidian agree to
extend the Challenge Period from June 27, 2011, to through and
including July 11, 2011.  The extension will not extend the
Challenge Period for any party-in-interest other than the
Committee.

Other than the extension of the expiration of the Challenge
Period, the Stipulation and Order will have no impact on the
rights and protections of LBN and Praesidian pursuant to the Final
DIP Order, which are expressly preserved.

The Stipulation also has no impact on, and will not extend, the
Challenge Period with respect to Bank of America, N.A.

                       About Club Ventures

New York-based Club Ventures Investments LLC, aka DavidBartonGym,
is a boutique gym company.  Club Ventures owns DavidBartonGym, an
operator of upscale health clubs in four cities.  Founded in 1992
by David Barton, DavidBartonGym has grown to operate health clubs
in New York, Miami, Chicago, and Seattle (Bellevue).

Club Ventures and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-10891) on March 2,
2011.  Club Ventures disclosed $327,921 and $71,037,100 in
liabilities as of the Chapter 11 filing.

David B. Shemano, Esq., at Peitzman, Weg & Kempinsky LLP, in Los
Angeles, serves as the Debtors' bankruptcy counsel.

The Official Committee of Unsecured Creditors retained Klestadt &
Winters LLP as its counsel.  It also tapped FTI Consulting, Inc.,
as its financial advisor.


CONE INVESTMENT: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cone Investment Limited Partnership
        P.O. Box 70128
        Eugene, OR 97401

Bankruptcy Case No.: 11-63279

Chapter 11 Petition Date: June 30, 2011

Court: United States Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley III

Debtor's Counsel: Keith Y. Boyd, Esq.
                  THE LAW OFFICES OF KEITH Y. BOYD
                  724 S Central Ave #106
                  Medford, OR 97501
                  Tel: (541) 868-8005
                  E-mail: ecf@mb-lawoffice.com

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

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/orb11-63279.pdf

The petition was signed by Richard B. Cone, director of Coman,
Inc, Debtor's general partner.


CT TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: CT Transport, LLC
        P.O. Box 916
        Bryant, AR 72089

Bankruptcy Case No.: 11-14277

Chapter 11 Petition Date: June 30, 2011

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Judge: James G. Mixon

Debtor's Counsel: James F. Dowden, Esq.
                  JAMES F. DOWDEN, P.A.
                  212 Center Street, 10th Floor
                  Little Rock, AR 72201
                  Tel: (501) 324-4700
                  Fax: (501) 374-5463
                  E-mail: jfdowden@swbell.net

                  Judy Simmons Henry, Esq.
                  WRIGHT, LINDSEY & JENNINGS
                  200 W. Capitol Ave., Suite 2300
                  Little Rock, AR 72201-3699
                  Tel: (501) 212-1391
                  Fax: (501) 376-9442
                  E-mail: jhenry@wlj.com

Scheduled Assets: $1,245,600

Scheduled Debts: $1,432,613

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/areb11-14277.pdf

The petition was signed by Darren Hurt, president.


CWL INVESTMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: CWL Investment Co.
        3520 W. Buckingham Road
        Garland, TX 75042

Bankruptcy Case No.: 11-34319

Chapter 11 Petition Date: July 1, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Robert S. Preece, Esq.
                  6549 Crestpoint Drive
                  Dallas, TX 75254
                  Tel: (469) 360-2895

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

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 Liang an Chang, president.


DBI HOUSING: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: DBI Housing, LLC
          aka DBI Housing, Inc.
          dba Ortiz Produce
              Bambi Fashion
              Tacos Ortiz
        4808 West Washington Boulevard
        Los Angeles, CA 90016

Bankruptcy Case No.: 11-38517

Chapter 11 Petition Date: July 1, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Anthony Egbase, Esq.
                  LAW OFFICES OF ANTHONY O. EGBASE & ASSOC
                  350 S. Figueroa Street, Suite 189
                  Los Angeles, CA 90071
                  Tel: (213) 620-7070
                  E-mail: info@anthonyegbaselaw.com

Scheduled Assets: $1,320,230

Scheduled Debts: $1,457,129

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-38517.pdf

The petition was signed by David Irias, president.


DEB SHOPS: Has Interim Loan and July 21 Bid Hearing
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Deb Shops Inc. scheduled a July 21 hearing for
approval of procedures governing the auction and sale of the
business.  July 21 is also the date for a final hearing on a
$21 million financing package provided by first-lien lenders.
Before the bankruptcy filing, Deb Shops negotiated an agreement
for a group of lenders led by Ableco Finance LLC to purchase the
business in 44 states in exchange for $75 million in secured debt.
The proposed schedule calls for competing bids by Aug. 24,
followed by an auction Aug. 31 and a hearing to approve the sale
Sept. 9.

                          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.

Ableco, the DIP Agent is represented by Michael L. Tuchin, Esq.,
and David A. Fidler, Esq., at Klee Tuchin Bogdanoff & Stern LLP.
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.  Another lender, Lee DSI Holdings, is
represented by Jennifer Rodburg, Esq., at Fried Frank Harris
Shriver & Jacobson LLP.


DEBORAH HEART: Fitch Affirms Rev. Bonds at 'B'; Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed at 'B' the outstanding $21.2 million
New Jersey Health Care Facilities Authority's revenue bonds,
Deborah Heart and Lung Center (DHLC), series 1993 as part of its
ongoing surveillance effort.

The Rating Outlook is Stable.

Rating Rationale:

   -- The opening of the satellite emergency department (SED) on
      Deborah Heart and Lung Center's (DHLC) campus in March of
      2010 has had a positive impact on the both utilization and
      financial performance and has returned the organization
      closer to a point of fiscal stability.

   -- The financial improvement, which started in 2009, has been
      maintained for fiscal 2010 with a further reduction of the
      operating loss at DHLC to $1.3 million from a $5.9 million
      loss in the prior year and has continued for the five-month
      interim period ended May 31, 2011 with a loss of $2.2
      million as compared to $2.6 million for the prior year
      interim period.

   -- DHLC is realizing an additional 90 admissions per month from
      the SED and admissions were 14.3% higher in 2010 versus the
      prior year.

   -- The lower operating loss had reduced need for contribution
      transfers from the Foundation, which is obligated to fund
      DHLC's cash flow requirements, including debt service
      payments. In fiscal 2010 the Foundation transferred $1.7
      million to DHLC, as compared to a high of $13 million in
      2008.

   -- Liquidity, while stabilized, remains a significant credit
      negative, with combined DHLC and Deborah Hospital Foundation
      (Foundation) unrestricted cash and investments at $27
      million at 2010 year end, equal to 70.8 days cash on hand
      (DCOH). Cash at the May 2011 interim period, which is
      typically lower at the midyear before the bulk of the
      fundraising and charity funding is received, was at $16.5
      million, but was $3.8 million higher than in the prior year
      interim period.

Key Rating Drivers:

   -- Maintaining the recent financial improvement resulting in a
      more stable and sustainable liquidity position.

   -- Realizing a sufficient level of fundraising through the
      Foundation in support of hospital operations.

Security:

Bonds are secured by a revenue pledge and a mortgage lien on
DHLC's facility and additionally benefit for a Subsidy Agreement
from the Foundation, which is obligated to fund DHLC's cash flow
requirements, including operating costs, capital needs and debt
service payments.

Credit Summary:

The affirmation of the rating reflects the improvement in DHLC's
financial operations which has been maintained for fiscal 2010 and
for the five-month 2011 interim period. While stabilized over the
last two years, the low liquidity remains a chief credit concern.

DHLC's operating loss was further reduced in 2010 to $1.3 million,
equal to a negative operating margin of 0.9% and an operating
EBITDA margin of 5%, a marked improvement over the prior year
operating loss of $5.9 million (negative 4.6% operating margin and
1.8% operating EBITDA margin). The stronger operating results are
to a significant degree due to the March 2010 opening of satellite
emergency department on DHLC's campus, which is operated by Our
Lady of Lourdes Health System (Lourdes), part of Catholic Health
East (rated 'A+' by Fitch). DHLC benefits from cardiac, pulmonary
and vascular admissions, while patients needing other services can
choose to be admitted to Lourdes or other institutions. Revenues
increased by 9.2% in fiscal 2010 and by a further 12% through the
five-month interim period owing to the more robust volumes.

The increase in volumes following the opening of the SED has
exceeded expectations and management reports 90 additional admits
per month which are attributed to the new SED. Admissions
increased by 14.3% in 2010 and year to date admission continue to
exceed the prior year by 9.5%, when one day stays are included.
Open heart cases registered a small uptick in 2010 for the first
time, despite the increased use of alternative cardiac treatment
modalities, such as stents. DHLC expects a further increase in
demand for services from the official opening of the Joselin
Diabetes Center on its campus, planned for later this summer. The
diabetes center, which will be operated under an agreement with a
nationally renowned diabetes program, will be geared towards care
of patients whose complications often involve vascular and cardiac
disease.

Despite the significant improvement in operating performance,
Fitch continues to be concerned with DHLC's liquidity position.
Fitch notes the decreased need for the Foundation's support, as
the DHLC's operating losses were brought under control.

Nevertheless, both the support of the Foundation and the continued
willingness of New Jersey to provide charity funding are important
factors in supporting DHLC operations. The Foundation raised $11.3
million last year, exceeding the $7.8 million raised in 2009, and
expects to keep fundraising at the 2010 level in the current
fiscal year. Combined DHLC and Foundation unrestricted cash at
2010 year end was $27 million, equating to 70.8 DCOH and the
Foundation transfer to DHLC was reduced to $1.7 million in 2010
from $2.2 million in the prior year and from the high of $13
million in 2008. Going forward management expects the Foundation
contribution to be at approximately $3.8 to $4 million annually.

The state support for the institution is being maintained for the
time being with $6.6 million committed for the current fiscal
year, actually a slight increase over last year. Unrestricted cash
at May 31, 2011 is down to $16.5 million, but exceeds the prior
year period by $3.8 million. The lower mid-year cash position is
due to the several factors including: 1) reduction of accounts
payable of $2.5 million, 2)the bulk of the fundraising typically
realized in the fourth quarter of the calendar year and the timing
of the receipt of the New Jersey charity funding, anticipated to
come in July. Coverage of MADS, including the Foundation transfer,
was 2.3 times (x) in fiscal 2010.

The Stable Outlook is based on Fitch's expectation that DLHC will
be able to continue to maintain the improvement in its operating
performance at a lower operating loss level, reducing the need for
Foundation transfers, which will further stabilize the
organization's liquidity position.

Deborah Heart and Lung Center is a 139-bed tertiary care cardiac,
pulmonary, and vascular care facility, which is located in Browns
Mills, NJ (approximately 20 miles from Trenton). DHLC had total
revenues of approximately $139 million in fiscal 2010. DHLC
covenants to disclose only annual audited financial information
(within 120 days) to the Municipal Securities Rulemaking Board's
EMMA system, which Fitch views negatively. However, Fitch does
note that DHLC's bond covenants date back to documents produced in
1993 when the expectations for disclosure were not as thorough.
Currently, DHLC does provide unaudited interim quarterly and
annual audited information to the trustee and the New Jersey
Health Care Facilities Authority as well as to bondholders upon
request.


DELTA AIR: Offers Investor Update For June 2011 Quarter
-------------------------------------------------------
In an investor update filed with the Securities and Exchange
Commission on June 27, 2011, Delta Air Lines, Inc. provided
guidance for the June 2011 quarter.

Delta Senior Vice President and Chief Financial Officer Hank
Halter said that Delta expects to have a solidly profitable June
quarter, with an operating margin of 6.5 to 7.0%, as higher
revenues have largely offset the impact of more than $1 billion
in higher fuel prices.

Mr. Halter also said that:

  * June quarter unit revenue is expected to increase 10%.  All
    entities have seen solid unit year over year revenue gains
    for the quarter, with strong yields offsetting lower load
    factors;

  * Delta is forecasting a June quarter all-in fuel price of
    $3.23 per gallon.  Fuel prices will be $0.03 higher than
    previous guidance for the quarter and $0.91 higher than the
    same period in 2010.  Higher fuel prices will result in over
    $1 billion higher fuel expense year over year;

  * for the September quarter, Delta anticipates the all-in fuel
    price to be $3.03 per gallon based on current market levels;
    and

  * non-fuel unit costs for the quarter are forecast to be
    higher than expected due to higher maintenance costs
    combined with lower capacity than planned.  The company has
    implemented a number of initiatives designed to bring its
    unit cost performance back to 2010 levels by the end of year
    2011.

Guidance

                                       June Qtr 2010
                                       -------------
Operating margin                           6.5-7.0%
(includes profit sharing expense)

Consolidated fuel price, including taxes
Hedges and option premiums                 $3.23

Capital Expenditures                     $300 million

Cargo and other revenue                  $1.2 - 1.3 billion



                                June Qtr 2011 vs. June Qtr 2010
                                -------------------------------
Passenger RASM                              Up 10%

Consolidated CASM, excluding fuel
and profit sharing expense              Up 4.5 - 5.5%

Mainline CASM, excluding fuel and
profit sharing expense                    Up 2 - 3%

System capacity                               Up 2%
   Domestic                             Flat to down 1%
   International                          Up 6 - 7%

Mainline capacity                          Up 2 - 3%
   Domestic                             Flat to down 1%
   International                          Up 6 - 7%


Share count

* Delta expects approximately 844 million diluted weighted
   average shares and approximately 838 million basic weighted
   average shares outstanding.

Delta's guidance for the June quarter 2011 in this investor
update excludes special items.  Delta excludes special items
because management believes the exclusion of these items is
helpful to investors in evaluating the company's recurring
operational performance.  Delta anticipates recording in the June
2011 quarter special items primarily associated with (1) mark-to-
market adjustments related to fuel hedges, and (2) charges
related to its voluntary workforce reduction program.  Delta is
unable to reconcile certain forward-looking projections to GAAP
as the nature or amount of special items cannot be estimated at
this time.

A full-text copy of Delta's Investor Update is available for free
at http://researcharchives.com/t/s?283

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: Releases 2010 Corporate Responsibility Report
--------------------------------------------------------
Delta Air Lines released its 2010 Corporate Responsibility
Report, which details the airline's environmental, safety,
community, employee and financial performance for 2010, according
to a company statement dated June 13, 2011.

The report documents Delta's progress since its 2009 report,
which was published last October.

"This is an ongoing effort at Delta, and while we're proud of our
performance last year, we're committed to improving even more in
2011 and the years ahead," said Helen Howes, Delta's managing
director - Safety Health and Environment.

Significant accomplishments in the 2010 report include:

       * Supporting Delta's ongoing commitment to reducing
         greenhouse gases by retiring older aircraft from the
         company's fleet and reducing the number of the least
         fuel efficient small jets and turboprops - efforts that
         reduced Delta's jet fuel consumption in 2010 by 57
         million gallons.

       * Continuing Delta's ambitious recycling and waste
         reduction program, which in 2010 recycled more
         than 2.3 million pounds of waste.

       * Participating in natural disaster relief efforts.

       * Rewarding the efforts of Delta employees by
         distributing more than $340 million in Shared Rewards
         payments and profit sharing for 2010.

       * Becoming the first major airline to sign the ECPAT
         International (End Child Prostitution, Child
         Pornography and Trafficking of Children for Sexual
         Purposes) Code of Conduct for tourism.

       * Continuing a tradition of strong support for a wide
         variety of charitable organizations, including the
         Breast Cancer Research Foundation, the American Cancer
         Society Relay for Life, the American Red Cross, CARE
         and UNICEF.

       * Earning the top position in Fortune magazine's "World's
         Most Admired Companies" airline industry list.

The full report, as well as the 2009 report, is available at
http://news.delta.com/index.php?s=18&cat=49

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: ACLJ Concerned With Delta-Saudi Arabia Alliance
----------------------------------------------------------
The American Center for Law and Justice relates that the Delta
Air Lines - Saudi Arabian Air Lines Alliance will further
discriminatory policies that the Saudi Arabian Air Line has
against Jews, Christians, and women, New American reports.

New American points out that the Alliance may require Delta to
ban Jews and holders of Israeli passports from boarding flights
from the United States bound for Jeddah.

Jeffrey Lovitky discovered the discriminatory policy and
personally asked Richard Anderson, Delta's chief executive
officer, about the policy.  He was referred instead to Kathy M.
Johnston, a customer care agent, who claimed that the policy was
"beyond the control of Delta to fix, since it dealt with the laws
of another country," New American further reveals.

Ms. Johnston told Mr. Lovitky that Delta is forced to comply with
all applicable laws in every country it serves and that
passengers "are responsible to obtain the necessary travel
documents required for entry into another country prior to their
day of travel."

In addition to outright passenger bans, Saudi Air Lines'
restrictions include clothing requirements for women and banning
passengers carrying religious objects like cross necklaces and
Bibles.

The ACLJ is reportedly asking the Federal Aviation Administration
to intervene and Congress to investigate.

                       Delta's Statement

    ATLANTA, Georgia -- June 24, 2011 -- Delta Air Lines issued
the following statement:

    Delta Air Lines does not discriminate nor do we condone
discrimination against any of our customers in regards to age,
race, nationality, religion, or gender.

    Delta does not operate service to Saudi Arabia and does not
codeshare with any airline on flights to that country.  Delta
does not intend to codeshare or share reciprocal benefits, such
as frequent flier benefits, with Saudi Arabian Airlines, which we
have confirmed with SkyTeam, an Amsterdam-based 14-member global
airline alliance.

    Delta's only agreement with Saudi Arabian Airlines is a
standard industry interline agreement, which allows passengers to
book tickets on multiple carriers, similar to the standard
interline agreements American Airlines, US Airways and Alaska
Airlines have with Saudi Arabian Airlines.

    All of the three global airline alliances -- Star, which
includes United Airlines; oneworld, which includes American
Airlines, and SkyTeam, which includes Delta -- have members that
fly to Saudi Arabia and are subject to that country's rules
governing entry.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


D.R. HORTON: Fitch Affirms 'BB' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has affirmed its ratings for D.R. Horton Inc.,
including the company's Issuer Default Rating at 'BB'. The Rating
Outlook is Stable.

The ratings and Outlook for DHI reflect the company's strong
liquidity position, the successful execution of its business
model, geographic and product line diversity, steady capital
structure, and the still challenging U.S. housing environment.

Recent macroeconomic housing statistics (new and existing home
sales, single-family housing starts) are weak and disappointing,
especially during the month of February. Although March statistics
showed some improvement, April data eased again for starts and
existing home sales. During the month of May, housing starts
strengthened on a seasonally adjusted basis while new and existing
home sales fell relative to the previous month. However, there is
a seasonal pick-up in the spring orders compared to the winter.
The public builders have reported clear improvement in traffic.
Builder home prices are relatively stable. The public homebuilders
were generally unprofitable in the first calendar quarter
(excluding non-cash real estate charges) and revenues trailed a
year ago levels. Builder comparisons are also challenging during
the second quarter of 2011 and then ease in the third and fourth
quarters. If the economy continues its advance and a moderate
number of jobs are added, macroeconomic housing metrics should,
for the most part, rise at a low single-digit pace this year and
at a low double-digit pace in 2012.

The company successfully managed its balance sheet during the
housing downturn and generated significant operating cash flow.
DHI has been aggressively reducing its debt over the past few
years. Homebuilding debt declined from roughly $5.5 billion at
June 30, 2006 to $1.96 billion currently, a 64% reduction. In
November 2009, the company's Board of Directors authorized the
early repurchase of up to $500 million of the company's debt
securities. Following significant repurchase activity, the
authorization was renewed in April 2010 and again in July 2010.
DHI lowered its debt levels by $833.2 million and $1.02 billion
during fiscal 2009 and 2010, respectively, through debt
repurchases, maturities and early redemptions. Through the first
six months of fiscal 2011 (ending March 31, 2011), the company has
repurchased $127.2 million of senior notes. Subsequent to the end
of the quarter, the company repurchased an additional $112.3
million of its $5.375% senior notes due 2012 and repaid $70.1
million of senior notes that became due on April 15, 2011. DHI has
$106 million of senior notes maturing in August 2011 and the next
major debt maturity is in May 2013, when $174.3 million of senior
notes become due.

DHI has solid liquidity with unrestricted homebuilding cash of
$1.06 billion and marketable securities of $292.1 million as of
March 31, 2011.

DHI maintains a 6.4-year supply of lots (based on last 12 months
deliveries), 76.5% of which are owned and the balance controlled
through options. (The options share of total lots controlled is
down sharply over the past four years as the company has written
off substantial numbers of options.) Fitch expects the company to
rebuild its land position as it increases its community count,
although the primary focus will be optioning (or in some cases,
purchasing for cash) finished lots wherein the company can get a
faster return of its capital. DHI generated $260.5 million of cash
flow from operations during the latest 12 month (LTM) period
ending March 31, 2011. For all of fiscal 2011, Fitch expects DHI
to be slightly cash flow positive.

The ratings also reflect the company's relatively heavy
speculative building activity (at times averaging 50%-60% of total
inventory and 52.4% at March 31, 2011). The company has
historically built a significant number of its homes on a
speculative basis (i.e. begun construction before an order was in
hand). DHI successfully executed this strategy in the past,
including during the severe housing downturn. Admittedly, this
strategy worked to DHI's advantage last year as the company had
inventory available for sale to homebuyers taking advantage of the
federal housing tax credit, which expired on April 30, 2010 and
required homes to be delivered by June 30, 2010. Nevertheless,
Fitch is more comfortable with the more moderate spec targets of
2004 and 2005, wherein spec inventory accounted for roughly 35%-
40% of homes under construction.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position. Negative rating actions could occur if
the anticipated recovery in housing does not materialize and the
company prematurely steps up its land and development spending,
leading to consistent and significant negative quarterly cash flow
from operations and diminished liquidity position. Positive rating
actions may be considered if the recovery in housing is sustained
and is significantly better than Fitch's current outlook, DHI
shows continuous improvement in credit metrics, and the company
maintains a healthy liquidity position.

Fitch has affirmed these ratings for DHI with a Stable Outlook:

   -- IDR at 'BB';

   -- Senior unsecured debt at 'BB'.


EDISON MISSION: Fitch Downgrades Long-Term IDR to 'B-'
------------------------------------------------------
Fitch Ratings has taken these rating actions on Edison Mission
Energy and Midwest Generation LLC:

Edison Mission Energy

   -- Long-term Issuer Default Rating downgraded to 'B-' from 'B';

   -- Senior unsecured debt downgraded to 'CCC/RR5' from 'B-/RR5';

   -- Short-term IDR affirmed at 'B'.

Midwest Generation

   -- Long-term IDR downgraded to 'B-' from 'B';

   -- Secured Working Capital Facility downgraded to 'BB-/RR1'
      from 'BB/RR1;

   -- Short-term IDR affirmed at 'B'.

The Rating Outlook for both EME and MWG is Negative. More than $4
billion of long-term debt is affected by the rating actions.

Key Rating Drivers:

   -- Margin expectations remain weak due to meaningfully higher
      costs from environmental regulations and low power prices.

   -- Power prices significantly below Fitch's expectations could
      lead to further deterioration in EME's already weak credit
      profile and future rating downgrades.

   -- EME's debt leverage is unsustainably high relative to cash
      flows.

   -- Identifiable cash flows from project financings and U.S.
      Treasury cash grants are expected to enhance liquidity and
      facilitate covenant compliance through 2012.

   -- EME's $1.2 billion of cash and cash equivalents provides a
      measure of financial flexibility.

   -- Ability to refinance expiring bank lines of credit in 2012
      and maturing debt in 2013 at reasonable rates.

EME Ratings Determined on a Stand Alone Basis:

The ratings of EME and MWG reflect rating linkage between EME and
MWG and assume no future support from ultimate parent EIX. The
ratings and Negative Outlook for EME and MWG reflect weak credit
metrics due to sharply lower power prices, higher non-traditional
gas supply, lower cyclical demand for power and high capacity
reserve margins. Narrower dark spreads are likely to remain a
challenge in the near to intermediate term.

Recovery Analysis Drives Instrument Ratings:

Fitch's Recovery Rating of 'RR1' for MWG's secured credit facility
reflects asset coverage in the range of 90% -- 100% based on
Fitch's assumptions. As a result, MWG's secured term loan rating
is placed three notches above its IDR at 'BB-'. EME's senior
unsecured debt is estimated to see recoveries in the 10%-30%
range, resulting in an 'RR5' Recovery Rating and a 'CCC'
instrument rating, one notch below the company's 'B-' IDR.

In its recovery analysis, Fitch values the power generation assets
using a net present value (NPV) approach and its low gas case and
plant valuation data provided by its third-party power market
consultant, Wood Mackenzie and other assumptions.

Liquidity Provides Some Flexibility:

Importantly, Fitch's analysis indicates that identifiable cash
from distributions to EME from renewable power project financings,
U.S. Treasury grants, and operating cash flows will allow the
company to remain current on its maturing obligations and comply
with its financial covenants through 2013 at least, supporting the
IDR of 'B-'. As of March 31, 2011, EME had $1.2 billion of cash
and cash equivalents on its balance sheet.

Outlook Negative Reflects Low Energy Prices:

The Negative Outlook reflects Fitch's view that lower-than-
expected wholesale power prices during the forecast period would
result in future credit ratings downgrades. Fitch assumes modestly
higher 2013-2015 wholesale power prices. The ratings and Outlook
also consider environmental rules regarding sulfur dioxide,
nitrogen oxide and mercury and anticipated greenhouse gas
legislation, which pose significant long-term challenges for EME,
in Fitch's opinion.

An extended cycle of low power prices coupled with meaningfully
higher environmental compliance costs, consistent with Fitch's
outlook for the U.S. wholesale power market, could render EME
insolvent in the longer term. Moreover, an extended period of
power prices below those in Fitch's Outlook would likely
exacerbate EME's financial distress and accelerate a potential
insolvency, supporting the Negative Outlook.

Significantly higher domestic natural gas supply from non-
traditional resources combined with relatively high capacity
reserve margins are likely to dampen power prices in the near to
intermediate term resulting in continuing weak 2011-2015 credit
metrics, in Fitch's estimation. EME's consolidated debt leverage
is high and credit metrics anemic.

As of LTM ending March 31, 2011, EME's FFO-to-interest expense was
1.8 times (x) and is expected to hover near zero in 2012 and 2013.
LTM FFO-to-debt was approximately 6.4% at the end of the first
quarter of 2011 and is estimated by Fitch to turn negative in 2012
and 2013, rebounding modestly in 2013-2014, reflecting a modest
increase in power prices beginning in 12-18 months.

Challenging High Debt Leverage:

Debt leverage is likely to remain high in coming years as EME
invests to comply with environmental regulations and selectively
expands its presence in national renewable markets. EME's 2007
financial restructuring reduced debt at MWG, freeing-up future
borrowing capacity to fund environmental capex. As a result of the
company's 2007 financial restructuring, maturities are manageable
at EME.

Excluding relatively small scheduled non-recourse maturities, the
next scheduled EME maturity is $500 million of senior unsecured
notes in 2013. As of March 31, 2011, EME had total debt
outstanding of approximately $6.3 billion (including off-balance
sheet debt), representing 69% of total capital.

EME had remaining borrowing capacity of $484 million under its
$564 million credit facility and MWG $497 million remaining on its
$500 million revolver at the end of the first quarter 2011. EME
and MWG's secured bank facilities mature in June 2012. As of March
31, 2011, EME had $1.183 billion of cash and cash equivalents on
its balance sheet. EME's ability to renegotiate its revolving
credit lines and refinance its debt maturities at a reasonable
rate is a key rating driver.

Financial Covenant Compliance Expected Through 2012:

Restrictive covenants in EME's current credit agreement require
that the company maintain a minimum funds flow-to-interest
coverage ratio of 1.20x or higher. The calculated ratio was 2.13x
for the trailing four quarters ended March 31, 2011.

Fitch notes that the numerator of the funds flow-to-interest
coverage ratio includes funds distributed to EME from financing of
certain wind assets and U.S. Treasury cash grants, which Fitch
calculates raised the coverage ratio from 1.16x.

Fitch believes that distributions from EME project financings and
U.S. Treasury cash grants will be sufficient to enable the company
to meet or exceed the minimum funds flow-to-interest coverage
ratio of 1.20x through 2012.

EME & MWG Ratings Linked:

The ratings and Outlook for MWG reflect its position within the
EME corporate family. MWG has little debt outstanding and benefits
from strong debt leverage ratios. However, MWG's debt ratings are
linked to EME through an inter-company loan of proceeds from the
Powerton and Joliet sale/leaseback agreement from MWG to EME. In
addition, EME provides a guarantee (which is pari passu with its
senior unsecured notes) of MWG rent payments under the Powerton
and Joliet lease agreement.

Rising Environmental Costs a Key Concern:

Environmental challenges loom large on the horizon. EME and MWG
continue to evaluate whether to install emission control
technologies to comply with existing state and federal regulations
in the near to intermediate term or close non-compliant
facilities. EME also continues to evaluate the use of alternatives
to traditional dry flue-gas desulfurization technology to minimize
capital costs and future new money debt financings.

EME's consolidated margin and cash flows could be further
challenged in the intermediate to long term by more stringent EPA
rules and greenhouse gas regulations. The ratings also consider
cost cutting efforts by management including renegotiation of
turbine contracts with certain vendors.


EMERALD LAKES: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Emerald Lakes Of Cocoa, LLC
        1474-A West 84th Street
        Hialeah, FL 33014

Bankruptcy Case No.: 11-10094

Chapter 11 Petition Date: July 1, 2011

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

Debtor's Counsel: David Luther Woodward, Esq.
                  LAW OFFICES OF DAVID LUTHER WOODWARD, P.A.
                  1415 Lemhurst Road
                  Pensacola, FL 32507
                  Tel: (850) 456-4010
                  Fax: (850) 456-1955
                  E-mail: dlw@woodlaw.pro

Scheduled Assets: $3,639,000

Scheduled Debts: $4,879,008

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-10094.pdf

The petition was signed by L. Michael Osman, manager.


EXIDE TECHNOLOGIES: Has Deal to Settle Agere Claim
--------------------------------------------------
Exide Technologies seeks court approval of an agreement with
Agere Systems Inc. to settle Claim No. 5518.

Pursuant to the agreement, Agere Systems will receive an allowed
non-priority, general unsecured Class P4-A claim for $375,000, to
be distributed in stock and warrants in accordance with the terms
of Exide's restructuring plan.

In exchange, Agere Systems agreed to withdraw Claim No. 5518 and
release any other claims it has against Exide.  It also agreed to
dismiss its lawsuit against the company, which is pending in the
U.S. District Court for the Eastern District of Pennsylvania.

A copy of the agreement is available without charge at
http://bankrupt.com/misc/Exide_StipAgere.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.


FAITH CHRISTIAN: Court Approves Charles Wynn as Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida
authorized Faith Christian Family Church of Panama City Beach
Inc., dba Faith Christian Family Church, to employ Charles M.
Wynn Law Offices, P.A., as its bankruptcy counsel.

The firm attested that it has no connection with the Debtor's
creditors or any other party in interest or its attorneys.

The Debtor has paid the firm a non-refundable retainer of $12,000.
Costs were paid of $3,154.

Based in Panama City Beach, Florida, Faith Christian Family Church
of Panama City Beach Inc., dba Faith Christian Family Church,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case
No. 11-50288) on May 24, 2011.  The Debtor disclosed $11,339,469
in
assets, and $3,361,477 in debts as of the Chapter 11 filing.

The Debtor has filed a plan of reorganization that calls for the
sale of its parsonage to pay off its creditors.


FIDELITY NATIONAL: Fitch Puts 'BB+' IDR on Watch Negative
---------------------------------------------------------
Fitch Ratings has placed the ratings for Fidelity National
Information Services, Inc. on Rating Watch Negative following the
company's disclosure that it has made a preliminary approach
regarding a possible cash offer to acquire the UK-based company,
Misys PLC. Due to UK takeover law, there is no information
available as to the offer or potential structure of a transaction
nor is there any certainty that the companies will agree on a
deal. However, Fitch believes that, based on the current stock
price, an acquisition enterprise value could be in the range of
$2.0 to $2.5 billion. Given the uncertainty surrounding this
potential acquisition and its relative large size, Fitch believes
a Rating Watch is appropriate at this time.

Fitch would expect to resolve the Rating Watch at the point in
time that more definitive information is available in regard to a
transaction or the cessation of discussions between FIS and Misys
is disclosed. It is Fitch's preliminary view that FIS could pursue
an acquisition of this size financed entirely by debt and still
retain its current ratings including its IDR at 'BB+'. However,
this would be dependent on expectations for future debt reduction
following any potential transaction among other items.
A key consideration of FIS' ratings is its free cash flow (FCF)
conversion rate and FCF to debt leverage metrics. Fitch believes
that the company's capitalization of software development costs
tends to exaggerate EBITDA on a relative basis. To compensate for
this potential discrepancy, Fitch places greater emphasis on
evaluating FIS' leverage on a cash flow basis relative to peers.

Fitch estimates FIS' cash flow leverage (funds from operations
less capex and dividends to total debt) at 11.2% for the LTM ended
March 2011. This is above the median for 'BB' issuers at 8.1% but
below the 'BBB' median of 12.2%. Fitch expects this figure to
oscillate between the two ranges going forward as the company
pursues potential debt financed acquisitions or shareholder
friendly actions. While the company's steady operating model and
sufficient cash flow generation reflect positively on the credit
relative to other investment grade issuers, management's
historical predisposition for debt financed acquisitions and
investor friendly actions, including its strong consideration of a
leveraged buyout, limit upside to the ratings. In fact, the
stability of the company's cash flows combined with no meaningful
financial and operational rationale for maintaining an investment
grade rating, effectively limit the ratings given the company's
current size as Fitch would expect any attempt to delever the
company to be met by existing shareholder and outsider interest in
using leverage to purchase a portion or potentially a majority of
shares.

Rating strengths include these:

   -- Stable end demand;

   -- Strong diversification, with increasing international
      diversification although highly dependent on small- and mid-
      tier banks;

   -- High switching costs.

Rating concerns include:

   -- History of debt M&A and shareholder friendly actions;

   -- High fixed cost business;

   -- Minimal need to maintain ratings above 'BB';

   -- Potential regulatory changes;

   -- Increasing competition from non-traditional competitors such
      as IBM and Oracle which have greater resources.

Total liquidity as of March 31, 2011 was $1.2 billion consisting
principally of $831 million available under FIS' $1 billion senior
secured revolving credit facility, of which $112 million expires
in January 2012 with the remaining portion expiring July 2014, and
approximately $384 million in cash.

Total debt as of March 31, 2011 was $5 billion and consisted
principally of $188 million outstanding under FIS' aforementioned
revolving credit facility, $337 million outstanding under a senior
secured term loan maturing Jan 2012; $3.3 billion outstanding
under senior secured term loans maturing July 2014; $600 million
in 7.625% senior unsecured notes due July 2017; and $500 million
in 7.875% senior unsecured notes due July 2020.

Fitch places these ratings for FIS on Rating Watch Negative:

   -- Issuer Default Rating 'BB+';

   -- $1 billion secured revolving credit facility (RCF) 'BB+';

   -- Senior secured term loan A 'BB+';

   -- Senior secured term loan B 'BB+';

   -- $600 million in 7.625% senior unsecured notes due July 2017
      'BB';

   -- $500 million in 7.875% senior unsecured notes due July 2020
      'BB'.


FISHER ISLAND: Greenberg Traurig Okayed as Counsel for Examiner
---------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida authorized James S. Feltman, the
appointed examiner in the involuntary Chapter 11 bankruptcy cases
of Fisher Island Investments, Inc., Mutual Benefits Offshore Fund,
Ltd., and Little Rest Twelve, Inc., to retain Greenberg Traurig,
P.A., as his counsel.

As reported in the Troubled Company Reporter on June 9, 2011, as
counsel, Greenberg Traurig is assisting the examiner in executing
his duties pursuant to Section 1106(a) of the Bankruptcy Code to
render these services:

     a. taking all necessary actions to assist and advise the
        examiner with respect to his retention and the retention
        of other professionals to be retained by the examiner
        and the discharge of his duties and responsibilities
        under the examiner Order and the Bankruptcy Code in the
        Chapter 11 Cases;

     b. assisting the examiner in preparing pleadings and
        applications as may be necessary in the discharge of the
        examiner's duties;

     c. representing the examiner at all hearings and other
        proceedings before this Court, any appellate courts,
        and the U.S. Trustee; and advocating and protecting the
        interests of the examiner before such courts and the
        U.S. Trustee;

     d. representing the examiner in any dealings he may have
        with various governmental and regulatory authorities;

     e. representing the examiner in any dealings he may have
        with the Alleged Debtors, general creditors or any
        third party concerning matters related to the Alleged
        Debtors' estates;

     f. assisting the examiner in preparing his work plan and
        budget;

     g. assisting the examiner in retaining and directing the
        work of forensic accountants and investigative
        personnel;

     h. assisting with interviews and examinations in connection
        with the investigation;

     i. assisting the examiner in preparing his report; and

     j. performing all other necessary legal services and
        providing all other necessary legal advice to the
        examiner in connection with the Chapter 11 Cases
        including assisting the examiner in undertaking
        additional tasks that the Court may direct.

Compensation will be payable to Greenberg Traurig on an hourly
basis, plus reimbursement of actual, necessary expenses and other
charges incurred by the firm.  The hourly rates applicable to the
principal attorneys and paralegals are:

         James P.S. Leshaw      $725
         Ari Newman             $315
         Maribel R. Fontanez    $205

Other attorneys and paralegals may render services to the examiner
as needed.  Generally, Greenberg Traurig's hourly rates are:

         Professionals            Hourly Rates
         -------------            ------------
         Shareholders             $355 - $1,100
         Associates               $150 -   $675
         Paralegals                $40 -   $310

James P.S. Leshaw, Esq., a principal shareholder of Greenberg
Traurig, P.A., assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                       About Fisher Island

Solby+Westbrae Partners; 19 SHC, Corp.; Ajna Brands, Inc.;
601/1700 NBC, LLC; Axafina, Inc.; and Oxana Adler, LLM, filed an
involuntary Chapter 11 petition against Miami Beach, Florida-based
Fisher Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-
17047) on March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases of the Debtors.


FISHER ISLAND: Examiner Has OK for Mesirow Financial as Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized James S. Feltman, the appointed examiner in the
involuntary Chapter 11 cases of Fisher Island Investments, Inc.,
Mutual Benefits Offshore Fund, Ltd., and Little Rest Twelve, Inc.,
to retain Mesirow Financial Consulting LLC, as his financial
advisor and investigators.

As reported in the Troubled Company Reporter on June 16, 2011, MFC
is expected to, among other things:

   -- investigate the ownership composition of the alleged Debtor,
      and investigate who are their actual and duly authorized
      representatives and attorneys;

   -- examine the promissory notes and other documentation
      (including guarantees, forbearance agreements and demand
      notices) upon which the petitioning creditors rely to allege
      their claims, the makes of such promissory notes, the
      makers' execution of the promissory notes, the payees
      thereof, and the overall propriety and authenticity of the
      promissory notes; and

   -- examine the assignments of the promissory notes, the parties
      thereto, and the execution thereof, and the overall
      propriety of the assignments.

The examiner agreed to compensate MFC for professional services
rendered at its normal hourly rates after allowance of a 10%
discount.  MFC has not received a retainer or prepayment from the
examiner.

The hourly rates of MFC's personnel are:

         Senior Managing Director/
         Managing Director and Director            $775 - $825
         Senior Vice President                     $665 - $725
         Vice President                            $565 - $625
         Senior Associate                          $465 - $525
         Associate                                 $285 - $395
         Paraprofessional                          $145 - $240

Mesirow Financial is also authorized to retain other investigative
professionals or independent contractors as may be necessary to
provide the services and to assist the examiner in executing his
duties and responsibilities.

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

                       About Fisher Island

Solby+Westbrae Partners; 19 SHC, Corp.; Ajna Brands, Inc.;
601/1700 NBC, LLC; Axafina, Inc.; and Oxana Adler, LLM, filed an
involuntary Chapter 11 petition against Miami Beach, Florida-based
Fisher Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-
17047) on March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases of the Debtors.


FORTUNE LENDING: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Fortune Lending Corp
        4610 Riverstone Blvd., Suite 100
        Missouri City, TX 77459

Bankruptcy Case No.: 11-35643

Chapter 11 Petition Date: July 1, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Edward L Rothberg, Esq.
                  HOOVER SLOVACEK, LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395
                  E-mail: rothberg@hooverslovacek.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/txsb11-35643.pdf

The petition was signed by Rocky Lai, director and president.


FPL ENERGY: S&P Cuts Rating on $365MM Sr. Secured Bonds to 'BB'
---------------------------------------------------------------
Standard & Poor's Rating Services lowered its rating to 'BB' from
'BBB-' on FPL Energy National Wind LLC 's $365 million senior
secured bonds due 2024. At the same time, Standard & Poor's
lowered its rating to 'B' from 'B+' on FPL Energy National Wind
Portfolio LLC's $100 million senior secured bonds due 2019. "We
also assigned a '2' recovery rating to National Wind and revised
the recovery rating to '6' from '4' on Wind Portfolio. The outlook
on both projects is negative," S&P said.

"The lowered ratings stem from the likelihood that debt service
coverage ratios on National Wind and Wind Portfolio will be lower
than anticipated after the expiration of their production tax
credits in 2013 because of operations and maintenance costs that
are significantly higher than anticipated," said Standard & Poor's
credit analyst Grace Drinker.

"While it is possible that some costs, in particular labor costs,
may have the potential to fall as supply catches up with demand,
the timing and level of that decline is uncertain," Ms. Drinker
added.

A continual underperformance of the portfolio due to a low wind
resource, coupled with current operations and maintenance (O&M)
expenses, could lead to the ratings being lowered further.
"However, if financial performance stabilizes at the current
level, we would likely revise the outlooks to stable. If O&M
expenditures return to original projections, we would consider
raising the ratings," S&P stated.


FPL ENERGY: S&P Lowers Rating on $380MM Sr. Secured Bonds to 'B'
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its rating to 'BB' from
'BBB-' on FPL Energy American Wind LLC's $380 million senior
secured bonds due 2025. At the same time, Standard & Poor's
lowered its rating to 'B' from 'B+' on FPL Energy Wind
Funding LLC's $125 million senior secured bonds due 2017. The
outlook on both bonds is negative. Finally, Standard & Poor's
assigned a '1' recovery rating to American Wind and the '4'
recovery rating on Wind Funding remains unchanged.

"The lowered ratings stem from our view of the high probability of
low debt service coverage ratios following the expiration of the
wind portfolio's production tax credits in 2013 due to
significantly higher operations and management costs compared to
the original forecast," said Standard & Poor's credit analyst
Grace Drinker.

"We could lower the ratings further if the portfolio experiences
continual underperformance due to a low wind resource, coupled
with current O&M expenses; however, if financial performance
stabilizes at the current levels we would likely revise the
outlook to stable," Ms. Drinker added.


GEORGES MARCIANO: Guess? Founder's Suit v. IRS Dismissed
--------------------------------------------------------
Georges Marciano sued Douglas Shulman, in his official capacity as
Commissioner of the Internal Revenue Service, seeking declaratory
and injunctive relief and a writ of mandamus.  Mr. Marciano
alleges that the IRS has violated his rights by declining to
investigate or audit his tax returns, and seeks to compel the IRS
to provide him with an explanation and documentation of its
understanding of his tax liability for certain years.
Mr. Marciano alleges that in 2005 and 2006 he discovered numerous
instances of fraud and embezzlement by his former employees that
resulted in a loss of nearly $200,000,000 from accounts held by
him or in which he had an interest.  Believing these fraudulent
transactions to have significant consequences for his tax
liability, he attempted to obtain copies of his recent tax returns
from the IRS.  The IRS, however, was initially unable to provide
him with tax returns for the years 2000, 2001, 2002, 2003, 2004
and 2006.

The Commissioner seeks dismissal of the case, asserting that the
Court lacks jurisdiction over certain of Mr. Marciano's claims and
that the rest of his allegations fail to state a claim upon which
relief may be granted.

In a July 1, 2011 Memorandum Opinion, District Judge Henry H.
Kennedy, Jr., granted the Motion to Dismiss.

The case is Georges Marciano, v. Douglas Shulman, Commissioner of
the Internal Revenue Service, Civil Action 09-01499 (D. D.C).  A
copy of the Court's ruling is available at http://is.gd/qe7Chu
from Leagle.com.

                      About Georges Marciano

Georges Marciano is the co-founder of the apparel company Guess?,
Inc. and an investor in various companies and real estate
ventures.  As reported in the Troubled Company Reporter on
Oct. 30, 2009, three of the five former employees of Mr. Marciano,
who won a $370 million libel judgment against him in July 2009,
filed an involuntary chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 09-39630) against the Guess? Inc. co-founder on
Oct. 27 2009.  Mr. Marciano challenged the involuntary petition
for 14 months, and Judge Victoria S. Kaufman entered an order for
relief against Mr. Marciano on Dec. 29, 2010.

Georges Marciano is represented by:

         Daniel J. McCarthy, Esq.
         HILL, FARRER & BURRILL LLP
         300 South Grand Avenue, 37th Floor
         Los Angeles, CA 90071-3147
         Telephone: (213) 620-0460
         E-mail: dmccarthy@hillfarrer.com

The Petitioning Creditors -- Joseph Fahs, Steven Chapnick, and
Elizabeth Tagle -- are represented by:

         Bradley E. Brook, Esq.
         LAW OFFICES OF BRADLEY E. BROOK
         11500 W. Olympic Blvd., Suite 400
         Los Angeles, CA 90064
         Telephone: (310) 839-2004
         E-mail: admin@bbrooklaw.com

An Ad Hoc Committee of Unsecured Creditors is represented by:

         Peter A. Davidson, Esq.
         ERVIN COHEN & JESSUP LLP
         9401 Wilshire Boulevard, 9th Floor
         Beverly Hills, CA 90212-2974
         Telephone: (310) 273-6333
         E-mail: pdavidson@ecjlaw.com


GIBBS INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gibbs Investment Group, Inc.
        P.O. Box 2530
        Blue Ridge, GA 30513

Bankruptcy Case No.: 11-22750

Chapter 11 Petition Date: July 1, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: William C. McCurdy, Jr., Esq.
                  WILLIAM C. MCCURDY, JR., LLC
                  12 North Main Street
                  Jasper, GA 30143
                  Tel: (706) 253-7701
                  E-mail: lawoffice@mccurdylaw.com

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

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/ganb11-22750.pdf

The petition was signed by William Gibbs, authorized
representative.


GLAZIER GROUP: Seeks Approval of D'Arrigo Settlement Agreement
--------------------------------------------------------------
The Glazier Group, Inc. seeks permission from Judge Allan L.
Gropper of the U.S. Bankruptcy Court for the Southern District of
New York to enter into a settlement agreement with D'Arrigo Food
Service, Inc. and Foodland Distributors, Inc.

The Bankruptcy Court scheduled a June 30, 2011 hearing to consider
the Debtor's request.

In January 2009, D'Arrigo and Foodland commenced an action in the
U.S. District Court for the Southern District of New York against
the Debtor and certain of the Debtor's affiliates, directors and
employees, asserting a claim against the PACA Defendants for
$209,212 for alleged violations of the Perishable Agricultural
Commodities Act in connection with the sale and delivery of fresh
fruits and vegetables to certain of the Debtor's Affiliates'
restaurants.

Both D' Arrigo and Foodland have filed proofs of claim in the
Debtor's Chapter 11 Case, asserting secured claims for $278,265 --
Claim No. 26 -- and $47,467 -- Claim No. 27.

The Parties entered into a formal agreement settling all claims
and disputes between the Parties with these salient terms:

   * D'Arrigo's claims are recognized as qualified under the PACA
     Trust in the principal amount of $179,000, and D' Arrigo will
     receive payment by check in a single, lump-sum payment by the
     earlier of the date the Debtor's Plan of Reorganization is
     approved by the Court or Sept. 30, 2011;

   * Foodland's claims are recognized as qualified under the PACA
     Trust in the principal amount of $30,000, and Foodland will
     receive payment by check in a single, lump-sum payment by the
     earlier of the date the Debtor's Plan of Reorganization is
     approved by the Court or September 30, 2011; and

   * D'Arrigo and Foodland will execute a general release covering
     all P ACA Defendants.

The Settlement Agreement provides for a speedy resolution of two
secured claims and fixes these secured claims at roughly 65% of
the total amounts claimed by D'Arrigo and Foodland in the Chapter
11 Case.

The Debtor believes that the resolution of the claims at an
approximate 35% discount is beneficial to its estate and will
obviate the need for additional legal costs which would otherwise
be expended in fixing those claims.

                      About The Glazier Group

New York-based The Glazier Group, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-16099) on
Nov. 15, 2010.  Frederick E. Schmidt, Esq., Joshua Joseph Angel,
Esq., and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP,
represent the Debtor in its restructuring effort.  The Company
disclosed assets of $15.2 million and liabilities of $26.8 million
as of the Petition Date.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on an Official Committee of Unsecured
Creditors.  The Committee tapped SilvermanAcampora LLP as its
counsel.


GOLD HILL: Taps Keith Corporation as Marketing Agent
----------------------------------------------------
Gold Hill Enterprises LLC asks the U.S. Bankruptcy Court for the
District of South Carolina for permission to employ the Keith
Corporation as marketing and development agent.

The firm will:

   1) conduct a market analysis;

   2) assist in establishing sales prices;

   3) market the Company's real estate;

   4) represent the Company in negotiations with prospective
      purchasers; and

   5) other marketing and development services that may be
      necessary and appropriate during the pendency of the Chapter
      11 bankruptcy.

The firm will be paid the customary fees for the services.

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

                    About Gold Hill Enterprises

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, filed for Chapter 11 bankruptcy protection
(Bankr. D. S.C. Case No. 11-02458) on April 14, 2011.  According
to its schedules, the Debtor disclosed $11,938,596 in total assets
and $7,351,872 in total debts.


GOLD HILL: Taps Robert Palmer as Tax Accountant
-----------------------------------------------
Gold Hill Enterprises LLC asks the U.S. Bankruptcy Court for the
District of South Carolina for permission to employ Robert Palmer
& Associates as tax accountant to assist in the preparation of all
tax filings and returns required post petition, and other
accounting services that may be necessary during the pendency of
the Chapter 11 case.

The firm will be paid the customary fees for the services.

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

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, filed for Chapter 11 bankruptcy protection
(Bankr. D. S.C. Case No. 11-02458) on April 14, 2011.  According
to its schedules, the Debtor disclosed $11,938,596 in total assets
and $7,351,872 in total debts.


GP WEST: Court Prohibits Cash Collateral Use Until July 7
---------------------------------------------------------
Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for
the District of Puerto Rico, upon the request of CPG/GS PR LLC,
prohibited GP West Inc. from using CPG/GS's cash collateral until
the conclusion of the hearing to be held on July 7, 2011, at 9:30
a.m.

CPG/GS is the purchaser and successor-in-interest of certain
assets of First Bank Puerto Rico, including, among others, credit
facilities pursuant to the loans of more than $127 million made by
FBPR to the Debtor or the Debtor's related parties and guaranteed
by the Debtor.

As of May 26, 2011, the outstanding principal balance under the
Loan Agreements was not less than $120,262,455, plus $7,604,261,
in accrued and unpaid interest, for a total outstanding balance of
principal and interest aggregating not less than $127,866,716, of
which $8,832,559 principal and more than $500,000 interest was
then overdue and payable in respect of the GP West Loan Agreement.

CPG/GS said that since the Petition Date, the Debtor has not
deposited any payments on accounts receivables or rents in any
segregated accounts at CPG/GS.  Accordingly, CPG/GS asked the
Court to prevent the Debtor's unauthorized use of Cash Collateral.

CPG/GS is represented by:

   Hermann D. Bauer Alvarez, Esq.
   O'Neill & Borges
   American International Plaza
   250 Munoz Rivera Avenue, Suite 800
   San Juan, Puerto Rico 00918-1813
   Tel: (787) 764-8181
   Fax: (787) 753-8944

                           About GP West

San Juan, Puerto Rico-based GP West, Inc., filed a voluntary
Chapter 11 petition (Bankr. D. P.R. Case No. 11-04954) on June 9,
2011.  The Debtor disclosed assets of $13,384,251 and debts of
$132,825,590.

Eduardo J. Corretjer Reyes, Esq., at Bufete Roberto Corretjer
Piquer, in San Juan, Puerto Rico -- ejcr98@yahoo.com -- serves as
the Debtor's bankruptcy counsel.  CPA Luis R. Carrasquillo & Co.,
P.S.C, serves as the Debtor's financial consultant.

GP West's affiliate, Swiss Chalet Inc., also filed for Chapter 11
protection.


GP WEST: Sec. 341 Creditors' Meeting Set for July 15
----------------------------------------------------
The U.S. Trustee for Region 21 in Puerto Rico will convene a
meeting of creditors in the bankruptcy case of GP West, Inc.,
pursuant to 11 U.S.C. Sec. 341(a) on July 15, 2011, at 9:00 a.m.
at 341 Meeting Room, Ochoa Building, 500 Tanca Street, First
Floor, in San Juan.

The last day to oppose discharge or dischargeability is Sept. 13,
2011.  Proofs of claim are due Oct. 13, 2011. Government proofs of
claim are due Dec. 7, 2011.

                           About GP West

San Juan, Puerto Rico-based GP West, Inc., filed a voluntary
Chapter 11 petition (Bankr. D. P.R. Case No. 11-04954) on June 9,
2011.  The Debtor disclosed assets of $13,384,251 and debts of
$132,825,590.

Eduardo J. Corretjer Reyes, Esq., at Bufete Roberto Corretjer
Piquer, in San Juan, Puerto Rico -- ejcr98@yahoo.com -- serves as
the Debtor's bankruptcy counsel.  CPA Luis R. Carrasquillo & Co.,
P.S.C, serves as the Debtor's financial consultant.

GP West's affiliate, Swiss Chalet Inc., also filed for Chapter 11
protection.


GREAT ATLANTIC & PACIFIC: New Supply Deal With C&S Approved
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Great Atlantic & Pacific Tea Co. received court
approval for a new contract with C&S Wholesale Grocers Inc., its
principal supplier.  The contract is designed to save A&P
$50 million a year when the supermarket operator emerges from
Chapter 11 reorganization.  There were no objections.

                   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.


GREENWOOD ESTATES: Court Dismisses Reorganization Case
------------------------------------------------------
The Hon. Judge Susan Pierson of the U.S. Bankruptcy Court for the
Northern District of Illinois, in a June 7, 2011, order, dismissed
the Chapter 11 case of Greenwood Estates MHC, LLC.

The U.S. Trustee for Region 11, asked that the Court convert or
dismiss the Debtor's case for these reasons:

   -- the Debtor is delinquent on payment of the U.S. Trustee fees
      in the amount of $5,800; and

   -- the Debtor's counsel has filed a motion to withdraw as
      counsel leaving the Debtor corporation without the benefit
      of a counsel.

The Court's order provides that the Debtor is barred from filing a
voluntary petition for relief under either Chapter 7 or 11 of the
U.S. Code for 180 days from the dismissal date.

                     About Greenwood Estates

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


GRUPO TMM: Salles Sainz-Grant Thornton Raises Going Concern Doubt
-----------------------------------------------------------------
Grupo TMM, S.A.B., filed on June 30, 2011, its annual report on
Form 20-F for the fiscal year ended Dec. 31, 2010.

Salles Sainz-Grant Thornton, S.C., in Mexico City, Mexico,
expressed substantial doubt about Grupo TMM, S.A.B.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred net losses in recent years, principally
as a result of its comprehensive financing cost.

The Company reported a net loss of US$78.9 million on
US$305.4 million of revenues for 2010, compared with a net loss of
US$95.7 million on US$308.4 million of revenues for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
US$1.076 billion in total assets, US$971.0 million in total
liabilities, and stockholders' equity of US$104.9 million.

A copy of the Form 20-F is available at http://is.gd/bftHT8

Headquartered in Mexico City, Grupo TMM, S.A.B. (NYSE: TMM and
BMV: TMM A) -- http://www.grupotmm.com/-- provides a combination
of ocean and land transportation services.


HARRINGTON WEST: Plan Confirmation Hearing on Sept. 14
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Harrington West Financial Group Inc., the parent of
failed Los Padres Bank FSB, scheduled a Sept. 14 confirmation
hearing for approval of the Chapter 11 plan after the bankruptcy
court held a hearing in June for approval of the explanatory
disclosure statement.

According to the report, the disclosure statement tells unsecured
creditors and holders of $25.8 million in trust-preferred
securities that they stand to recover 0.2% from the liquidating
trust created under the plan.

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


HARRY & DAVID: Sets Aug. 11 Reorganization Plan Confirmation
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Harry & David Holdings Inc. will return to bankruptcy
court on Aug. 11 for a confirmation hearing to approve the Chapter
11 reorganization plan.  The bankruptcy judge approved the
disclosure statement following a June 24 hearing.

According to the report, the Debtor modified the plan last month
to gain support from the official unsecured creditors' committee.
The modified plan provides for these terms:

    * Unsecured creditors are to receive 10% in total, with 40% of
that coming in 2012 and 60% in 2013.

    * Pension Benefit Guaranty Corp. and holders of $58.2 million
in senior floating-rate notes and $148.2 million in senior fixed-
rate notes are in a class together. In return for their claims,
they are to receive 146,000 new common shares and the right to
purchase another 733,000 shares, or about 74.9%, in a $55 million
rights offering.  The recovery for noteholders is estimated
between 2% and 17.4% for participants in the rights offering.  For
those not participating, the recovery is 4.2% to 10%, according to
the disclosure statement.

    * The proceeds of the $55 million rights offering will be used
to repay the $55 million in second-lien financing for the Chapter
11 case.  Noteholders are backstopping the rights offering. As a
fee, they will receive 50,000 shares.

    * Existing lenders providing $100 million in first-lien
financing for the bankruptcy case will continue the loan when the
company emerges from Chapter 11.

The original plan was agreed to before bankruptcy with holders of
81 percent of the senior notes, including Wasserstein & Co., which
also owns 63% of the stock.  Wells Fargo Bank is indenture trustee
for the noteholders.

                        About Harry & David

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

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.  Affiliates
Harry and David (Bankr. D. Del. Case No. 11-10885), Harry & David
Operations, Inc. (Bankr. D. Del. Case No. 11-10886), and Bear
Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887) filed
separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

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

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

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

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee.

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

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


HEARUSA INC: Court OKs Duff & Phelps as Committee Advisors
----------------------------------------------------------
The U.S. Bankruptcy Court for Southern District Of Florida has
approved the application of HearUSA, Inc.'s creditors committee of
unsecured debtors to employ Brent Williams, CPA and the firm of
Duff & Phelps, LLC as financial advisor.

As reported in the Troubled Company Reporter on June 22, 2011,
HearUSA, Inc. opposed the Committee's retention of Duff & Phelps.
The Debtor said the Committee failed to justify the unnecessary
expense to the Debtor's estate of the Committee's retention of a
financial advisor, investment banker and forensic accountant under
the circumstances.

As the Committee's financial advisor, the firm will, among other
things:

   a) analyze any sale, merger, divestiture, joint-venture, or
      investment transaction, including the proposed structure and
      form thereof;

   b) assist in the determination of an appropriate go-forward/
      post emergence capital structure for the Company; and

   c) assist the Committee in developing, evaluating, structuring
      and negotiating the terms and conditions of a restructuring
      or Plan of Reorganization, including the value of the
      securities, if any, that may be issued to the Committee
      under any such  restructuring or Plan.

The Committee proposes that the Debtor will pay Duff & Phelps a
cash monthly fee of $75,000.

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

                       About HearUSA, Inc.

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

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

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


HELIPLANE AIRCRAFT: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Heliplane Aircraft Corporation International
        dba HACI
        4850 Orange Avenue, Bay No. 8
        Fort Pierce, FL 34947

Bankruptcy Case No.: 11-28697

Chapter 11 Petition Date: July 1, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Brad Culverhouse, Esq.
                  320 S Indian River Dr # 100
                  Ft Pierce, FL 34950
                  Tel: (772) 465-7572
                  E-mail: bradculverhouselaw@gmail.com

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

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-28697.pdf

The petition was signed by Eugene W. Ferrel, president.


HFG MAGTEX: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: HFG Magtex, LP
        4560 Beltline Rd., #350
        Addison, TX 75001

Bankruptcy Case No.: 11-34325

Chapter 11 Petition Date: July 1, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Melissa S. Hayward, Esq.
                  FRANKLIN SKIERSKI LOVALL HAYWARD LLP
                  10501 N. Central Expry, Suite 106
                  Dallas, TX 75231
                  Tel: (972) 755-7104
                  Fax: (972) 755-7114
                  E-mail: MHayward@FSLHlaw.com

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

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

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

The petition was signed by Brady Giddens, president of general
partner, HFGMAGTX GP, LLC.

Affiliates that simultaneously sought Chapter 11 protection:

Debtor                          Case No.
------                          --------
HFG VOC, LP                      11-34326-bjh11
HFG VOM, LP                      11-34327-sgj11
HFG-LW Holdings, Ltd.            11-34328-sgj11
HFG-RL INV-03, Ltd.              11-34329-bjh11
Holigan Land Development, Ltd.   11-34330-sgj11


HINGHAM CAMPUS: Alvarez & Marsal's Rundell to Serve as CRO
----------------------------------------------------------
Hingham Campus, LLC, seeks Bankruptcy Court permission to employ
Alvarez & Marsal Healthcare Industry, LLC, to provide Hingham a
Chief Restructuring Officer, and additional personnel; and to
appoint A&M's Paul Rundell as CRO.

A&M was retained by Senior Living Retirement Communities, LLC,
formerly known as Erickson Retirement Communities, LLC, the sole
member of Hingham, pursuant to an Engagement Letter by and between
Senior Living and A&M, dated April 2, 2009.  Mr. Rundell is the
Plan Administrator for Senior Living. On June 1, 2011, Senior
Living and A&M entered into a Second Addendum to the Engagement
Letter, pursuant to which, among other things, A&M and Senior
Living agreed to appoint Mr. Rundell as Hingham's CRO.  In
addition, Mr. Rundell provides analysis and advice to Linden
Ponds, pursuant to the Management Agreement.

Mr. Rundell is a managing director of A&M and has worked as a
turnaround consultant and financial advisor for over 13 years. Mr.
Rundell has a great breadth of financial restructuring experience
as a result of having served in both senior management positions
and as a restructuring advisor to large companies.

Mr. Rundell has advised or served as a senior executive for, among
others, St. Vincent's Catholic Medical Centers, Sunwest Management
Inc., and National Benevolent Association.

Hingham has agreed to compensate A&M monthly for the hourly
services rendered by Mr. Rundell, as CRO, and the Additional
Personnel, to the extent necessary to assist Mr. Rundell in his
role as CRO, at these hourly rates:

          Managing Directors            $600-$700
          Senior Directors              $475-$550
          Directors                     $400-$500
          Associates                    $325-$400
          Analysts                      $200-$275

Hingham has agreed to indemnify the CRO in the same fashion
provided to Hingham's other officers and directors and certain
related parties.

Mr. Rundell attests that A&M does not represent any interest
materially adverse to Hingham, its creditors, the United States
Trustee for the Northern District of Texas, any person employed by
the United States Trustee for the Northern District of Texas,
or any other party in interest.

               About Linden Ponds and Hingham Campus

Linden Ponds Inc. operates a 108-acre continuing care retirement
community located at 300 Linden Ponds Way in Hingham,
Massachusetts.  The facility has 988 independent living units
(with an occupancy rate of 87.9%) and 132 skilled nursing beds
(68% occupancy rate).

Linden Ponds leases the facility and the property upon which it is
built from Hingham Campus LLC.  Hingham is the owner of the
facility and owns the fee simple interest in the property upon
which the facility is built.  Senior Living Retirement
Communities, LLC, formerly known as Erickson Retirement
Communities, LLC, owns 100% of the membership interests in
Hingham.

Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11
petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on
June 15, 2011.  Hingham Campus estimated assets and debts of $100
million to $500 million.  Debt includes $156.4 million owing on
bonds issued by the Massachusetts Development Finance Agency, with
Wells Fargo Bank, National Association, as the bond trustee.

Erickson Retirement Communities sought bankruptcy protection
(Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009.  Erickson,
the owner of 20 senior living facilities, won approval of its
reorganization plan in April 2010.  The Erickson plan provided for
a sale to Redwood Capital, the highest bidder at the auction in
December 2009.  Redwood won the auction with an all-cash bid of
$365 million.

Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds.


HINGHAM CAMPUS: Taps Epiq as Claims and Noticing Agent
------------------------------------------------------
Hingham Campus LLC and Linden Ponds Inc. ask the Bankruptcy Court
to approve the appointment of Epiq Bankruptcy Solutions, LLC, as
the noticing, claims, and balloting agent.

The Debtors have hundreds of creditors and parties in interest to
whom notices must be sent.  Given the size of their creditor body,
the Debtors said it will be more efficient and less burdensome on
the Clerk of the Court to have Epiq undertake the tasks associated
with noticing the Debtors' hundreds of creditors and parties in
interest and processing proofs of claim that may be filed.

Bradley J. Tuttle, Vice President and Senior Managing Consultant
at Epiq, attests that his firm's officers and employees do not
have any connection with or any interest adverse to the Debtors,
their creditors, or any other party in interest, or their
attorneys and accountants.

Epiq received a retainer from the Debtors of $25,000 prior to the
Petition Date.

               About Linden Ponds and Hingham Campus

Linden Ponds Inc. operates a 108-acre continuing care retirement
community located at 300 Linden Ponds Way in Hingham,
Massachusetts.  The facility has 988 independent living units
(with an occupancy rate of 87.9%) and 132 skilled nursing beds
(68% occupancy rate).

Linden Ponds leases the facility and the property upon which it is
built from Hingham Campus LLC.  Hingham is the owner of the
facility and owns the fee simple interest in the property upon
which the facility is built.  Senior Living Retirement
Communities, LLC, formerly known as Erickson Retirement
Communities, LLC, owns 100% of the membership interests in
Hingham.

Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11
petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on
June 15, 2011.  Hingham Campus estimated assets and debts of $100
million to $500 million.  Debt includes $156.4 million owing on
bonds issued by the Massachusetts Development Finance Agency, with
Wells Fargo Bank, National Association, as the bond trustee.

Erickson Retirement Communities sought bankruptcy protection
(Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009.  Erickson,
the owner of 20 senior living facilities, won approval of its
reorganization plan in April 2010.  The Erickson plan provided for
a sale to Redwood Capital, the highest bidder at the auction in
December 2009.  Redwood won the auction with an all-cash bid of
$365 million.

Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds.


HINGHAM CAMPUS: Hires DLA Piper as Bankruptcy Counsel
-----------------------------------------------------
Hingham Campus, LLC, seeks approval of its employment of DLA Piper
LLP (US) as bankruptcy counsel, according to these hourly rates:

          Professional                  Rate Per Hour
          ------------                  -------------
          Thomas Califano                    $910
          George B. South III                $870
          Jeremy Johnson                     $785
          Vincent Slusher                    $655
          J. Seth Moore                      $670
          Jason Karaffa                      $590
          Julie Sobel                        $455
          Andrew Zollinger                   $400
          Elena Otero Keil                   $395
          Evelyn Rodriguez                   $255

Thomas R. Califano, Esq., attests that DLA Piper and its partners,
counsel and associates (a) are not creditors, equity security
holders or insiders of Hingham; (b) are not, and within two years
prior to the Petition Date were not, directors, officers or
employees of Hingham; (c) have no connection with Hingham, any of
Hingham's creditors, any other party in interest, any of their
attorneys or accountants, the Office of the United States Trustee
for the Northern District of Texas, or any judge of the Court; and
(d) do not hold or represent any interest materially adverse
to Hingham's estate.  DLA Piper is a "disinterested person" within
the meaning of Bankruptcy Code section 101(14).

               About Linden Ponds and Hingham Campus

Linden Ponds Inc. operates a 108-acre continuing care retirement
community located at 300 Linden Ponds Way in Hingham,
Massachusetts.  The facility has 988 independent living units
(with an occupancy rate of 87.9%) and 132 skilled nursing beds
(68% occupancy rate).

Linden Ponds leases the facility and the property upon which it is
built from Hingham Campus LLC.  Hingham is the owner of the
facility and owns the fee simple interest in the property upon
which the facility is built.  Senior Living Retirement
Communities, LLC, formerly known as Erickson Retirement
Communities, LLC, owns 100% of the membership interests in
Hingham.

Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11
petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on
June 15.  Hingham Campus estimated assets and debts of $100
million to $500 million.  Debt includes $156.4 million owing on
bonds issued by the Massachusetts Development Finance Agency, with
Wells Fargo Bank, National Association, as the bond trustee.

Erickson Retirement Communities sought bankruptcy protection
(Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009.  Erickson,
the owner of 20 senior living facilities, won approval of its
reorganization plan in April 2010.  The Erickson plan provided for
a sale to Redwood Capital, the highest bidder at the auction in
December 2009.  Redwood won the auction with an all-cash bid of
$365 million.

Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds.


HINGHAM CAMPUS: Hires Houlihan Lokey as Investment Banker
---------------------------------------------------------
Hingham Campus LLC and Linden Ponds Inc. seek to employ Houlihan
Lokey Capital, Inc., as their investment banker and financial
advisor, pursuant to an engagement agreement dated Dec. 1, 2010.

The Houlihan Lokey's Agreement with the Debtors was structured as
an addendum to the original engagement agreement between Erickson
Retirement Communities LLC and Houlihan Lokey dated March 19,
2009, as approved by an order dated Nov. 24, 2009, entered by the
U.S. Bankruptcy Court for the Northern District of Texas in the
Chapter 11 cases of Erickson Retirement Communities, now known as
Senior Living Retirement Communities, LLC.

The Debtors propose to pay Houlihan Lokey according to this fee
structure:

     -- A non-refundable cash advance of $75,000;

     -- $1,522,300 in the event the Debtors consummate a
        restructuring transaction; the fee will increase by 20%
        if the Debtors consummate the transaction pursuant to
        the pre-arranged plan and the deal is approved by the
        Court within six months from the petition date; and

     -- If the Debtors elect to pursue other corporate finance
        transactions, including a sale or financing transaction,
        they will offer Houlihan Lokey the right to act as
        exclusive placement agent or financial advisor in
        connection with those transactions.

Matthew Niemann, Managing Director at Houlihan Lokey's Chicago
office, attests that his firm is a "disinterested person" within
the meaning of Bankruptcy Code section 101(14).

               About Linden Ponds and Hingham Campus

Linden Ponds Inc. operates a 108-acre continuing care retirement
community located at 300 Linden Ponds Way in Hingham,
Massachusetts.  The facility has 988 independent living units
(with an occupancy rate of 87.9%) and 132 skilled nursing beds
(68% occupancy rate).

Linden Ponds leases the facility and the property upon which it is
built from Hingham Campus LLC.  Hingham is the owner of the
facility and owns the fee simple interest in the property upon
which the facility is built.  Senior Living Retirement
Communities, LLC, formerly known as Erickson Retirement
Communities, LLC, owns 100% of the membership interests in
Hingham.

Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11
petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on
June 15.  Hingham Campus estimated assets and debts of $100
million to $500 million.  Debt includes $156.4 million owing on
bonds issued by the Massachusetts Development Finance Agency, with
Wells Fargo Bank, National Association, as the bond trustee.

Erickson Retirement Communities sought bankruptcy protection
(Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009.  Erickson,
the owner of 20 senior living facilities, won approval of its
reorganization plan in April 2010.  The Erickson plan provided for
a sale to Redwood Capital, the highest bidder at the auction in
December 2009.  Redwood won the auction with an all-cash bid of
$365 million.

Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds.


HUBBARD PROPERTIES: Committee Can Hire Hill Ward as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 case of Hubbard Properties, LLC, to retain Patrick M.
Mosley, Michael P. Brundage and the law firm of Hill Ward &
Henderson PA as its counsel.

As reported in the Troubled Company Reporter on June 6, 2011, the
firm has agreed to:

    -- analyze all material aspects of the Debtor's financial
       condition and operation of its business with the emphasis
       upon evaluating the propriety of the Debtor's proposed
       plan and negotiation of a plan that is fair and equitable
       to the unsecured creditors;

    -- analyze the insider and affiliate relationships to the
       Debtor, both pre-petition and post-petition to determine
       whether there are any avoidance actions, improprieties or
       other concerns that should be brought to the attention of
       the Court and the creditors;

    -- analyze the actions and activities of secured creditor
       Investor Warranty of America, Inc., to determine whether
       the estate holds any claims, causes of actions or rights
       to set off or other similar remedies that may be exercised
       as to IWA such that the return to unsecured creditors may
       be enhanced; and

    -- pursue, to the extent appropriate, any actions, positions
       or remedies on behalf of all general unsecured creditors
       of the estate such that unsecured creditors shall receive
       the most appropriate and favorable treatment that can be
       achieved under the attendant circumstances of the case.

The hourly rates of the firm's personnel are:

         Michael P. Brundage, Esq.     $400
         Patrick M. Mosley, Esq.       $275
         R. Travis Santos, Esq.        $200

Mr. Brundage,a shareholder of Hill Ward, assured the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                     About Hubbard Properties

Hubbard Properties owns tourist and entertainment center John's
Pass Village in Madeira Beach, Florida.  Hubbard Properties said
it owes $22 million to Investors Warranty of America.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa on Jan. 27, 2011.  David S.
Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A. McPheeters,
Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve as bankruptcy
counsel.  The Debtor also tapped Bacon & Bacon, P.A., as special
counsel; Van Middlesworth and Company, P.A., as accountant; and
Claims Strategies Group, LLC, as claim consultant.  The Debtor
disclosed $12,572,058 in assets and $23,829,629 in liabilities as
of the petition date.

Donald F. Walton, U.S. Trustee for Region 21, appointed three
unsecured creditors to the Official Committee of Unsecured
Creditors in the Debtor's case.  Hill, Ward & Henderson, P.A.,
represents the Committee.


HUBBARD PROPERTIES: Taps Buzbee Law Firm on BP Oil Spill Claim
--------------------------------------------------------------
Hubbard Properties, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida for permission to employ Tony Buzbee
and The Buzbee Law Firm as special counsel in connection with the
assessment and recovery of the Debtor's BP oil spill claim.

The Debtor is a Florida limited liability company that owns and
operates a retail and entertainment complex located in Madeira
Beach, Florida, commonly known as the John's Pass Boardwalk.  The
property consists of approximately 36,359 square feet of retail
space located in five buildings and a 350-car parking garage.

On Jan. 12, 2011, the Debtor submitted a claim in the amount of
$350,000 to the Gulf Coast Claims Facility to recover losses
sustained from the Deepwater Horizon oil spill, which occurred in
April 2010.  The Debtor requires specialized legal assistance to
pursue a recovery on account of the BP Claim.

Caroline Adams, an attorney at Buzbee Law, tells the Court that
Buzbee has agreed to represent the Debtor on a contingency basis:

   a. 20% interest of any monetary recovery on the BP claim which
      results from the outcome from an administrative proceeding
      through the GCCF or related facility;

   b. 33-1/3% interest of any monetary recovery on the BP claim,
      which results after a lawsuit, has been filed on the BP
      claim.

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

Ms. Adams can be reached at:

          THE BUZBEE LAW FIRM
          600 Travis, Suite 7300
          Houston, TX 77002

                      About Hubbard Properties

Hubbard Properties owns tourist and entertainment center John's
Pass Village in Madeira Beach, Florida.  Hubbard Properties said
it owes $22 million to Investors Warranty of America.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa, Florida, on Jan. 27, 2011.
David S. Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A.
McPheeters, Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve
as bankruptcy counsel.  The Debtor also tapped Bacon & Bacon,
P.A., as special counsel; Van Middlesworth and Company, P.A., as
accountant; and Claims Strategies Group, LLC, as claim consultant.
The Debtor disclosed $12,572,058 in assets and $23,829,629 in
liabilities as of the petition date.

Donald F. Walton, U.S. Trustee for Region 21, appointed three
unsecured creditors to the Official Committee of Unsecured
Creditors in the Debtor's case.  Hill, Ward & Henderson, P.A.,
represents the Committee.


HUBBARD PROPERTIES: Trustee Wants Request for Accountant Denied
---------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, asks the U.S.
Bankruptcy Court for the Middle District of Florida to deny
Hubbard Properties, LLC's request to employ Van Middlesworth &
Company, P.A. as accountant to prepare a tax return, assist in
filing a BP oil spill claim, and provide general accounting
support.

The U.S. Trustee explains that by virtue of its potential claim
for services rendered prepetition, VMC is not disinterested as
that term is defined in Section 101(14) of the Bankruptcy Code.

The U.S. Trustee adds that the employment of VMC is not in the
ordinary course and VMC is clearly a professional person.
Consequently, VMC must be retained and meet the requirements of
disinterestedness.

As reported in the Troubled Company Reporter on June 6, 2011, the
firm will assist the Debtor with preparing the Debtor's 2010
tax return, filing the Debtor's BP Oil spill claim, and providing
general accounting support.

The Debtor will pay VMC on a monthly basis for the accounting
services at a blended hourly rate of $165.

VMC holds a claim for amounts due from the Debtor on account of
unpaid pre-petition services rendered in the amount of $18,561.

Guy Van Middlesworth, a Certified Public Accountant and the
president of VMC, assured the Court that the firm is a
"disinterested person" as that term defined in Section 101(14) of
the Bankruptcy Code.

                     About Hubbard Properties

Hubbard Properties owns tourist and entertainment center John's
Pass Village in Madeira Beach, Florida.  Hubbard Properties said
it owes $22 million to Investors Warranty of America.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa on Jan. 27, 2011.  David S.
Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A. McPheeters,
Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve as bankruptcy
counsel.  The Debtor also tapped Bacon & Bacon, P.A., as special
counsel; Van Middlesworth and Company, P.A., as accountant; and
Claims Strategies Group, LLC, as claim consultant.  The Debtor
disclosed $12,572,058 in assets and $23,829,629 in liabilities as
of the petition date.

Donald F. Walton, U.S. Trustee for Region 21, appointed three
unsecured creditors to the Official Committee of Unsecured
Creditors in the Debtor's case.  Hill, Ward & Henderson, P.A.,
represents the Committee.


HUDSON PRODUCTS: S&P Revises Outlook on 'B-' Rating to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Hudson
Products Holdings Inc. to negative from stable and affirmed the
'B-' corporate credit rating on the company.

The rating on the company's senior secured debt remains 'B-', same
as the corporate credit rating on the company. The recovery rating
is '3', indicating S&P's expectation of meaningful (50% to 70%)
recovery in the event of default.

"The negative outlook reflects the weak ACHE pricing environment,
the company's very aggressive debt leverage measures, weak
interest coverage measures, and less than adequate liquidity,"
said Standard & Poor's credit analyst Stephen Scovotti. "The
pricing environment on new ACHE projects has been pressured by
increased competition from South Korean manufacturers in the
Middle Eastern market, and excess capacity in North America. In
addition, Hudson's key credit metrics have deteriorated. We expect
adjusted total debt to EBITDA to be aggressive at more than 10.0x
by year end 2011."

The rating on Hudson Products Holdings Inc. reflects its exposure
to cyclical end markets, limited scale of operations, aggressive
debt leverage, and weak interest coverage. The rating also
reflects Hudson's leading market share, low maintenance capital
spending requirements, and its less-than-adequate liquidity.

The company maintains a leading market position in the axial flow
fan market domestically and globally. It also maintains a good
market position in the ACHE market domestically, although the
company has struggled with its pricing power historically. The
company has been in the ACHE fan business since 1939, resulting in
a large installed base that requires maintenance and replacement
over time; this provides a degree of cash flow stability for its
aftermarket parts and service segment.

The negative outlook reflects the weak ACHE pricing environment,
the company's very aggressive debt leverage measures, weak
interest coverage measures and less than adequate liquidity.

"We will consider a downgrade in the next 12 months if market
conditions continue to weaken and we believe that liquidity would
erode to below $20 million. However, we could revise the outlook
to stable if industry conditions strengthen, such that the company
is able to maintain adjusted debt to EBITDA below 8.0x and EBITDA
to interest coverage stays above 1.2x along with adequate
liquidity," S&P stated.


IMUA BLUEHEN: O'Connor Playdon to Serve as General Counsel
----------------------------------------------------------
Imua Bluehen, LLC, said it requires counsel to advise and
represent it in its Chapter 11 case, including the preparation of
its schedules of assets and liabilities, and statement of
financial affairs, prepare the Monthly Operating Reports and a
Plan of Reorganization.  In this regard, Imua Bluehens seeks to
employ O'Connor Playdon & Guben LLP.

On June 13, 2011, the Debtor paid OPG $30,000 as pre-petition
retainer.

Jerrold K. Guben, Esq., a partner at the firm, attests that OPG is
disinterested within the meaning of Section 101(14) of the
Bankruptcy Code and Rule 2014, F.R.B.P. and does not hold or
represent any interest materially adverse to the interest of the
estate or any class of creditors or members of the Debtor's
limited liability company by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor or
for any other reason.

Honolulu, Hawaii-based Imua Bluehen, LLC, owns the Laniakea Plaza,
a commercial retail operation.  Imua Bluehens filed for Chapter 11
bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on June 17, 2011.
Judge Robert J. Faris presides over the case.  In its petition,
the Debtor estimated assets and debts of $10 million to $50
million.  The petition was signed by James K. Kai, manager.


IMUA BLUEHENS: To File Schedules and Statement by July 18
---------------------------------------------------------
Imua Bluehens, LLC, requested additional time to file its
schedules of assets and liabilities and statement of financial
affairs.  Those financial documents were originally due July 1.
The Debtor is requesting an extension until July 18, saying it
needs extra time to gather the information on its assets and
liabilities to be able to complete and prepare its Schedules and
Statement.

Honolulu, Hawaii-based Imua Bluehen, LLC, owns the Laniakea Plaza,
a commercial retail operation.  Imua Bluehens filed for Chapter 11
bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on June 17, 2011.
Judge Robert J. Faris presides over the case.  In its petition,
the Debtor estimated assets and debts of $10 million to $50
million.  The petition was signed by James K. Kai, manager.


IMUA BLUEHENS: Has Interim OK to Use Greenwich Collateral
---------------------------------------------------------
Imua Bluehens, LLC, won interim authority to use the cash
collateral of its two consensual secured creditors GCCFC 2007-GG11
Ka Uka Boulevard, LLC -- Greenwich -- and the Department of
Taxation, State of Hawaii.  The total scheduled amount due the
Secured Creditors, as of the Petition Date, is roughly $10 million
secured by a First and Second Mortgages, Promissory Note and
Financing Statement.

The Debtor will use the Secured Creditors' Cash Collateral to pay
operating expenses for the period to July 31, 2011, until the
Court schedules a final hearing on its request.

The Debtor proposes to provide adequate protection for the use of
Cash Collateral by providing Greenwich with replacement liens
having the same priority and extent as the Secured Creditor's
existing security interests in its pre-petition collateral, in
each Secured Creditors' collateral and priority and to the same
extent and as its pre-petition liens, and subject to the same
rights and challenges by or on behalf of the Debtor and payment of
$30,000 for the period to July 31, 2011 for 30 days.

The Court set a further hearing for July 18, 2011, at 2:00 p.m. to
consider the Cash Collateral Motion.

Honolulu, Hawaii-based Imua Bluehen, LLC, owns the Laniakea Plaza,
a commercial retail operation.  Imua Bluehens filed for Chapter 11
bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on June 17, 2011.
Judge Robert J. Faris presides over the case.  In its petition,
the Debtor estimated assets and debts of $10 million to $50
million.  The petition was signed by James K. Kai, manager.


JACKSON TRUCK: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jackson Truck & Trailer Repair, Inc.
        P.O. Box 6366
        Pearl, MS 39288-6366

Bankruptcy Case No.: 11-02296

Chapter 11 Petition Date: June 30, 2011

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Judge: Edward Ellington

Debtor's Counsel: J. Walter Newman, IV, Esq.
                  NEWMAN & NEWMAN
                  248 East Capitol Street, Suite 539
                  Jackson, MS 39201
                  Tel: (601) 948-0586
                  Fax: (601) 948-0588
                  E-mail: wnewman95@msn.com

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mssb11-02296.pdf

The petition was signed by Raleigh J. Williams, secretary
treasurer and director.


JOHN BLEAKLEY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: John Bleakley R.V. Center, Inc.
        6200 Fairburn Road
        Douglasville, GA 30134

Bankruptcy Case No.: 11-69006

Chapter 11 Petition Date: June 30, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Cameron M. McCord, Esq.
                  JONES & WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: cmccord@joneswalden.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-69006.pdf

The petition was signed by John Bleakley, CEO/president.


KT SPEARS: Okin Adams Approved to Handle Reorganization Case
------------------------------------------------------------
The Hon. Letitia  Z. Paul of the U.S. Bankruptcy Court for the
Southern District of Texas authorized KT Spears Creek, LLC, to
employ Matthew S. Okin and Okin Adams & Kilmer LLP as bankruptcy
counsel.

As reported in the Troubled Company Reporter on May 23, 2011, Okin
Adams is expected to, among other things:

     a) assist and advise the Debtor in its consultations relative
        to the administration of this case;

     b) assist the Debtor in analyzing the claims of the creditors
        and in negotiating with such creditors; and

     c) assist the Debtor in preparing pleadings and applications
        as may be necessary in furtherance of the Debtor's
        interests and objectives.

The primary attorneys at Okin Adams who will represent the Debtor
and their rates are:

          Matthew S. Okin, partner              $375
          Greg Young, partner                   $350
          Maggie D. Conner, associate           $275

In addition, Okin Adams will charge $95-$130 per hour for the work
of legal assistants on this matter.

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

                        About KT Spears

KT Spears Creek, LLC, is a real estate holding company.  One of
these real estate holding includes an operating apartment complex
and an additional area on which a second apartment complex may be
constructed.  The operating apartment complex, Greenhill Parish
Crossing Apartments Homes, located in Elgin, S.C., is
substantially occupied.  The Debtor's remaining two real estate
holdings are comprised of undeveloped commercial land.

KT Spears Creek filed for Chapter 11 bankruptcy (Bankr. S.D. Tex.
Case No. 11-33991) in Houston, Texas, on May 3, 2011, with Judge
Letitia Z. Paul presiding.  Magdalene Duchamp Conner, Esq., at
Okin Adams & Kilmer LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor disclosed $13,104,543 in assets and
$29,851,834 in liabilities as of the Chapter 11 filing.

No official committee of unsecured creditors has been appointed in
the case.

On Nov. 12, 2010, the Court of Common Pleas appointed Henry W.
Moore of Colliers International as receiver over certain property,
including the Greenhill Apartments and rents and profits
therefrom.


LA FUENTE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: La Fuente, Inc.
          dba La Fuente Primary Home Care
              La Fuente Adult Day Care
        801 W. Expressway 83
        P.O. Box 280
        Sulivan City, Tx 78595

Bankruptcy Case No.: 11-70416

Chapter 11 Petition Date: July 1, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Adolfo Campero, Jr., Esq.
                  CAMPERO & ASSOCIATES, P.C.
                  315 Calle Del Norte, Suite 207
                  Laredo, TX 78041
                  Tel: (956) 796-0330
                  Fax: (956) 796-0399
                  E-mail: acampero@cblawfirm.net

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

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

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

The petition was signed by Noel Arturo Zamora, president.


LAMBUTH UNIVERSITY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lambuth University
        705 Lambuth Blvd.
        Jackson, TN 38301

Bankruptcy Case No.: 11-11942

Chapter 11 Petition Date: June 30, 2011

Court: United States Bankruptcy Court
       Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtor's Counsel: Steven N. Douglass, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  2700 One Commerce Square
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  E-mail: snd@harrisshelton.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/tnwb11-11942.pdf

The petition was signed by Michael E. Keeney, chairman of the
board.


LBCP DEVELOPMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: LBCP Development, LP
        3121 Glenmere Court
        Carrollton, TX 75007-2764

Bankruptcy Case No.: 11-42055

Chapter 11 Petition Date: July 1, 2011

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

Judge: Brenda T. Rhoades

Debtor's Counsel: Larry Kent Hercules, Esq.
                  1400 Preston Road, Suite 400
                  Plano, TX 75093
                  Tel: (972) 964-9757
                  E-mail: lkhercules@yahoo.com

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

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 Jack Melkon Demirjian, manager.


LEE'S FAMOUS RECIPES: Franchiser Files for Chapter 11
-----------------------------------------------------
Lee's Famous Recipes Inc. filed a Chapter 11 petition (Bankr. N.D.
Ga. Case No. 11-68463) on June 24, 2011.  Lee's Famous Recipes,
the franchiser of Lee's Famous Chicken Restaurants, said assets
are less than $10 million while debt exceeds $10 million.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the Fort Walton Beach, Florida-based company said it has 80
franchisees operating 150 stores.  The "vast majority" of the debt
arises from guarantees given in favor of a sister company, Famous
Recipe Co. Operations LLC, which filed under Chapter 11 in
November in Atlanta.

J. Robert Williamson, Esq., at Scroggins and Williamson, in
Atlanta, serves as counsel to the Debtors.

A case summary for Lee's Famous is in the June 28, 2011 edition of
the Troubled Company Reporter.


LEGACY AT JORDAN: Judge Doub Dismisses Chapter 11 Case
------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina dismissed the Chapter 11 case
of the Legacy at Jordan Lake LLC at the behest of the bankruptcy
administrator Marjorie K. Lynch.

The Bankruptcy Administrator told the Court that the Debtor has
failed to timely confirm a plan within the time specified by the
Court, and it does not appear that the Debtor can do so even if
the time is extended.

Ms. Lynch said the Debtor has no property to reorganize at this
time, and the debtor cannot present another plan that would be in
the best interest of creditors.

As reported in the April 25, 2011 edition of the Troubled Company
Reporter, Judge Doub denied confirmation of the Plan of
Reorganization filed by The Legacy at Jordan Lake, LLC, holding
the Debtor has failed to prove that its proposed treatment of
Capital Bank equals the indubitable equivalent of the bank's claim
by even a preponderance of the evidence.  Under Option Two
provided in the Plan, Capital Bank will not receive the
indubitable equivalent of its claim.  The claim of Capital does
not receive fair and equitable treatment under 11 U.S.C. Sec.
1129(b)(2)(A)(iii).

The Debtor filed the Plan and explanatory disclosure statement on
July 23, 2010.  Capital Bank objected; the Bankruptcy
Administrator also responded to the Plan.

                 About The Legacy at Jordan Lake

Headquartered in Apex, North Carolina, The Legacy at Jordan Lake,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. N.C.
Case No. 10-03317) on April 27, 2010.  Trawick H. Stubbs Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company estimated assets and debts
at $10 million to $50 million.


LEHMAN BROTHERS: BofA Moving Quick to Reverse $500MM Judgment
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that three weeks sooner than required, Bank of America NA
filed papers on appeal in U.S. District Court to set aside a
$501.8 million judgment from May in favor of Lehman Brothers
Holdings Inc.  The judgment resulted from what the bankruptcy
judge saw as a violation of the so-called automatic stay that
occurred when the bank swept away funds Lehman was holding in an
account at the bank.  The bank believes the automatic stay didn't
apply and the bankruptcy judge made a mistake when he ruled it
did. In addition to the judgment itself, the Charlotte, North
Carolina-based bank will pay more than $90 million in interest
accruing before the judgment was made in May.

Mr. Rochelle relates that the bank filed its papers in district
court well in advance of the July 22 deadline.  Lehman is required
to file its responsive brief in two months.  Bank of America can
file reply papers one month after Lehman.  As a result, District
Judge Deborah A. Batts will have all the papers by October.

                    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 OK of Settlement With 1107 Broadway
---------------------------------------------------------
Lehman Brothers Holdings Inc. obtained a court order approving a
settlement agreement with 1107 Broadway LLC that would allow the
company to recover its stake in a Manhattan property.

The property is a 16-story building in Manhattan owned by 1107
Broadway which was supposed to be converted into a luxury
condominium through a $343.4 million loan from LBHI.  LBHI
previously sued 1107 Broadway to foreclose the property after the
latter failed to implement its development plan and pay its loan.

The order dated June 16, 2011, approved the settlement which
would allow 1107 Broadway to sell the building to 1107 Broadway
Owner LLC for $161.5 million or to another buyer offering a
higher bid for the property at an auction.  1107 Broadway Owner's
offer will serve as the stalking horse bid at the auction
scheduled for June 29, 2011.

The June 16 order also expunged Claim Nos. 30017, 30018, 30019,
and 30020, and overruled the objection from a group of creditors
led by Paulson & Co. and the California Public Employees
Retirement System.

The group, which calls itself the ad hoc group of Lehman Brothers
creditors, said the settlement is one-sided and more favorable to
1107 Broadway.  It argued that LBHI only stands to recover 47
cents on the dollar on their investment and agrees to accept
"tens of millions less than the market value of the property."

LBHI countered that the group's objection is based on "misleading
assumptions" and does not accurately reflect the likely
recoveries of the company and 1107 Broadway under the settlement
agreement.  The company drew support from the Official Committee
of Unsecured Creditors, which likewise sees the settlement as the
"best available option" to liquidate the company's interest in
the property.

                     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, Judge 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 to Sell Loans to Metlife Bank
------------------------------------------------------------
Judge James Peck approved an agreement which allows Lehman
Brothers Holdings Inc. to sell two portfolios of reverse mortgage
loans to MetLife Bank N.A.

A draft copy of the sale agreement is available for free at
http://bankrupt.com/misc/LBHI_MetLife_SaleAgrmnt_061411.pdf

In a court filing, Ronald Dooley, a director at Alvarez and
Marsal North America, LLC, said LBHI's entry into the sale
agreement is in the best interest of the estate because it will
allow the company to recover an estimated $43.4 million on
account of its interest in the loans.  He further said the sale
will help LBHI rid itself of the obligation to continue to fund
the loans and repurchase certain participation interest in those
loans.

Prior to its bankruptcy filing, LBHI acquired fixed and floating
rate reverse home equity conversion mortgage loans from a
subsidiary, Aurora Bank FSB, which the latter previously acquired
from MetLife's "predecessors in interest."  LBHI then sold
participation interests in the loans, which were securitized
pursuant to a Government National Mortgage Association or "Ginnie
Mae" program.

As the issuer of those securitizations, LBHI retains the
obligations to fund additional draws under the reverse mortgages,
to repurchase or satisfy the participation interests in the
loans, among other things.

Pursuant to the agreement, LBHI will sell to MetLife the
unsecuritized balances of the loans currently in the
securitizations.  The proposed deal also calls for the sale of
loans with respect to which the participation interest therein
was repurchased by LBHI as well as those loans with respect to
which the participation interest is repurchased prior to the
consummation of the transactions contemplated under the deal.

LBHI estimates that the purchase price of the assets to be sold
will be approximately $43.415 million.

                     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, Judge 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: LCPI Settles Claims Against Latshaw Drilling
-------------------------------------------------------------
Judge James Peck approved an agreement which calls for the
settlement of Lehman Commercial Paper Inc.'s claims against
Latshaw Drilling Company LLC and Latshaw Drilling and Exploration
Company Inc.

The claims, each asserting not less than $45,847,390, were filed
in a bankruptcy court in Oklahoma, which oversees Latshaw's
Chapter 11 cases.  The claims stemmed from the 2008 credit
agreement, under which LCPI and two other lenders, Ableco Finance
LLC and A3 Funding LP, agreed to provide financing to Latshaw.

In a court filing, the Official Committee of Unsecured Creditors
in LCPI's Chapter 11 cases expressed support for the approval of
the settlement, saying the deal benefits not only LCPI but each
of the estates by avoiding litigation in the Oklahoma court.

The filing of LCPI's claims drew objection from the Latshaw
entities, which sought to either disallow the claims or recoup
against those claims the damages they incurred from LCPI's
alleged failure to provide financing under the credit agreement.

Under the proposed settlement, LCPI's claims will be reduced and
allowed.  The company will receive a lump-sum payment with
respect to certain payments that were deposited in escrow
pursuant to Latshaw's restructuring plan.  LCPI will also receive
additional payments for its claims over the term of the new
credit agreement, which it entered into with Latshaw and Ableco
in August 2010.

The proposed deal also requires LCPI to file with the Oklahoma
bankruptcy court a supplement to another claim it asserts against
Latshaw for expenses entitled to priority.  The Oklahoma
bankruptcy court will determine the allowed amount of that claim,
which will be added to the principal amount owed to LCPI under
the new credit agreement.

The settlement agreement requires approval of both the Oklahoma
bankruptcy court and the New York bankruptcy court, which
oversees LCPI's Chapter 11 case.

The payments made by Latshaw under the proposed settlement and
the new credit agreement will be distributed to LCPI's creditors,
according to Howard Liao, Senior Vice-President for LAMCO LLC's
Private Equity and Principal 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, Judge 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 OK to Terminate SASCO 2008-C2 Securitization
------------------------------------------------------------------
Lehman Commercial Paper Inc. and Lehman Brothers Holdings Inc.
collectively own all of the notes and preferred interests issued
by SASCO 2008-C2, LLC, a special purpose entity formed to hold
interests in commercial real estate loans and other assets and to
issue securities supported by the cashflows from those interests.

The Debtors have determined that the value of the underlying real
estate assets can be maximized through active management, which
is impeded at times by the current structure of the SASCO
securitization.

LCPI is the holder of Notes issued by SASCO with an outstanding
amount of $433.7 million as of April 2011, and all of the
Preferred Interests issued by SASCO.  LBHI is the holder of Notes
issued by SASCO with an outstanding amount of $1.048 billion as
of April 2011.

The Debtors accordingly sought and obtained approval of an
agreement terminating the SASCO securitization.  The agreement was
entered into among LCPI, LBHI, SASCO, Wells Fargo Bank, National
Association, as trustee, paying agent, calculation agent,
custodial securities intermediary and notes registrar under the
transaction document, and as successor to Wachovia Bank, National
Association, as advancing agent and servicer under the
transaction documents, and TriMont Real Estate Advisors, Inc., as
special servicer under the transaction documents.

Pursuant to the Termination Agreement, LCPI and LBHI will pay,
pro rata in proportion to each of their holdings of the notes
issued by SASCO, all amounts payable, either directly or out of
cash flow from SASCO's assets, by SASCO to each of Wells Fargo,
the Servicer and TriMont under the terms of the transaction
documents and each party will be terminated.  Following the
contemplated transactions, SASCO will continue to hold its
interests in the Underlying Assets and LBHI or LCPI will retain
the substantially identical economic interests in SASCO and the
Underlying Assets as they currently hold.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
contends that the transactions will enable the Debtors to achieve
their overall business plan for the Underlying Assets and are in
the best interests of their bankruptcy estate and creditors.
Accordingly, he insists that the motion should be granted.

                     Termination Agreement

The salient terms of the Termination Agreement are:

  A. Termination of the SASCO Transaction Documents.  Each of
     these documents will be terminated and have no further
     force or effect:

     * Indenture, dated as of May 22, 2008, among SASCO,
       Wachovia, Wells Fargo;

     * Administrative Agency Agreement, dated as of May 22,
       2008, among SASCO and Lehman Commercial Paper Inc., as
       successor to Lehman Brothers Inc.;

     * Preferred Interests Paying Agency Agreement, dated as of
       May 22, 2008 among SASCO and Wells Fargo;

     * the Securities Account Control Agreement, dated as of May
       22, 2008 among SASCO and Wells Fargo; and

     * Servicing Agreement, dated as if May 22, 2008 among LBHI,
       LCPI, SASCO, Wachovia, Wells Fargo and TriMont;

  B. Notes and Preferred Interests.  LBHI and LCPI will deliver
     the Notes and the Preferred Interests to Wells Fargo and
     Wells Fargo will cancel the Notes and the Preferred
     Interests;

  C. Releases.  Each of LCPI, LBHI and SASCO will release each
     of Wells Fargo, the Servicer and Trimont from all
     liability, expenses and claims of any kind arising under or
     related to the Indenture, the obligations thereunder,
     including the obligation to make payments on the Notes, or
     the Transaction Documents, their negotiation, execution,
     performance, any breaches, or their termination pursuant to
     the Termination Agreement, other than claims arising from
     gross negligence or willful misconduct of Wells Fargo, the
     Servicer and Trimont.

     Each of Wells Fargo, the Servicer and Trimont will release
     each of LCPI, LBHI and SASCO from all liability, expenses
     and claims of any kind arising under or related to the
     Indenture, the obligations thereunder, including the
     obligation to make payments on the Notes, or the
     Transaction Documents, their negotiation, execution,
     performance, any breaches, or their termination pursuant to
     the Termination Agreement, other than claims arising from
     gross negligence or willful misconduct of LCPI, LBHI and
     SASCO, except TriMont will continue to receive workout fees
     in connection with the Hilton Loans and The Point Loan,
     since the rights to these fees survive the termination of
     the Servicing Agreement.

     Wells Fargo will release its lien on the Underlying Assets;

  D. Outstanding Fees and Expenses.  LBHI and LCPI will pay
     these amounts to the applicable party on the Termination
     Date pro rata in proportion to each of their holdings of
     the Notes:

     Wells Fargo: $62,117
     Servicer: $17,607,355
     TriMont: $275,785

     The amounts may be increased by the amounts of fees,
     accrued through the Termination Date, and expenses that are
     billed within 90 days after the date of the Termination
     Agreement.

     The amounts represent the total amounts owing to the
     parties under the Transaction Documents; and

  E. Claims Filed Against Debtors Relating to SASCO.  Wells
     Fargo, at the direction of LBHI and LCPI, will withdraw
     with prejudice all filed proofs of claim filed against any
     of the Debtors based on the Transaction Documents and the
     SASCO securitization.

Jeffrey Fitts, a Managing Director with Alvarez & Marsal Real
Estate Advisory Services, filed with the Court a declaration in
support of the request.  He currently serves as the Co-Head of
Lehman's real estate group.  He discloses that he is overseeing a
number of Lehman employees, who have been actively involved in
finalizing the terms of the transactions described in the motion.

                     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, Judge 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: BTMU Objects to Settlement With ANZ
----------------------------------------------------
The Bank of Tokyo-Mitsubishi UFJ, Ltd., objects to the settlement
between James Giddens, as the SIPA Trustee for Lehman Brothers
Inc., and Australia and New Zealand Banking Group Limited.  BTMU
also objects to dismissing ANZ from the interpleader adversary
proceeding with Case No. 08-01759.

BTMU asserts that if ANZ is dismissed from the Interpleader
Action, any order approving the settlement agreement should
include a decretal paragraph reserving rights and providing that
the settlement shall not in any way affect the rights of any of
the remaining interpleader defendants, including BTMU.  Among
other things, the Order should provide that ANZ is subject to
discovery as if it remained a party, BTMU asserts.

Had discovery not been stayed for almost two years, ANZ would
have been subject to discovery as a party, BTMU tells the Court.
ANZ should therefore continue to be subject to discovery, as a
party, even if dismissed from the interpleader action, BTMU
further asserts.

BTMU is represented by:

  Peter Feldman, Esq.
  John Bougiamas, Esq.
  Ottenbourg, Steindler, Houston & Rosen, P.C.
  230 Park Avenue
  New York, New York 10169-0075
  Tel: (212)661-9100

                        The Settlement

The trustee of Lehman Brothers Inc. has asked the Bankruptcy Court
to approve a settlement he entered into with Australia and New
Zealand Banking Group Limited.  The LBI Trustee also asks the
Court to dismiss ANZ from the interpleader adversary proceeding
with Case No. 08-01759 in connection with ANZ's assignment to the
Trustee of its rights and claim in the adversary proceeding.

Prior to the Petition Date, Lehman Brothers Inc., Lehman Brothers
Holding Inc., and Lehman Commercial Paper Inc. entered into an
unsecured continuing reimbursement agreement with ANZ, providing
that ANZ would issue standby letters of credit at the application
of LBI, LBHI, LCPI in exchange for certain reimbursement
obligations.

At the request of LBI, ANZ issued two irrevocable letters of
credit in favor of the Options Clearing Corporation, totaling
$20,679,000.  At the request of LBHI, ANZ also issued two
irrevocable standby letters of credit, totaling $12,588,235.

On September 16, 2008, ANZ sent a letter to LBI declaring that
LBHI's Chapter 11 filing was an event of default and demanded
that LBI deposit cash collateral with ANZ.  In response, LBI
deposited cash collateral amounting to $33,285,235.

On the Petition Date, OCC demanded a complete draw down of the
OCC LCs, which total $20,697,000.  ANZ complied with the demand
and transferred the amount to OCC.  ANZ reimbursed itself for the
draw down of the OCC LCs by transferring the OCC Security
Deposit, included in the Cash Collateral Transfers, to its own
account.

Also, LBI maintained a Vostro Account with ANZ at all material
times to allow LBI to settle transactions in Australian Dollars.
On June 25, 2010, the LBI Trustee contacted ANZ to close-out the
Account and turn over the remaining funds in the Account.  In
response, ANZ transferred AU$328,250,026.45 to the LBI Trustee,
which represented the amount on deposit in the Account less the
sum of AU$70,000,000.  ANZ asserted that it was entitled to
retain the "Holdback" amount in connection with potential rights
of set-off as to claims that the LBI Trustee might pursue against
ANZ.

After engaging in discussions and negotiations, the LBI Trustee
and ANZ have entered into the settlement agreement, which seeks a
full and final resolution of any claims between them.

Pursuant to the settlement, ANZ agrees to convert the remainder
of the funds in the Vostro account to U.S. dollars and agrees to
pay the LBI Trustee $10,000,000 in settlement of the LBI
Trustee's potential claims.

In the event ANZ is dismissed from the litigation, ANZ will
assign to LBI all its rights and claims to the funds subject to
the interpleader.  ANZ is permitted to establish a cash reserve
from proceeds of the account to pay its costs and expenses, and
reasonable fees and expenses of its U.S. counsel in the
litigation capped at either (i) $250,000 in the event ANZ is
dismissed in the litigation or (ii) $1,000,000 in the event ANZ
is not dismissed in the litigation.  In addition, ANZ is
permitted to reserve for fees and expenses of its U.S. counsel
capped at $400,000.

LBI and ANZ also agreed to exchange mutual releases regarding all
claims with respect to their transactions.

                     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, Judge 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)


LENOX 126: Sec. 341 Meeting of Creditors Today
----------------------------------------------
The U.S. Trustee for Region 2 adjourned the meeting of creditors
in the Chapter 11 case of Lenox 126 Realty to July 6, 2011, at
11:00 a.m.  The meeting of creditors was originally scheduled for
June 24.

Staten Island-based real estate investor Lorenzo De Luca, through
his Lenox 126 Realty LLC, filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 11-12275) on May 12, 2011, to block a
foreclosure sale at his apartment building at 321 Lenox Avenue in
New York.  Mr. De Luca paid $9.1 million for the building in 2006.
Mr. De Luca defaulted on a $7.5 million loan from Chinatrust bank,
which later sold the first mortgage to Delshah Capital.  In March,
State Supreme Court Justice Jane Solomon ordered the property be
sold at auction.

In its schedules, Lenox 126 Realty disclosed $10,377,689 in assets
and $14,718,905 in liabilities as of Chapter 11 filing.  Judge
Sean H. Lane presides over the case.


LENOX 126: Wants Access to Griffon Heights' Cash Collateral
-----------------------------------------------------------
Lenox 126 Realty LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York to authorize the use of its
property's rents until Aug. 11, 2011.

The Debtor has been unable to obtain financing from any other
source for meeting its expenses.  Thus, the Debtor intends to
enter into a consensual cash collateral order with the lender.

The Debtor owns a parcel of real property located at 101 West
126th Street, also known as 321 Lenox Avenue, New York City.  The
property is a 6 story apartment building, with 32 residential
units, 2 commercial units, and 2 cell towers.  The property has a
$9,000,000 value based upon purchase offers for the property
received within the last two months.

The property is encumbered by real estate tax, water and sewer
liens in the amount of approximately $316,400.  Griffon Heights
LLC, the lender, asserts a first mortgage claim in the amount of
$10,521,505.

The property is also encumbered by a second mortgage in the amount
of approximately $3,093,642 which the Debtor estimates is
completely unsecured.  In addition, the Debtor's general unsecured
creditors have claims totaling  approximately $679,983.  The
unsecured claims, together with mortgage deficiency claims, total
approximately $5,241,444.

The Debtor relates that its use of cash collateral in the ordinary
course of business will allow the Debtor to preserve and protect
the property, and thus the Debtor will be protecting the lender's
collateral, including cash collateral, so that it does not decline
in value during the case.

                      About Lenox 126 Realty

Staten Island-based real estate investor Lorenzo De Luca, through
his Lenox 126 Realty LLC, filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 11-12275) on May 12, 2011, to block a
foreclosure sale at his apartment building at 321 Lenox Avenue in
New York.  Mr. De Luca paid $9.1 million for the building in 2006.
Mr. De Luca defaulted on a $7.5 million loan from Chinatrust bank,
which later sold the first mortgage to Delshah Capital.  In March,
State Supreme Court Justice Jane Solomon ordered the property be
sold at auction.

In its schedules, Lenox 126 Realty disclosed $10,377,689 in assets
and $14,718,905 in liabilities as of Chapter 11 filing.  Judge
Sean H. Lane presides over the case.


LINDEN PONDS: Taps North Shores Consulting as Bond Consultant
-------------------------------------------------------------
Linden Ponds, Inc., asks the Bankruptcy Court for permission to
employ Thomas L. Brod t/a North Shores Consulting as bond
consultant.

Mr. Brod will serve as Linden Ponds' business representative with
respect to restructuring its 2007 bonds and replacing those bonds
by the issuance of replacement bonds to be known as the 2011
bonds.  He has been working with Linden Ponds in the restructuring
of its debts and obligations for several months.

The 2007 bonds were issued for the benefit of Linden Ponds by the
Massachusetts Development Finance Agency and amounted to
$156,365,000.  The bond trustee, Wells Fargo Bank, National
Association, has indicated that events of default under the 2007
Bonds have occurred including (i) the failure of Linden Ponds to
make the principal and interest payments due to the Bond Trustee
on March 15, 2011; (ii) failure to reimburse Sovereign Bank under
the letter of credit agreement for the principal component of a
draw made on March 1, 2011; and (iii) the failure of Linden Ponds
to deposit initial entrance deposits with the Bond Trustee,
commencing December 2010, when Linden Ponds began escrowing the
IEDs to provide further assurance to prospective residents.

Prior to these defaults, Linden Ponds and Hingham Campus LLC
entered into negotiations with the Bond Trustee, Sovereign and
certain holders of the outstanding 2007 Bonds.  On April 5, 2011,
the Debtors, the Bond Trustee, the Bank and the Consenting
Holders executed a non-binding agreement to, among other things,
(i) conduct an out-of-court exchange offer whereby the 2007 Bonds
would be exchanged for new bonds to be issued by the Massachusetts
Development Finance Agency or amended 2007 Bonds -- 2011 Bonds --
and certain promissory notes to be issued by Linden Ponds and (ii)
simultaneously solicit votes for a prepackaged plan of
reorganization under chapter 11 of the Bankruptcy Code on
substantially the same terms as the exchange offer and provide all
of the Debtors' other creditors with payment in full.

The Restructuring Term Sheet conditioned consummation of the
exchange offer on the tender of 98% of the 2007 Bonds and
contemplated that a prepackaged plan of reorganization would be
filed if a lesser amount of 2007 Bonds were tendered.  The Bank
and the Consenting Holders collectively held or had voting
authority with respect to roughly 75% of the outstanding 2007
Bonds.

After several months of extensive negotiations and the drafting of
substantially all of the documents required to commence
solicitation related to the exchange offer and the prepackaged
plan of reorganization, the Bank demanded a term in the deal which
was inconsistent with the Restructuring Term Sheet and that
neither the Debtors nor the Consenting Holders could accept.  As a
result, in May 2011, the Bank withdrew its support of the exchange
offer or the prepackaged plan.

On June 8, 2011, the Debtors and the Consenting Holders entered
into the Restructuring, Lockup, Plan Support and Forbearance
Agreement.  The Consenting Holders agreed to, among other things,
support the Debtors use of cash collateral and their efforts to
obtain DIP financing in connection with a chapter 11 case.  The
Consenting Holders, which entities hold roughly 62% of the Series
2007 A Bonds and roughly 40% of all of the 2007 Bonds, have agreed
to support and vote in favor of the Debtors' Joint Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code, filed on
the Petition Date.

Pursuant to the Plan, the only three classes of Claims entitled to
vote thereon are the Class 2 Series 2007 A Bond Claims, the Class
3 Series 2007 B/C Bond Claims -- which also includes certain
claims held by Sovereign Bank pursuant to a letter of credit
agreement -- and the Class 6 Manager Claims.  All of the Debtors'
other creditors will be paid in full.

Under the Plan, all interests in Hingham will either be
transferred to Linden Ponds or extinguished (with Hingham's assets
transferred to Linden Ponds).

The Bank, which has ultimate beneficial interest in and authority
to vote the Class 3 Series 2007 B/C Bond Claims, has advised the
Debtors that it will not support the Plan.  However, if the Bank
does not vote in favor of the Plan, the Debtors intend to seek
confirmation of the Plan pursuant to section 1129(b) of the
Bankruptcy Code with respect to the Class 3 Series 2007 B/C
Claims.

The holder of the Class 6 Manager Claims has consented to the
treatment of the Claims under, and is expected to vote in favor
of, the Plan.

The Debtors are all but certain to have at least two of the three
impaired classes under the Plan accept the Plan.

Linden Pond proposes to pay Mr. Brod $300 per hour for his
services.  Prior to the Petition Date, Mr. Brod devoted 20 hours
per week in consulting services to the Debtor.

Linden Pond does not seek authority to engage Mr. Brod as a
professional under section 327 of the Bankruptcy Code.  Instead,
the Debtor seeks to retain Mr. Brod pursuant to section 363 of the
Bankruptcy Code.  The Debtor proposes that it compensate Mr. Brod
weekly for the services he provides.

According to Linden Ponds, Mr. Brod was involved in the management
of retirement communities and CCRCs, and was the first executive
director of Charlestown Retirement Community, a position he held
from 1984 to 1986.  Charlestown was the first CCRC developed by
Senior Living Retirement Communities, LLC, formerly known as
Erickson Retirement Communities, LLC, which owns 100% of the
membership interests in Hingham Campus LLC.

From 1995 to 2008, Mr. Brod was a managing director of Ziegler
Capital Markets, an investment bank specializing in health care
and senior living.  Ziegler was retained by Linden Ponds as the
underwriter for the 2007 Bonds when they were issued.  Mr. Brod
was the manager of the Ziegler financing team with respect to the
issuance and sale of the 2007 Bonds, and in that capacity, he was
responsible for the bond financing and, among other
responsibilities with respect to the Linden Ponds engagement, he
met with institutional investors, certain of whom still own 2007
Bonds.

From 2008 to 2010, Mr. Brod was employed by Senior Living as
Executive Vice President, Finance.  After the confirmation of
Senior Living's Plan of Reorganization in April 2010, Mr. Brod
began consulting with Erickson Living Management, LLC, with
respect to the restructuring of the 2007 Bonds.  ELM had acquired
certain of Senior Living's assets in conjunction with the
confirmation of the Senior Living Plan, and ELM has been the
manager of the Linden Ponds facility and operations since the
confirmation of the Senior Living Plan.

Since November 2010, Mr. Brod has been the lead negotiator for
Linden Ponds with respect to restructuring the 2007 Bonds.  He was
paid by ELM through March 2011 as it was felt that an out-of-court
restructuring was possible.  As the services being provided by Mr.
Brod were ultimately for the benefit of Linden Ponds, starting in
April 2011, Mr. Brod has been paid by Linden Ponds, but does have
a laptop, a cell phone and an e-mail address which are provided by
ELM.

               About Linden Ponds and Hingham Campus

Linden Ponds Inc. operates a 108-acre continuing care retirement
community located at 300 Linden Ponds Way in Hingham,
Massachusetts.  The facility has 988 independent living units
(with an occupancy rate of 87.9%) and 132 skilled nursing beds
(68% occupancy rate).

Linden Ponds leases the facility and the property upon which it is
built from Hingham Campus LLC.  Hingham is the owner of the
facility and owns the fee simple interest in the property upon
which the facility is built.  Senior Living Retirement
Communities, LLC, formerly known as Erickson Retirement
Communities, LLC, owns 100% of the membership interests in
Hingham.

Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11
petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on
June 15.  Hingham Campus estimated assets and debts of $100
million to $500 million.  Debt includes $156.4 million owing on
bonds issued by the Massachusetts Development Finance Agency, with
Wells Fargo Bank, National Association, as the bond trustee.

Erickson Retirement Communities sought bankruptcy protection
(Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009.  Erickson,
the owner of 20 senior living facilities, won approval of its
reorganization plan in April 2010.  The Erickson plan provided for
a sale to Redwood Capital, the highest bidder at the auction in
December 2009.  Redwood won the auction with an all-cash bid of
$365 million.

Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds.


LINDEN PONDS: Schedules Filing Deadline Extended Until Oct. 12
--------------------------------------------------------------
Hingham Campus LLC and Linden Ponds Inc. won an extension of their
deadline to file their schedules of assets and liabilities,
schedules of current income and current expenditures, schedules of
executory contracts and unexpired leases, statements of financial
affairs and lists of equity holders until the earlier of:

     -- Oct. 12, 2011, the 120th day after the Extension Motion
        was filed; and

     -- the first date set for the hearing on confirmation of the
        Debtors' Plan of Reorganization.

In requesting the extension, the Debtors said one of the primary
justifications for requiring the filing of Schedules and
Statements does not exist in their cases. The Debtors explained
that they have already negotiated a plan of reorganization and,
out of the three impaired classes entitled to vote under the Plan,
62% of the aggregate amount of claims in Class 2 and 100% of the
claims in Class 6 have indicated that they will accept the Plan.
The third impaired class of claims entitled to vote consists of
Sovereign Bank, which holds the ultimate beneficial interest in
and authority to vote the Class 3 Claims, and which was intimately
involved in the negotiation of the Plan.

The Debtors also pointed out that much of the information that
would be contained in the Schedules and Statements is already
available in the Disclosure Statement For Debtors' Joint Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code, dated
June 14, 2011. To require the Debtors to file the Schedules and
Statements would be duplicative and unnecessarily burdensome to
the Debtors' estates.

               About Linden Ponds and Hingham Campus

Linden Ponds Inc. operates a 108-acre continuing care retirement
community located at 300 Linden Ponds Way in Hingham,
Massachusetts.  The facility has 988 independent living units
(with an occupancy rate of 87.9%) and 132 skilled nursing beds
(68% occupancy rate).

Linden Ponds leases the facility and the property upon which it is
built from Hingham Campus LLC.  Hingham is the owner of the
facility and owns the fee simple interest in the property upon
which the facility is built.  Senior Living Retirement
Communities, LLC, formerly known as Erickson Retirement
Communities, LLC, owns 100% of the membership interests in
Hingham.

Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11
petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on
June 15.  Hingham Campus estimated assets and debts of $100
million to $500 million.  Debt includes $156.4 million owing on
bonds issued by the Massachusetts Development Finance Agency, with
Wells Fargo Bank, National Association, as the bond trustee.

Erickson Retirement Communities sought bankruptcy protection
(Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009.  Erickson,
the owner of 20 senior living facilities, won approval of its
reorganization plan in April 2010.  The Erickson plan provided for
a sale to Redwood Capital, the highest bidder at the auction in
December 2009.  Redwood won the auction with an all-cash bid of
$365 million.

Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds.


LINDEN PONDS: Employs Whiteford Taylor as Bankruptcy Counsel
------------------------------------------------------------
Linden Ponds, Inc., requires the assistance of counsel to pursue a
successful reorganization of its debts and to assist the Debtor
with the performance of its duties.  The Debtor also requires
counsel to among other things, assist it in fulfilling its duties
under state and federal laws, advise it on the legal aspects of
contracts, leases, financings, and other business matters, defend
the Debtor in litigation and to prosecute litigation on its
behalf.  In this regard, the Debtor seeks to hire Whiteford,
Taylor & Preston L.L.P. as its legal counsel.

Whiteford Taylor has received from the Debtor and is presently
holding $52,000 as retainer.  Its principal attorneys designated
to represent the Debtor and their existing standard hourly rates
chargeable to the Debtor range from $320 to $580.  The paralegals
likely to assist these attorneys bill at a standard hourly rate of
$250 per hour.

Martin T. Fletcher, Esq., managing partner at Whiteford Taylor,
attests that his firm has no connection with the Debtor, its
creditors or any other party-in-interest in these cases, their
attorneys or accountants, the United States Trustee, or any person
employed in the office of the United States Trustee.  WTP
represents no interest adverse to the Debtor or to the Debtor's
estate in the matters upon which WTP is to be engaged.  WTP is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

               About Linden Ponds and Hingham Campus

Linden Ponds Inc. operates a 108-acre continuing care retirement
community located at 300 Linden Ponds Way in Hingham,
Massachusetts.  The facility has 988 independent living units
(with an occupancy rate of 87.9%) and 132 skilled nursing beds
(68% occupancy rate).

Linden Ponds leases the facility and the property upon which it is
built from Hingham Campus LLC.  Hingham is the owner of the
facility and owns the fee simple interest in the property upon
which the facility is built.  Senior Living Retirement
Communities, LLC, formerly known as Erickson Retirement
Communities, LLC, owns 100% of the membership interests in
Hingham.

Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11
petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on
June 15.  Hingham Campus estimated assets and debts of $100
million to $500 million.  Debt includes $156.4 million owing on
bonds issued by the Massachusetts Development Finance Agency, with
Wells Fargo Bank, National Association, as the bond trustee.

Erickson Retirement Communities sought bankruptcy protection
(Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009.  Erickson,
the owner of 20 senior living facilities, won approval of its
reorganization plan in April 2010.  The Erickson plan provided for
a sale to Redwood Capital, the highest bidder at the auction in
December 2009.  Redwood won the auction with an all-cash bid of
$365 million.

Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds.


LINDEN PONDS: Hiring McGuire Craddock as Local Counsel
------------------------------------------------------
Linden Ponds, Inc., seeks the Court's authority to hire McGuire,
Craddock & Strother, P.C., as local counsel for Whiteford, Taylor
& Preston LLP, its lead counsel.

MCS has received from the Debtor and is presently holding $25,000
as retainer.  MCS's principal attorneys designated to represent
the Debtor and their existing standard hourly rates chargeable to
the Debtor range from $250 to $415.  The paralegals likely to
assist these attorneys bill at an hourly rate of $175 per hour or
less.

MCS has represented other not-for-profit debtors in the bankruptcy
cases of (i) Erickson Retirement Communities, the prior manager
and developer of Linden Ponds and Hingham Campus LLC's direct
parent company, and (ii) two of Erickson's other direct
subsidiaries, Lincolnshire Campus, LLC and Naperville Campus, LLC,
along with the not-for-profit operators of their respective
Sedgebrook and Monarch Landing campuses, Sedgebrook, Inc. and
Monarch Landing, Inc.  According to Linden Ponds, the Erickson and
Lincolnshire Campus et al. Cases were similarly situated to its
case.  Moreover, MCS is quite knowledgeable regarding the Debtor's
business operations.

J. Mark Chevallier, Esq., a shareholder at MCS, attests that his
firm has no connection with the Debtor, its creditors or any other
party-in-interest in these cases, their attorneys or accountants,
the United States Trustee, or any person employed in the office of
the United States Trustee; represents no interest adverse to the
Debtor or to the Debtor's estate in the matters upon which MCS is
to be engaged; and is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code.

               About Linden Ponds and Hingham Campus

Linden Ponds Inc. operates a 108-acre continuing care retirement
community located at 300 Linden Ponds Way in Hingham,
Massachusetts.  The facility has 988 independent living units
(with an occupancy rate of 87.9%) and 132 skilled nursing beds
(68% occupancy rate).

Linden Ponds leases the facility and the property upon which it is
built from Hingham Campus LLC.  Hingham is the owner of the
facility and owns the fee simple interest in the property upon
which the facility is built.  Senior Living Retirement
Communities, LLC, formerly known as Erickson Retirement
Communities, LLC, owns 100% of the membership interests in
Hingham.

Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11
petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on
June 15, 2011.  Hingham Campus estimated assets and debts of $100
million to $500 million.  Debt includes $156.4 million owing on
bonds issued by the Massachusetts Development Finance Agency, with
Wells Fargo Bank, National Association, as the bond trustee.

Erickson Retirement Communities sought bankruptcy protection
(Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009.  Erickson,
the owner of 20 senior living facilities, won approval of its
reorganization plan in April 2010.  The Erickson plan provided for
a sale to Redwood Capital, the highest bidder at the auction in
December 2009.  Redwood won the auction with an all-cash bid of
$365 million.

Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds.


LITTLE REST: Creditor Oxana Adler Withdraws Involuntary Petition
----------------------------------------------------------------
Petitioning creditor Oxana Adler, LLM, notified the U.S.
Bankruptcy Court for the Southern District of Florida of her
withdrawal and voluntary dismissal of her involuntary petition
filed against Fisher Island Investments, Inc., Mutual Benefits
Offshore Fund, Ltd., and Little Rest Twelve, Inc.

Ms. Adler asks that the Court order voluntary dismissal and
withdrawal of her joinder in the involuntary petition.

As reported in the Troubled Company Reporter on April 25, 2011,
the Debtors had asked the Court to dismiss the involuntary
Chapter 11 case filed by its creditors.

Solby+Westbrae Partners, 19 SHC Corp., Ajna Brands Inc., 601/1700
NBC LLC, Axafina Inc. and Oxana Adler LLM filed a petition on
March 17, 2011, to force Little Rest and its two affiliates into
an involuntary bankruptcy.

In a court filing, Little Rest said the claims asserted by the
creditors are subject to a "bona fide dispute" and does not meet
the requirement of Section 303(b) of the Bankruptcy Code that
petitioning creditors must have undisputed claims.

Little Rest is questioning in particular the authenticity of a
promissory note made in January 2009, which, the company believes,
is a fraud.

Three of the petitioning creditors, Solby+Westbrae, 19 SHC and
601/1700 NBC, claim to hold a debt stemming from the assignment of
that note.

Little Rest also argued that the petitioning creditors' claims in
the aggregate fail to meet the minimum threshold claim amount of
$14,425 pursuant to Section 303(b).  The company further said that
the petition was filed in bad faith and was intended to prevent
the New York Supreme Court from ruling in a lawsuit, styled Little
Rest Twelve Inc., et al. v. Raymond Visan, et al., which would
determine the issue of ownership and control of the company.

In a related development, Little Rest's affiliate Mutual Benefits
Offshore Fund Ltd., filed court papers in its Chapter 11 case
calling for the dismissal of the creditors' involuntary petition.

Ms. Adler is represented by:

          Craig A. Pugatch, Esq.
          RICE PUGATCH ROBINSON & SCHILLER, P.A.
          101 N.E. Third Avenue, Suite 1800
          Fort Lauderdale, FL 33301
          Tel: (954) 462-8000
          Fax: (954) 462-4300

                       About Fisher Island

Solby+Westbrae Partners; 19 SHC, Corp.; Ajna Brands, Inc.;
601/1700 NBC, LLC; Axafina, Inc.; and Oxana Adler, LLM, filed an
involuntary Chapter 11 petition against Miami Beach, Florida-based
Fisher Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-
17047) on March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases of the Debtors.


LV KAPOLEI: Taps Carlsmith Ball to Aid in Declaration Enforcement
-----------------------------------------------------------------
LV Kapolei 54, LLC, asks the U.S. Bankruptcy Court for the
District of Hawaii for permission to employ Carlsmith Ball, LLP,
as ordinary course professional.

The Debtor, as the declarant and project coordinator of Kapolei
Business Park, Phase I, requires assistance of legal counsel with
regard to the enforcement of declaration.

The Debtor proposes to pay Carlsmith firm's fees and expenses in
the ordinary course from the maintenance fees collected from the
owners of Phase I without the necessity of seeking Court approval
of the fees and expenses.

Mark k. Murakami Esq., a partner at Carlsmith firm, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                     About LV Kapolei 54, LLC

San Francisco, California-based LV Kapolei 54, LLC, is the
declarant and project coordinator of Kapolei Business Park, Phase
1.  The Company filed for Chapter 11 bankruptcy protection (Bankr.
D. Hawaii Case No. 11-00981) on April 8, 2011.  James A. Wagner,
Esq., at Wagner Choi & Verbrugge, serves as the Debtor's
bankruptcy counsel.  The Company disclosed $35,162,973 in assets
and $23,955,318 in liabilities as of the Chapter 11 filing.

No committee of unsecured creditors has been appointed in the
case.


MAINSTAY FUNDS: Plans to Liquidate 130/130 Grow Fund
----------------------------------------------------
Armie Margaret Lee at MFWire.com reports that MainStay Funds is
planning to shutter its 130/30 Growth Fund this fall.  The fund
board last week approved a proposal to liquidate the fund, which
has AUM of $4.2 million.

The liquidation will take place on or about Sept. 30, 2011,
MFWire.com says.

According to MFWire.com, New York Life's mutual fund arm has two
other 130/30 offerings in its lineup: MainStay 130/30 Core and
130/30 International. MainStay offers a total of more than 40
mutual funds.


MAJESTIC TOWERS: SulmeyerKupetz, P.C. OK'd as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Majestic Towers, Inc., to employ SulmeyerKupetz, P.C.,
as general bankruptcy counsel.  The firm can be reached at:

         Victor A. Sahn, Esq.
         Mark S. Horoupian, Esq.
         Avi E. Muhtar, Esq.
         SULMEYERKUPETZ, A Professional Corporation
         333 South Hope Street, Thirty-Fifth Floor
         Los Angeles, CA 90071-1406
         Tel: (213) 626-2311
         Fax: (213) 629-4520
         E-mail: vsahn@sulmeyerlaw.com
                 mhoroupian@sulmeyerlaw.com
                 amuhtar@sulmeyerlaw.com

As reported in the Troubled Company Reporter on June 14, 2011, SK
will be representing the Debtor in the Chapter 11 proceedings.

Victor A. Sahn, a member at SK, told the Court that the hourly
rates of the SK's personnel are:

       Attorneys:
         Richard G. Baumann                      $575
         Howard M. Ehrenberg                     $625
         Asa S. Hami                             $405
         Mark S. Horoupian                       $540
         David S. Kupetz                         $625
         Daniel A. Lev                           $540
         Elissa D. Miller                        $540
         Avi E. Muhtar                           $290
         Jeffrey M. Pomerance                    $475
         Dean G. Rallis, Jr.                     $640
         Victor A. Sahn                          $650
         John M. Samberg                         $510
         Alan G. Tippie                          $650
         Marcus A. Tompkins                      $400
         Steven F. Werth                         $420

       Retired Trustee:
         Arnold L. Kupetz                        $750

       Law Clerk:
         Elizabeth Z. Jiang                      $125

       Paralegals:
         John Baer                               $195
         Myrna R. Richardson                     $195
         Ann l. Sokolowski                       $195

       Paralegal Clerk:
         Essy A. Waldrop                          $85

       Trustee Administrator:
         Lupe V. Perez                           $175
         Lorraine L. Robles                      $175

       Members and Senior Counsel:           $510 - $750
         of Counsel                              $475
         Associates                          $290 - $420

Mr. Sahn assured the Court that SK is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                   About Majestic Towers, Inc.

Los Angeles, California-based, Majestic Towers, Inc., filed for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 11-28407) on
April 28, 2011.  Bankruptcy Judge Sheri Bluebond presides the
case.  Victor A. Sahn, Esq., and Mark S. Horoupian, Esq., at
Sulmeyerkupetz, A Professional Corporation, in Los Angeles,
California, serve as the Debtor's counsel.  The Debtor estimated
assets and debts at $10 million to $50 million.


MARYLAND PAVING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Maryland Paving & Sealant, Inc.
        11035 Guilford Road
        Annapolis Junction, MD 20701

Bankruptcy Case No.: 11-23633

Chapter 11 Petition Date: June 30, 2011

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Nancy D. Greene, Esq.
                  SEEGER FAUGHNAN MENDICINO PC
                  21355 Ridgetop Circle, Suite 110
                  Dulles, VA 20166
                  Tel: (571) 434-7590
                  Fax: (571) 434-9006
                  E-mail: greene@sfmlawfirm.com

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

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

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

The petition was signed by Stephen Stanley, president.


MBIA INC: New York Court Reinstates Bank Lawsuit
------------------------------------------------
Mark E. Ruquet at PropertyCasualty360.com reports that the
New York Court of Appeals ruled that a group of banks can go ahead
with their lawsuit against MBIA, which questions the validity of
the break-up of the insurer.

In a 5-2 vote, PropertyCasualty360.com relates, the court ruled in
the case (No. 124 ABN AMRO Bank, N.V./Barclays Bank PLC v. MBIA
Inc.) that the banks can pursue their claim that the split of MBIA
into two companies left the bank policyholders with an insolvent
company that would be unable to pay claims.

According to PropertyCasualty360.com, the court said there was no
legal basis to "extinguish the historic rights of policyholders to
attack fraudulent transactions."

The court, says PropertyCasualty360.com, ruled that former
New York State Superintendent of Insurance Eric Dinallo was in his
right to proceed with the split of the company, but there is
nothing under the Debtor and Collection Law to prevent the banks
from pursuing their case.

The court did dismiss the plaintiff's claim of action for unjust
enrichment.

As reported in the Troubled Company Reporter on June 24, 2011,
American Bankruptcy Institute said New York's highest court was
asked by Bank of America Corp., UBS AG and other institutions to
reinstate their lawsuit claiming that MBIA Inc.'s 2009
restructuring was intended to defraud policyholders.

PropertyCasualty360.com discloses that MBIA was split into two
companies in 2009, with National Public Finance Guarantee, holding
onto the company's healthy portfolio of municipal bond insurance.
The second company, MBIA Insurance, retains the structured-finance
policies that became toxic with the housing implosion during the
great recession.

Headquartered in Armonk, New York, MBIA Inc. (NYSE:MBI) --
http://www.mbia.com/-- provides financial guarantee insurance,
investment management services, and municipal and other services
to public finance and structured finance clients on a global
basis.


MICHIGAN TECH: S&P Affirms 'BB+' Rating on Series 2006 Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook to
negative from stable and affirmed its 'BB+' rating on Michigan
Public Educational Facilities Authority, Mich.'s series 2006
limited obligation revenue bonds, issued for Michigan Tech
Academy.

"The outlook is negative because we believe the debt structure
presents high risk and there is a pending expiration of the
academy's letter of credit, as well as additional debt plans
within the next year," said Standard & Poor's credit analyst
Carolyn McLean.

Credit factors supporting the rating include Standard & Poor's
assessment of the academy's:

    Limited demand and relatively low performance required the
    closure of the high school in summer 2010;

    Limit on the revenue pledge to pay debt service of 20% of per
    pupil revenues although once the school reaches maximum annual
    debt service (MADS), debt service will be close to 10% of
    state aid;

    Pending cuts in per pupil funding in the state of Michigan;

    Risky debt structure including variable-rate debt supported by
    an LOC that expires in one year and with an interest rate swap
    and additional debt plans within the next year;

    Improved but still below-average cash position; and

    Inherent uncertainty associated with charter renewals given
    that the final maturity of the bonds exceeds the time horizon
    of the existing charter.

In S&P's view, these weaknesses are balanced by the academy's:

    Historically strong enrollment and test scores in kindergarten
    through eighth grade;

    Good relationship with the charter authorizer, Central
    Michigan University;

    Improved financial operations following termination of
    management contract;

    Adequate MADS coverage and carrying charge for the category;

    Recent charter renewal in 2011 that does not expire until
    2015; and

    Full faith and credit pledge to make payments in support of
    debt service.

The negative outlook reflects Standard & Poor's expectation that
the academy will issue additional debt within one year that could
have a negative effect on MADS coverage and the carrying charge.
Standard & Poor's also believes additional debt could further
pressure an already relatively weak cash position.

According to Standard & Poor's a downgrade could occur if the
school does not reach adequate debt service and MADS coverage, the
cash position further erodes, or management is unable to make cuts
to reach balanced operations, or the pending refinancing is
unsuccessful. A return to a stable outlook is possible if the
academy demonstrates the ability to reach adequate coverage,
balanced operations, and a successful refinancing. Standard &
Poor's also expects the academy will maintain a reasonable
carrying charge and strong demand and test scores.


MILLENNIUM GLOBAL: Seeks Recognition of Bermuda Liquidation
-----------------------------------------------------------
Millennium Global Emerging Credit Master Fund Ltd. and its
affiliated feeder fund filed petitions under Chapter 15 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 11-13171 and
11-13172) on June 30 in Manhattan for protection from creditors.

The two Millennium entities were a pair of Bermuda-based funds
created to invest in sovereign and corporate debt instruments.
They were once affiliated with U.K. investment manager Millennium
Global Investments Ltd.  The two Funds were ill-equipped to
survive the financial downturn of late 2008.  They went into
liquidation in Bermuda in October 2008 following default with
their prime brokers.

Michael W. Morrison, Charles Thresh and Richard Heis at KPMG
Advisory Ltd. -- the court-appointed liquidators and foreign
representatives of the Millennium funds in proceedings pending
before the Supreme Court of Bermuda, Commercial Court -- filed the
Chapter 15 petition.  They are asking the U.S. Bankruptcy court to
enter an order recognizing the Bermuda proceedings as "foreign
main proceedings".

Following their appointment, the Joint Liquidators commenced an
investigation into the financial affairs of the Funds and found
discrepancies in certain asset valuations.

In November 2008, the Joint Liquidators reported to investors that
the Funds' books and records indicated that the value of the
Master Fund as of September 30, 2008, was $738,209,753.  However,
after the provision of close-out statements by counterparties it
became apparent that the Funds in fact owed over $150 million to
counterparties.

According to Bloomberg News, the liquidators said they have
collected about $22 million in assets for the two funds and have
about $170 million in claims filed by prime brokers and swap
counterparties.  The creditors include prime brokers Credit Suisse
and Citigroup Inc.  The liquidators haven't yet made a
determination on the claims, Mr. Morrison said, according to Dow
Jones' Daily Bankruptcy Review.

DBR also reported that investor Pontifex Partners LLC in 2009 sued
Millennium and principal Michael Balboa, accusing them of relying
on "outright lies and material omissions" -- like that the funds
were performing well and were relying on a certain investment
strategy when in fact that strategy had changed -- to induce its
$1.5 million investment.  DBR said Millennium moved to dismiss the
suit.  In 2010, the parties struck a deal to dismiss the suit with
prejudice, court papers show, meaning Pontifex can't bring the
same suit again.

Pontifex's attorney wasn't available to comment Friday, DBR said.

Through their investigation, the Joint Liquidators uncovered
evidence that certain of the securities purchased by the Funds had
been overvalued. The Joint Liquidators are continuing to
investigate the effect of these valuation discrepancies.

The Liquidators say the Chapter 15 relief would allow them to
continue their investigation and, if necessary, commence
litigation in the United States.

The Liquidators said they filed for Chapter 15 relief both to
assist their investigations and to "uncover additional claims
against U.S. entities arising out of the misevaluation" of assets.

The Chapter 15 case summary for Millennium Global Emerging Credit
Master Fund Ltd. and Millennium Global Emerging Credit Fund
Limited is in the July 5, 2011 edition of the Troubled Company
Reporter.


MINNESOTA: Gov't Operations Closed Amid Budget Talks Impasse
------------------------------------------------------------
The Wall Street Journal's Amy Merrick reports that the state of
Minnesota closed its government Friday, the beginning of its
fiscal year, after Democratic Gov. Mark Dayton and Republicans
controlling the legislature were unable to agree on how to close a
$5 billion gap in the state's two-year budget.  Mr. Dayton wants
the state to spend $35.7 billion over the next two years, while
Republicans favor a $34 billion spending plan.

The Journal reports that more than 20,000 state workers were
furloughed Friday and told to apply for unemployment benefits, and
state parks were closed.  Critical institutions such as state
prisons, courts and the highway patrol continued operating.  The
Minnesota Zoo reopened Sunday morning after a judge ruled the zoo
does not need lawmakers' permission to use money collected from
parking, admissions and concessions.

The Journal also reports the Canterbury Park horse-racing track
was denied approval to reopen for the critical holiday weekend.
The track canceled races and expects to lose $1 million per week
in gambling and concession revenue while the government remains
shut, Chief Executive Randy Sampson said.

According to the Journal, the governor wanted a break in
negotiations until at least Tuesday, said Michael Brodkorb, a
spokesman for the state's Republican senators.  GOP lawmakers met
at the Capitol over the weekend to work on offers that Mr. Dayton
might accept, he said.


MMFX CANADIAN: Court Approves BAI as Investment Advisor
-------------------------------------------------------
The United States Bankruptcy Court Central District of California
has approved MMFX Canadian Holdings, Inc.'s application to employ
Business Associates International, LLC as investment advisor.

As reported in the Troubled Company Reporter on June 13, 2011,
MMFX Canadian Holdings Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Central District of California for
permission to employ Business Associates International, LLC, as
investment advisor.

BAI will provide investment services in order to assist the
Debtors in the identification and solicitation of a Successful Bid
in connection with the Debtors' Investment Banking Process.  BAI
will not conduct its own investment banking process.  Its role
will be limited to the introduction of certain investors to the
Debtors.  BAI's primary responsibility will be to act as a feeder
for the existing Investment Banking Process, and to draw on its
expertise, connections and experience in order to tap into a sub-
set of investors that may not have been reached by KPMGCF.

BAI's sole form of compensation will be a transaction fee equal to
4% of the Transaction value, subject to these conditions:

1. Introduction by BAI: The bidder under the Transaction is
   introduced to the investment in the Debtors by BAI and not
   by KPMGCF.  If KPMGCF has already reached out to the potential
   bidder as part of the Investment Banking Process, then BAI
   will not be entitled to any compensation in connection
   with such bidder.

2. Minimum Bid: The Transaction provides for payment on or before
   Aug. 5, 2011, of cash consideration available for immediate
   distribution on account of the DIP Loan, Allowed Administrative
   Claims, Allowed Secured Claims, Allowed Priority Tax Claims,
   Allowed Priority Non-Tax Claims, Allowed General Unsecured
   Claims, and allowed subordinated unsecured claims.  These
   amounts are currently estimated to total approximately $59
   million (though the actual amount may be determined to be
   higher or lower), and include these:

   a. $45.5 million on account of Fourth Third's Allowed Claim
      (the "Fourth Third Discounted Payoff", which represents
       an agreed, discounted payoff solely under Scenario A,
       provided payment is received in good and sufficient funds
       on or before Aug. 5, 2011), plus

   b. $8.5 million on account of Investment Funding's Allowed
      Claim (the "Investment Funding Discounted Payoff" which
      represents an agreed, discounted payoff provided payment
      is received in good and sufficient funds on or before
      Aug. 5, 2011), plus

   c. reimbursement of Fourth Third's and Investment Funding's
      reasonable documented expenses incurred directly relating
      to pursuit of the Plan up to an aggregate cap of $175,000
      (the "Reimbursement Cap"); plus

   d. a cash reserve to provide for all Disputed Claims; plus

   e. an amount to be determined by the Proponents to allow the
      estates to object to Claims and make distributions if the
      Successful Overbid does not contemplate confirmation of
      the Plan.

   The minimum cash component of any bid is currently estimated
   as (in millions):

     (i) Administrative claims (est.) $1.0

    (ii) DIP loan (est.) $1.6

   (iii) Fourth Third and Investment Funding claims $54.0

    (iv) All other claims (secured/unsecured) (est.) $2.1

3. Qualified Bidder: Any party making a bid must be first
   designated as a Qualified Bidder, which determination will be
   made in consultation with all Proponents.  For purposes of the
   Plan or any auction, "Qualified Bidder" shall mean that such
   bidder must:

   a. be able to demonstrate the financial capacity to consummate
      the contemplated transaction on or before Aug. 5, 2011;

   b. be reasonably likely, able, and willing to consummate the
      transaction on or before Aug. 5, 2011;

   c. pay a good faith cash deposit in the form of a cashier's
      check or wire transfer in an amount not less than the
      greater of $1,000,000 or 2% of the total consideration
      offered (upon a Qualified Bidder being  declared the
      winning and best bid at auction or otherwise, the
      Qualified Bidder's deposit shall become non-refundable
      and credited toward the purchase price, after which date,
      Fourth Third and Investment Funding shall be entitled to
      reimbursement of reasonable expenses incurred directly
      relating to their pursuit of the Plan up to the
      Reimbursement Cap).

4. Other Bid Requirements: In order to be considered, each bid
   must:

   a. make an irrevocable offer in the form of an executed
      agreement;

   b. not contain any financing or due diligence contingencies;

   c. be a binding and unconditional commitment to close and fund
      a transaction by Aug. 5, 2011, subject only to entry of
      appropriate orders by the Bankruptcy Court; and

   d. be on terms that are consistent with the treatment of
      Allowed Administrative Claims, Allowed Secured Claims,
      Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims
      and Allowed General Unsecured Claims as set for in Plan
      Scenario A in the Plan.

5. Selection of Successful Bid: The decision regarding the best
   bid will be made by the Debtors in their sole discretion,
   provided that no bid may be considered unless (i) it is made
   by a Qualified Bidder, (ii) it meets the Minimum Bid and Other
   Bid Requirements, and (iii) satisfies the Transaction Fee, and
   provided that the Committee, Fourth Third, and Investment
   Funding shall retain standing to object to the Successful Bid
   on any and all grounds. If the bid of the investor introduced
   by BAI does not satisfy both the Minimum Bid and the
   Transaction Fee, the estate may not consider such bid as a
   Successful Bid, and in such event, BAI shall not be entitled to
   any compensation from the estates. If the Committee, Fourth
   Third, Investment Funding, or any or all of them, raise an
   objection to a Successful Bid, and such objection is the sole
   cause of a delay of the consummation of the transaction
   outlined by the Successful Bid and such objection is also
   ultimately overruled by the Court, then the resultant delay
   caused by such objection shall not be considered in determining
   whether the timelines set forth in the Plan have been met,
   provided, however, the timeline for payment of the Fourth Third
   Discounted Payoff and the Investment Funding Discounted Payoff
   will not be extended unless Fourth Third and Investment
   Funding (and not the Committee) raised the overruled objection
   to the Successful Bid.

6. Transaction Fee: In the event a Transaction closes that
   satisfies all the foregoing requirements, and satisfies both
   the Minimum Bid and the Transaction Fee, and the consideration
   for such Transaction is received by the Debtors in immediately
   available funds on or before Aug. 5, 2011, then BAI will be
   entitled to receive a Transaction Fee calculated as 4% of the
   cash proceeds actually paid to the Debtors (or other
   consideration satisfactory to BAI provided such consideration
   does not exceed 4% of the cash proceeds actually paid to the
   Debtors).

The Debtors assure the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.
                         About MMFX

Irvine, California-based MMFX International Holdings, Inc., and
MMFX Canadian Holdings, Inc., filed for Chapter 11 protection
(Bankr. C.D. Calif. Case Nos. 10-10085 and 10-10083) on Jan. 5,
2010.  Margaret M. Mann, Esq., at Sheppard Mullin Richter &
Hampton LLP represents the Debtors in their restructuring efforts.
MMFX Int'l and MMFX Canadian estimated assets and debts at $50
million to $100 million as of the Chapter 11 filing.


MMK INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MMK Investments, LP
        dba Highland Hills Apartments
        445 South Beverly Drive, Suite 300
        Beverly Hills, CA 90212

Bankruptcy Case No.: 11-38680

Chapter 11 Petition Date: July 2, 2011

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

Judge: Richard M. Neiter

Debtor's Counsel: Charles Shamash, Esq.
                  CACERES & SHAMASH LLP
                  8200 Wilshire Blvd., Suite 400
                  Beverly Hills, CA 90211
                  Tel: (310) 205-3400
                  Fax: (310) 878-8308
                  E-mail: cs@locs.com

Scheduled Assets: $2,000,001

Scheduled Debts: $1,416,149

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-38680.pdf

The petition was signed by Moussa Kashani, designated party.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Moussa Kashani                         10-54460   10/15/2010
Las Vegas Apartments, LLC              09-32896   08/26/2009
Peak Properties, LLC                   10-28771   05/11/2010
Russell Avenue Apartments, LLC         09-40619  11/03/2009
San Marino Properties, LLC             09-40614  11/03/2009
Cedros Propertlies, LLC                10-26785  04/27/2010
Dallas MMK Enterprises, LP             11-29615  05/05/2011


MONTE BELLO: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Monte Bello Ventures LLC
        4423 Leonetti Lane
        Dickinson, TX 77539

Bankruptcy Case No.: 11-80352

Chapter 11 Petition Date: July 1, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Paul

Debtor's Counsel: Melissa Ann Botting, Esq.
                  1414 S Friendswood Dr
                  Friendswood, TX 77546
                  Tel: (281) 992-7600
                  Fax: (281) 482-8088
                  E-mail: mabotting@mindspring.com

Scheduled Assets: $1,741,000

Scheduled Debts: $1,118,206

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-80352.pdf

The petition was signed by Ronald Pucek, manager.


MSR RESORT: Plan Filing Deadline Extended to Sept. 29
-----------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York extended to September 29, 2011, the exclusive
plan filing period for MSR Resort Golf Course LLC and its debtor
affiliates.  The Debtors' exclusive solicitation period is also
extended through and including November 28, 2011.

As previously reported by The Troubled Company Reporter on
June 17, 2011, the Debtors entered into a stipulation with Midland
Loan Services, Inc., 450 Lex Private Limited and C Hotel Mezz
Private Limited, Metropolitan Life Insurance Company together with
its wholly-owned subsidiary MLIC Asset Holdings II LLC, Five Mile
Capital SPE B LLC, and the official committee of unsecured
creditors in the Debtors' cases, for the extension of the
exclusive periods.

                        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.


NEBRASKA BOOK: Final Hearing on DIP Loan Request Set for July 21
----------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware scheduled a final hearing on July 21, 2011, at 3:00
p.m., on the request of Nebraska Book Company, Inc., and its
debtor affiliates to obtain $200 million in debtor-in-possession
loans from a group of lenders led by JP Morgan Chase Bank, N.A, as
administrative agent.

Judge Walsh, on June 28, authorized the Debtors, on an interim
basis, to obtain $125 million of the DIP loans for working capital
and other general corporate purposes.  Objections to the final
approval of the DIP request are due July 18.

The DIP Facility consists of a $75 million revolving loan with a
base rate of +2.50% per annum and a $125 million term loan with a
base rate of +6.0% per annum.

All of the DIP obligations will constitute allowed senior
administrative expense claims.

Carve-Out means (a) any fees payable to the Clerk of Court and to
the Office of the U.S. Trustee; (b) up to $5,000,000 of allowed
fees, expenses and disbursements of professionals retained by the
Debtors or any official committee; and (c) any expenses incurred
by any Chapter 7 trustee provided those expenses do not exceed
$100,000 in the aggregate.

As security for the DIP Obligations, the DIP Lenders are granted a
first priority lien on all of the Debtors' property, a junior lien
on all of the Debtors' property that is subject to valid liens in
existence immediately prior to the Petition Date, and a first
priority lien on all Prepetition Collateral.

According to Marc Kieselstein, P.C., Esq., at Kirkland & Ellis
LLP, in New York, the Debtors are confident that their operational
initiatives will stabilize their financial performance and
position them in the marketplace for the long-term but the Debtors
still faced the near-maturity of $200 million in secured second
lien notes.  In light of this pending maturity, the Debtors'
publishers expressed concern regarding the Debtors' ability to
honor their obligations for the "back-to-school" textbook and
merchandise purchaser.

A full-text copy of the Interim DIP Order is available for free
at http://ResearchArchives.com/t/s?7660

A full-text copy of the DIP Motion and the Budget is available for
free at http://bankrupt.com/misc/NEBRASKABOOK_dipfinancing.pdf

                    About Nebraska Book Company

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the petition date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.


NEBRASKA BOOK: Can Use Cash Collateral Until July 21
----------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware authorized, on an interim basis, Nebraska Book
Company, Inc., and its debtor affiliates to use cash collateral
securing their prepetition debt obligations until the culmination
of the final hearing on their request set for July 21, 2011.

Marc Kieselstein, P.C., Esq., at Kirkland & Ellis LLP, in New
York, said the Debtors' continued use of Cash Collateral is
necessary to seamlessly transition their business into Chapter 11
at this critical stage in their business cycle and ultimately
reorganize in a successful and expedient manner.

The Debtors agree to provide adequate protection to their
prepetition secured lenders for the priming of their existing
liens on the collateral securing their loans to the Debtors.

Objections to the final approval of the Debtors' cash collateral
use are due July 18.

A full-text copy of the Interim Cash Collateral Order is available
for free at http://ResearchArchives.com/t/s?7660

A full-text copy of the DIP Motion and the Budget is available for
free at http://bankrupt.com/misc/NEBRASKABOOK_dipfinancing.pdf

                    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.


NEWLEAD HOLDINGS: PwC S.A. Raises Going Concern Doubt
-----------------------------------------------------
NewLead Holdings Ltd. filed on July 1, 2011, its annual report on
Form 20-F for the fiscal year ended Dec. 31, 2010.

PricewaterhouseCoopers S.A., in Athens, Greece, expressed
substantial doubt about NewLead Holdings' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred a net loss and has negative cash flows from
operations

The net loss for the year ended Dec. 31, 2010, and for the periods
from Jan. 1, 2009, to Oct. 13, 2009, and from Oct. 14, 2009, to
Dec. 31, 2009, was US$94.8 million, US$125.8 million and
US$37.9 million, respectively.  These losses included income from
discontinued operations of US$2.8 million for the year ended
Dec. 31, 2010, and losses of US$30.3 million and US$2.0 million
for the periods from Jan. 1, 2009, to Oct. 13, 2009, and from
Oct. 14, 2009, to Dec. 31, 2009, respectively, which were related
primarily to the Company's strategic decision to exit from the
container market.

Comparison between these two years is of limited value as a result
of the recapitalization on Oct. 13, 2009.  The period from Jan. 1,
2009, to Oct. 13, 2009 (prior to the recapitalization) is reported
as the predecessor period and the period from Oct. 14, 2009, to
Dec. 31, 2009 (after the recapitalization) is reported as the
successor period.

The Company's balance sheet at Dec. 31, 2010, showed
US$761.7 million in total assets, US$686.1 million in total
liabilities, and stockholders' equity of US$75.6 million.

A copy of the Form 20-F is available at http://is.gd/I2WMOt

Headquartered in Piraeus, Greece, NewLead Holdings Ltd. (NASDAQ:
NEWL) is an international, vertically integrated shipping company
that owns and manages product tankers and dry bulk vessels.  As of
June 29, 2011, NewLead controlled 22 vessels, of which 19 are in
operation, including six double-hull product tankers, 13 dry bulk
vessels and three dry bulk newbuilds.


NNN 2400: Obtains Approval of Stipulation with Lender
-----------------------------------------------------
NNN 2400 West Marshall Drive 19, LLC sought and obtained approval
from Judge Margaret M. Mann of the U.S. Bankruptcy Court for the
Southern District of California of a stipulation it entered with
MLMT 2005-CIP1 West Marshall Drive, LLC.

The parties agree:

   (1) The Lender will (i) provide to the Debtor a loan history,
       with a full accounting of payments received and applied
       under the Note and an interest calculation based on the
       non-default contract rate and (ii) apply all proceeds from
       the property currently held in suspense to pay accrued
       interest at the non-default contract rate under the Note.

   (2) The Lender's motion to lift the automatic stay is granted
       in part and denied in part.  The Lift Stay Motion is
       denied and the automatic stay is continued through
       December 1, 2011, provided the Parties comply with all
       applicable provisions of the Parties' Stipulation.

   (3) The Lift Stay Motion is granted and the automatic stay is
       annulled effective December 2, 2011, and the Court denied
       the Debtor's motion to hold in contempt the Lender for
       violation of the automatic stay, unless by December 1,
       2011, the Debtor tenders to the Lender the full amount due
       under the Note as of December 1, 2011.  The Amount Due will
       include all reasonable attorneys' fees and costs sought by
       the Parties associated with the default under the Note and
       this bankruptcy proceeding.

   (4) The Debtor and the Lender will meet and confer promptly to
       agree on the Amount Due.  If the parties are unable to
       agree on the Amount Due by July 15, 2011, they will
       schedule the proceedings with the Court as are necessary to
       promptly determine the Amount Due.

   (5) If the Debtor timely tenders the Amount due to the Lender,
       the Lender will through escrow promptly re-convey to the
       Debtor and the non-Debtor tenants-in-common: (i) all
       interest in the Property that the Lender obtained through
       the foreclosure of the non-Debtor tenant-in-common
       interests; and (ii) the Lender's security interest in the
       Property and other collateral securing the Note.  Upon
       timely conveyance by the Lender of those interests, the
       Court will deny the Contempt Motion.  If the Debtor timely
       tenders the Amount Due to the Lender and the Lender
       subsequently fails to re-convey the interests, the Court
       will determine that the February 1, 2011 foreclosure sale
       of the non-Debtor tenant-in-common interests in the
       Property is void, and will schedule proceedings to consider
       the Contempt Motion.

   (6) To secure repayment of the Note, the Lender will have a
       prepetition and postpetition lien on all prepetition and
       postpetition income from the Property on or after the
       Petition Date.

   (7) The Debtor will, without further order of the Court, pay
       the Lender, or permit Lender to be paid, the regular
       monthly payment specified in the Note at the non-default
       rate of interest specified in the Note.  The Lender will
       apply those payments pursuant to the terms of the Note;
       provided, however, that the Lender will apply monthly rent
       proceeds received on and after June 1,2011 to pay monthly
       interest on the Note at the non-default contract rate.  The
       Lender also will advise the Debtor of the status of lease
       payments on a monthly basis.

   (8) The Debtor will timely file monthly operating reports and
       timely pay quarterly United States Trustee Fees, each
       pursuant to applicable United States Trustee guidelines,
       effective with the entry of the Parties' Stipulation.

   (9) No mineral or surface interests, or leasehold interests
       related thereto, or royalty interests regarding the
       Property will be conveyed or permitted to be conveyed by
       the Debtor prior to the tender to Lender of the Amount Due.

  (10) The Lender's motion to dismiss the Debtor's Chapter 11 case
       is denied, without prejudice to its being renewed upon a
       material change in facts and circumstances

                 About NNN 2400 West Marshall 19

NNN 2400 West Marshall 19, LLC, filed for Chapter 11 bankruptcy
(Bankr. S.D. Calif. Case No. 11-01454) on Jan. 31, 2011.  Its
primary, if not sole, asset is an undivided 6.375% tenant-in-
common interest in real and personal property, known as Lockheed
Martin Office/Tech Center, located at 2400 West Marshall Drive, in
Grand Prairie, Texas.  The sole tenant of the Property, Lockheed
Martin Corporation, has a leasehold interest with a three-month
cancellation provision.  In its schedules, the Debtor disclosed
$11 million in total assets consisting of the TIC; and
$6.875 million in total liabilities.  Darvy Mack Cohan, Esq. --
dmc@cohanlaw.com -- serves as the Debtor's bankruptcy
counsel.counsel.


NORTEL NETWORKS: Seeks to Expand Retention of Ernst & Young
-----------------------------------------------------------
BankruptcyData.com reports that Nortel Networks filed with the
U.S. Bankruptcy Court a request to expand the retention of Ernst &
Young (Contact: James E. Scott) to include certain services
related to the reporting of foreign bank accounts at the following
hourly rates: partner at $640, executive director at $545, senior
manager at $540, manager at $430, senior at $300 and staff at
$170.

                       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.


NOT JUST TRUCKING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Not Just Trucking, LLC
        1200 South Main Street, Unit 8
        Waterbury, CT 06704

Bankruptcy Case No.: 11-31783

Chapter 11 Petition Date: June 30, 2011

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Debtor's Counsel: George C. Tzepos, Esq.
                  LAW OFFICES OF GEORGE C. TZEPOS
                  444 Middlebury Road
                  Middlebury, CT 06762
                  Tel: (203) 598-0520
                  Fax: (203) 598-0522
                  E-mail: zepseven@sbcglobal.net

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

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

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

The petition was signed by John V. Dwyer.


NXT ENERGY: KPMG LLP Raises Going Concern Doubt
-----------------------------------------------
NXT Energy Solutions Inc. filed on June 30, 2011, its annual
report on Form 20-F for the fiscal year ended Dec. 31, 2011.

KPMG LLP, in Calgary, Canada, expressed substantial doubt about
NXT Energy's ability to continue as a going concern.  The
independent auditors noted that the Company has accumulated losses
of C$6.86 million and has cash outflows from operating activities
of C$5.27 million over the two years ended Dec. 31, 2010.

The Company reported a net loss of C$4.45 million on C$443,011 of
revenue in 2010, compared with a net loss of C$2.41 million on
C$3.68 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
C$2.05 million in total assets, C$649,869 in total liabilities,
and stockholders' equity of C$1.40 million.

A copy of the Form 20-F is available at http://is.gd/ay9atx

Based in Calgary, Canada, NXT Energy Solutions Inc (TSX-V: SFD;
OTC BB: NSFDF) provides airborne detection solutions for the oil
and gas industry.  NXT's proprietary airborne Stress Field
Detection ("SFD(R)") survey system provides a unique survey method
that remotely identifies potential traps and reservoirs.


OFFSHORE WARRIORS: U.S. Trustee Wants Case Dismissed or Converted
-----------------------------------------------------------------
Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, asks the
U.S. Bankruptcy Court for the Western District of Louisiana to
dismiss or in the alternative, convert the Chapter 11 case of
Offshore Warriors, Inc., to one under Chapter 7 of the Bankruptcy
Code.

The U.S. Trustee explains that the Debtor has recently sold or
entered into a contract to sell its primary asset -- a 61-acre
tract of land with improvements situated in St. Martinville,
Louisiana.  The U.S. Trustee notes that without the primary asset,
the Debtor has no realistic prospect for on-going operations or
rehabilitation.  Upon information and belief, the Debtor does not
intend to remain in chapter 11 and propose a plan of
reorganization, the U.S. Trustee said.

The U.S. Trustee can be reached at:

         Leonard W. Copeland, Esq.
         Office of U. S. Trustee
         300 Fannin Street, Suite 3196
         Shreveport, LA 71101
         Tel: (318) 676-3456
         Direct Tel: (318) 676-3484
         Fax: (318) 676-3212

                   About Offshore Warriors, Inc.

Lafayette, Louisiana-based Offshore Warriors, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 10-
51881) on Dec. 7, 2010.  William C. Vidrine, Esq., at Vidrine &
Vidrine Law Firm, serves as the Debtor's bankruptcy counsel.
According to its schedules, the Debtor disclosed $12,313,694 in
total assets and $6,589,547 in total liabilities.


OLD MILL: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Old Mill Properties, LLC
        P.O. Box 1904
        Greenville, NC 27835

Bankruptcy Case No.: 11-05080

Chapter 11 Petition Date: July 1, 2011

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

Scheduled Assets: $2,534,132

Scheduled Debts: $3,771,137

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb11-05080.pdf

The petition was signed by R. Kelly Barnhill, Jr., member/manager.


OLEANDER GARDENS: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Oleander Gardens, LLC
        14915 Henderson Avenue
        Bakersfield, CA 93314

Bankruptcy Case No.: 11-17556

Chapter 11 Petition Date: July 1, 2011

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

Judge: W. Richard Lee

Debtor's Counsel: T. Scott Belden, Esq.
                  KLEIN, DENATALE, GOLDNER, ET. AL.
                  4550 California Avenue, 2nd Floor
                  Bakersfield, CA 93309-1172
                  Tel: (661) 395-1000

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/caeb11-17556.pdf

The petition was signed by Baby Kurian, manager.


ORIGINAL DESIGNER: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Original Designer Homes, Inc.
          fka Designer Homes, Inc.
        414 Isolde Drive
        Houston, TX 77024

Bankruptcy Case No.: 11-35515

Chapter 11 Petition Date: June 30, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  E-mail: margaret@mmmcclurelaw.com

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

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

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

The petition was signed by Tracey L. Freezia, president.


PARKWAY PROFESSIONAL: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Parkway Professional Center, LLC
        5353 Alpha Road #200
        Dallas, TX 75240

Bankruptcy Case No.: 11-42069

Chapter 11 Petition Date: July 1, 2011

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

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.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 five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txeb11-42069.pdf

The petition was signed by Harold O. Baeck, managing member.


PAULINE STONE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Pauline A. Stone Revocable Trust U/T/A dated 8-30-99
        Pauline A. Stone, Trustee
        3512 Eaton Road
        Green Bay, WI 54311

Bankruptcy Case No.: 11-30406

Chapter 11 Petition Date: June 30, 2011

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Lawrence G. Vesely, Esq.
                  OLSON, KULKOSKI, GALLOWAY & VESELY, S.C.
                  416 South Monroe Avenue
                  P.O. Box 368
                  Green Bay, WI 54305
                  Tel: (920) 437-5405
                  E-mail: larry@veselylaw.com

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

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

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

The petition was signed by Pauline A. Stone, trustee.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Growing Time Nursery School, Inc.      11-28992   06/02/11
Pauline A. Stone                       11-28999   06/03/11


PHILLIPS RENTAL: Interim Access to Cash Collateral Expires July 29
------------------------------------------------------------------
Judge Marcia Phillips Parsons of the U.S. Bankruptcy Court for the
Eastern District of Tennessee scheduled for July 26, 2011 at 9:00
a.m., a final hearing to consider Phillips Rental Properties,
LLC's continued use of cash collateral.

The bankruptcy judge has already authorized the Debtor, on an
interim basis, to use cash collateral in accordance with a budget,
through and including July 29, 2011.

The Debtor is authorized to pay the estimated expenses that are
necessary to prevent immediate and irreparable harm to the
Debtor's estate during the Budget period.  The Debtor's estimated
income and expenses are identified in the income and expense
Budget.  Any variance in the expense figures set forth in the
Interim Budget in excess of 10% will require approval by the
Court.

The U.S. Trustee for Region 16 and the Internal Revenue Service
reserve the right to object to the claim or any security interest
of Bank of Tennessee, Carter County Bank, Citizens Bank, Eastman
Credit Union, First Tennessee Bank, Regions Bank and TriSummit
Bank further reserve any and all rights.

A copy of the Budget is available for free at:

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

                About Phillips Rental Properties

Piney Flats, Tennessee-based Phillips Rental Properties, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53129) on Dec. 7, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's bankruptcy counsel. According to its schedules, the
Debtor disclosed $13,499,682 in total assets and $9,650,892 in
total liabilities.  No unsecured creditors committee has been
appointed in the case.


PJ FINANCE: Has Until Oct. 3 to Assume or Reject Leases
-------------------------------------------------------
At PJ Finance Company, LLC and its debtor affiliates' behest,
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended the time by which the Debtors must
assume or reject real property leases through and including
Oct. 3, 2011.


Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware, argued that even if certain of the nonresidential real
property leases ultimately will not be assumed, the Debtors should
not be forced at this early stage of their Chapter 11 cases to
either incur prematurely potentially significant administrative
claims or settle on business plan before the Debtors have had an
opportunity to review all of their books and records.  Despite
their best efforts, the Debtors' review of their records to make
that determination is still ongoing, he asserted.  Extending the
Lease Decision Period will thus permit the Debtors to timely
review any Real Property Leases and evaluate them in the context
of the efforts to reorganize, he added.

                         About PJ Finance

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

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  The Debtor
also tapped Angell Palmer & dodge LLP as its local Delaware
counsel, Kurtzman Carson Consultants, LLC, as its claims and
notice agent.

An official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

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

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


PLATINUM PROPERTIES: Court Set to Enter Cash Collateral Order
-------------------------------------------------------------
Judge Basil H. Lorch, III of the U.S. Bankruptcy Court for the
Southern District of Indiana scheduled a final hearing to consider
stipulations between Platinum Properties, LLC and its project
lenders authorizing use of cash collateral for July 5, 2011 at
10:30 a.m.

The Court entered orders approving on an interim basis the
Stipulations with Bank of America; MK Investment Group, LLC, and
Christel DeHaan Revocable Trust; Arbor Homes, LLC; Farra & Co.,
L.P. and First Financial Bank, as trustee of the James J. Nelson
IRA Trust; First Internet Bank; and The Ralph L. Wilfong, II
Charitable Remainder Unitrust.  The Court approved on a final
basis the Stipulation with MK Investment and Christel DeHaan.

Platinum has not entered into an agreement with Indiana Bank &
Trust.

In connection, Judge Lorch authorized the Debtors, on a final
basis, to use Cash Collateral to the extent of the Operating
Proceeds through to the earlier of the effective date of a
confirmed Chapter 11 plan of reorganization or the dismissal or
conversion of the Chapter 11 cases.

The Court recognized that the Debtors have an immediate need to
access the Cash Collateral in order to continue their operations
and pay the necessary and reasonable expenses of operating their
businesses.

The Court entered an interim order to permit the Debtors' use of
cash collateral through and including May 27, 2011.

Except as provided under the Court-approved Stipulations with the
Project Lenders, proceeds other than Operating Proceeds will be
held by the Debtors in escrow with the liens of the applicable
Project Lender attaching to the Lender Proceeds.  The relief in
the Cash Collateral Motion adequately protects the interests of
the Project Lenders.

The Final Cash Collateral Order will be applicable to and
operative in the case of any Project Lender not subject to an
approved Stipulation.  While it is in effect, an approved
Stipulation is in lieu of, and will take the place of, the Final
Cash Collateral Order, Judge Lorch ruled.

The Debtors are authorized to use Cash Collateral to pay the
necessary and reasonable expenses of operating their businesses,
including without limitation, payroll expenses, utility services,
payroll taxes, insurance, supplies and equipment, vendor and
supplier services, and other expenditures as are necessary for
operating the Debtors' businesses.  The Debtors are also
authorized to make payments authorized under other orders entered
by the Court, including for payment of professional and other
administrative expenses.

The Court also deemed PNC Bank, National Association's objections
relating to budgets of the Debtors withdrawn based upon
representations of the Debtors that they will provide financial
information to PNC upon receipt of a signed confidentiality
agreement, and provide Debtor specific monthly reporting and
projections in a format to be determined after consultation with
the U.S. Trustee Trustee for Region 10.

The PNC Objections relating to the application of deposits and
credits to builders and the Mortgage dated February 28, 2011
between Arbor Homes, LLC and Platinum have been resolved through
modifications to the final Lot Sale Order and the Stipulation with
Arbor Homes, LLC, and are thus overruled.

The PNC Objections relating to the Stipulations with BofA, and MK
Investment Group, LLC and the Christel DeHaan Revocable Trust are
withdrawn/resolved.

Full-text copies of the Cash Collateral Stipulations are available
for free at:

  http://bankrupt.com/misc/PlatinumProp_MKChristelCashCollStip.pdf
  http://bankrupt.com/misc/PlatinumProp_ArborHomesCashCollStip.pdf
  http://bankrupt.com/misc/PlatinumProp_FarraCashCollStip.pdf
  http://bankrupt.com/misc/PlatinumProp_FirstInternetCashCollStip.pdf
  http://bankrupt.com/misc/PlatinumProp_RalphCashCollStip.pdf

            About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer. Platinum acquires land, designs
the projects, obtains zoning and other approvals, and constructs
roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels serve as the Debtors' bankruptcy
counsel.  Platinum Properties disclosed $14,624,722 in assets and
$181,990,960 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.


PRODIGY HEALTH: S&P Raises Counterparty Credit Rating to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on Prodigy Health Group Inc. to 'BB+' from 'B+'. "At the
same time, we removed the rating from CreditWatch with positive
implications and assigned a stable outlook. Subsequently, we
withdrew our rating on Prodigy at Aetna's request. In addition, we
withdrew our issue-level ratings on Prodigy's senior secured
debt because all of this debt has been repaid," S&P related.

"Our rating action follows Aetna's announcement that it has
completed its acquisition of Prodigy. We upgraded Prodigy because
we view the company as strategically important to the Aetna
organization," said Standard & Poor's credit analyst James Sung.
"We believe that Prodigy is a good strategic fit for Aetna because
it improves Aetna's self-funded product offerings to the
small-to-midsize employer group markets."

Initial integration between the two companies will be somewhat
limited as Aetna plans to maintain Prodigy's current management
team, operating structure, and brand names. "We typically view
acquired companies as either strategically important or not
strategically important, but rarely core, at least during their
first year or two within a group," S&P added.


REDAN HAIRSTON: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Redan Hairston Pediatrics and Adult Medicine, LLC
        4850 Redan Road
        Stone Mountain, GA 30088

Bankruptcy Case No.: 11-68899

Chapter 11 Petition Date: June 30, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Gregory D. Coleman, Esq.
                  BURROUGHS JOHNSON HOPEWELL COLEMAN, LLC
                  4262 Clausell Court, Suite A
                  Decatur, GA 30035
                  Tel: (404) 288-4500
                  Fax: (404) 289-2888
                  E-mail: gregorydcoleman@bjhlawyers.com

Estimated Assets: $0 to $50,000

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-68899.pdf

The petition was signed by Michele Sewell, MD, owner.


REITTER CORP: Luis R. Carrasquillo Approved as Accountant
---------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico authorized Reitter Corporation to
employ Luis R. Carrasquillo Ruiz, CPA, and Luis R. Carrasquillo &
Company, PSC as as accountant to assist its management in the
financial restructuring of its affairs by providing advice in
strategic planning and the preparation and or review of Debtor's
plan of reorganization, disclosure statement and business plan,
and participating in Debtor's negotiations with financial
institutions, lessor, and Debtor's creditors.

As reported in the Troubled Company Reporter on May 30, 2011, the
duties of Mr. Carrasquillo will principally consist of strategic
counseling and advice, pro forma modeling preparation,
financial/business assistance, preparation of documentation as
requested for and during Debtor's Chapter 11, specifically as it
is related to and has an effect on Debtor, well as recommendations
and financial/business assessments regarding issues specifically
related to Debtor or other assistance in accounting, taxes, and/or
operational matters.

The Debtor has retained Mr. Carrasquillo on the basis of $12,000
advanced by the Debtor, against which Mr. Carrasquillo will bill
as per his hourly billing rates.

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

                     About Reitter Corporation

San Juan, Puerto Rico-based Reitter Corporation filed for Chapter
11 protection (Bankr. D. P.R. Case No. 10-07152) on Aug. 6, 2010.
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, assists
the Debtor in its restructuring effort.  In its schedules, the
Debtor disclosed US$20,440,765 in total assets and US$17,250,033
in total debts.


RENO REDV'T: S&P Lowers Rating on Tax Increment Bonds to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating
and underlying rating (SPUR) to 'BB' from 'BBB-' on Reno
Redevelopment Agency, Nev.'s senior-lien 2007A (taxable) and 2008B
tax increment bonds. Standard & Poor's also lowered its rating to
'BB+' from 'BBB' on the agency's 1998F superior-lien tax increment
bonds. The outlook is negative.

"The rating actions reflect our view of declines in both the
agency's assessed value and debt service coverage, which will fall
to below 1x and could require the agency to use its debt service
reserve to cover fiscal 2012 debt service," said Standard & Poor's
credit analyst Bryan Moore.

The ratings reflect S&P's opinion of the agency's:

    Relatively small project area that covers 323 acres, or just
    0.09% of Reno, Nev.;

    High volatility ratio of 0.75 in fiscal 2011, which indicates
    sensitivity to assessed value (AV) fluctuations; and

    Tax base concentration in a highly volatile industry.

"The negative outlook reflects our expectation that the agency
will likely meet its debt service obligations in fiscal 2011
despite successive years of declining AV. Accordingly, should AV
continue to decline as projected in fiscal 2012, we believe that
DSC based on current-year AV is likely to fall below 1x. If this
trend continues past fiscal 2012, we could lower the rating.
A lack of further declines or a moderate increase in AV levels
would likely represent a stabilizing credit factor, in our view,"
S&P said.


REPICEL LIFE: RepliCel Life Posts C$897,300 Net Loss in Q1 2011
---------------------------------------------------------------
In a Form 6-K filing Thursday, RepliCel Life Sciences Inc.,
formerly Newcastle Resources Ltd., reported its interim results
for the three months ended March 31, 2011.

The Company reported a net loss of C$897,298 for the first quarter
of 2011, compared with a net loss of C$348,219 for the same period
of 2010.  The Company had no revenue from operations during the
three months ended March 31, 2011, or 2010.

The Company's balance sheet at March 31, 2011, showed
C$2.86 million in total assets, $250,535 in total liabilities, and
shareholders equity of $2.61 million.

"At March 31, 2011, the Company is still in the research stage,
and has accumulated losses of $4,372,935 since its inception and
expects to incur further losses in the development of its
business, which casts significant doubt about the Company's
ability to continue as a going concern," RepliCel said in the
filing.

A copy of the Form 6-K is available at http://is.gd/8YIb7T

Headquartered in Vancouver, Canada, RepliCel Life Sciences Inc. is
in the business of developing and patenting a new hair cell
replication technology that has the potential to become the
world's first autologous treatment for pattern baldness and
general hair loss in men and women.


RESERVE DEVELOPMENT: Court Yet to Rule on Dismissal Motion
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has yet to
rule on The Reserve Development, LLC's request to dismiss Chapter
11 case.

The hearing on the matter was continued to June 22, 2011 at 2:00
p.m. pursuant to a Court-approved stipulation.  The motion was
originally set for hearing on June 9, 2011.

Laurel E. Davis, Esq., at Fennemore Craig, P.C., in Las Vegas,
Nevada, asserts that dismissal of the Debtor's Chapter 11 case is
warranted because the Debtor's primary asset, the Spanish Palms
Condominium Project, has been foreclosed upon by Corus
Construction Venture, LLC.  The Property is a 372-unit condominium
project located at 5250 South Rainbow, in Las Vegas, Nevada. She
cites the Debtor's remaining assets are two bank accounts: (i) a
bank account in Idaho with a balance of just under $341,000; and
(ii) a bank account in Nevada with a balance of approximately
$72,000.

In conjunction with entry of the dismissal order, the Debtor seeks
Court approval to pay allowed administrative expenses and
uncontested unsecured claims with any excess of funds distributed
to the Debtor's equity.

The Debtor's Chapter 11 administrative expenses total $115,000,
consisting of attorneys' fees and costs of $112,000 due Fennemore
Craig, P.C. and an appraiser fee of $2,900.

The Reserve Development LLC, based in Las Vegas, Nevada, owns and
operates the remaining unsold units of the Spanish Palms
Condominium Project, a fractured 372 unit condominium project
located at 5250 South Rainbow, in Las Vegas, Nevada.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 10-26715) on Sept. 1, 2010.  Laurel E. Davis, Esq., at
Fennemore Craig, P.C., represents the Debtor.  In its schedules,
the Company disclosed $13,274,818 in assets and $25,842,878 in
liabilities as of the Petition Date.


RIO RANCHO: Had Until June 30 to Use Cash Collateral
----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Riverside Division, approved the stipulation between Rio Rancho
Super Mall, LLC, and Wilshire State Bank regarding the Debtor's
use of Cash Collateral through June 30, 2011.

A full-text copy of the Cash Collateral Order and the Budget is
available for free at http://ResearchArchives.com/t/s?7662

Moreno Valley, California-based Rio Rancho Supermall, LLC, owns,
manages and operates a commercial property known as the Rio Rancho
Super Mall that is utilized as an indoor swap-meet and retail
mall.  It filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-16835) on March 2, 2011.  Thomas E. Kent,
Esq., who has an office in Los Angeles, California, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $7,691,584 in
assets and $12,253,866 in debts as of the Chapter 11 filing.


ROUND TABLE: Hearing on Motion to Appoint Examiner on July 13
-------------------------------------------------------------
Judge Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California scheduled a hearing to consider
General Electric Capital Corporation's motion to direct
appointment of examiner in Round Table Pizza, Inc. and its debtor
affiliates' Chapter 11 cases for July 13, 2011 at 2:00 p.m.

Gregory O. Lunt, Esq., at Latham & Watkins LLP, in Los Angeles,
California -- gregory.lunt@lw.com -- relates that GE Capital and
The Prudential Insurance Company of America, secured lenders to
the Debtors, and the Official Committee of Unsecured Creditors
have repeatedly requested that the Debtors investigate a sale now.
The Secured Lenders believe that the Debtors' proposed
reorganization plan is not confirmable and would inevitably lead
to a time-consuming, costly and futile confirmation process.
However, the Debtors continue to refuse these requests, asserting
that a future sale will result in greater realized value than a
sale today, he says.

"It is becoming increasingly apparent that the Debtors' reasons
for not considering a sale now are nothing more than a pretext for
what is really driving their decision: the Debtors' senior
management is hopelessly conflicted and self-interested," Mr. Lunt
asserts.  He contends that the Debtors' executive officers are
motivated to pursue the interests of the Debtors' employee stock
ownership plan, even to the disadvantage of other stakeholders, as
a way to mitigate against the risk of litigation and personal
liability arising from the sole and exclusive duty that they owe
to the ESOP as fiduciaries under the Employee Retirement Income
Security Act of 1974.  Indeed, senior management stands to gain
millions of dollars more through a future sale than they would
receive in a sale during these cases, he discloses.

In light of the management's inherent conflicts and evident self-
interest in not pursuing a bankruptcy sale, an appointment of an
examiner pursuant to Section 1104(c) of the Bankruptcy Code is
warranted to investigate, and if appropriate, pursue a sale of the
Debtors' business, GE Capital tells the Court.

GE Capital proposes that an examiner in these Chapter 11 cases
will:

   * investigate the level of interest and the likely prospects of
     a sale by immediately commencing a sale effort;

   * direct the preparation of solicitation and information
     materials and coordinate due diligence by prospective
     purchasers;

   * evaluate the various bidders interested in participating in
     the sale process to ensure the financial viability and
     credibility of their bids;

   * negotiate with prospective purchasers.  If the examiner
     determines that a sale is viable and appropriate in these
     cases, it would determine which of these options to pursue:
     (i) an auction for the Debtors' business or assets with a
     stalking horse bid, (ii) an auction for the Debtors'
     business or assets without a stalking horse bid; or (iii) a
     private sale of the Debtors' business or assets without an\
     auction.  The Examiner would need to obtain the consent of
     the Secured Lenders and the Committee for its selected Sale
     Option before seeking Court approval for a sale;

   * if an auction is held, the examiner would develop and
     promulgate bidding procedures and rules in consultation with
     the Secured Lenders and the Committee.  The examiner would
     then seek Court approval of the winning offer at the hearing
     on the Sale Motion;

   * if the examiner determines that a sale is not viable or would
     not be appropriate in these Chapter 11 cases, the examiner
     would promptly notify the Debtors, the Secured Lenders and
     the Committee and give them the reasons for its
     determination. The examiner would also promptly file a report
     with the Court to that effect; and

   * provide periodic updates to Court and would be required to
     maintain an open dialogue with the various constituencies in
     these cases, including the Secured Lenders and the Committee.

The Secured Lenders will work with the Committee prior to the
hearing on this Motion to attempt to identify appropriate
candidates to serve as examiner.

                        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.


SCHOOL HOUSE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: School House Plaza, LLC
        417 Purchase Street
        South Easton, MA 02375

Bankruptcy Case No.: 11-16268

Chapter 11 Petition Date: June 30, 2011

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Michael J. Fencer, Esq.
                  JAGER SMITH, PC
                  One Financial Center
                  Boston, MA 02111
                  Tel: (617) 951-0500
                  E-mail: mfencer@jagersmith.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mab11-16268.pdf

The petition was signed by Charles M. Mirrione, president of
Mirrione Realty Corp., manager.

Affiliates that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Charles M.Mirrione                    11-13238            04/10/11
John L. Hooper                        11-13295            04/12/11


SCOVILL FASTENERS: New Trustee Promptly Files Conversion Plea
-------------------------------------------------------------
The bankruptcy judge ordered and approved the appointment of a
Chapter 11 trustee in the Chapter 11 case of Scovill Fasteners
Inc. on June 30, 2011, at the behest of the official committee of
unsecured creditors.  The United States Trustee named S. Gregory
Hays, of Hays Financial Consulting, LLC, in Atlanta Georgia, as
Chapter 11 trustee:

          Gregory Hays, CTP, CIRA
          Founder and Managing Principal
          HAYS FINANCIAL CONSULTING, LLC
          Atlanta Financial Center
          3343 Peachtree Road, Suite 200
          Atlanta, GA 30326-1420
          Tel: (404) 926-0051
          Fax: (404) 926-0055
          E-mail: ghays@haysconsulting.net

Just a day after the appointment, the Chapter 11 trustee and the
Creditors Committee, on July 1, filed a joint motion seeking an
order converting the Chapter 11 cases to cases under chapter 7 due
to the mounting and already substantial cost of administration of
these estates in chapter 11, the absence of an operating business
of the Debtors, the fact that conversion of the cases is in the
best interests of the estates, the Debtors, and the creditors of
the estates.

The Committee, in its request for a Chapter 11 trustee, said that
appointing a trustee will be the "most cost efficient means" for
wrapping up the liquidation.

In their motion for conversion, the Chapter 11 trustee and the
Committee said there is no reasonable likelihood of rehabilitation
or of a plan being confirmed in the Chapter 11 cases.

Prior to the conversion, Scovill filed a motion to terminate
health and life insurance benefits for retired and disabled
workers.  The U.S. Trustee opposes, citing that Scovill hasn't
complied with bankruptcy law because it must first negotiate
benefit changes with a "representative" for the workers. Because
no representative has been named, the bankruptcy watchdog for
Justice Department says Scovill can't terminate benefits even if
there will be no cash left.

                      About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.

An Official Committee of Unsecured Creditors was appointed in the
case.  The Committee is represented by Greenberg Traurig, LLP, as
its counsel.


SEACOR HOLDINGS: S&P Lowers CCR to 'BB+' on Weak Credit Metrics
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based SEACOR Holdings Inc. to 'BB+' from
'BBB-'. "At the same time, we lowered the senior unsecured debt
rating on SEACOR to 'BB+' from 'BBB-'. We assigned a '3' recovery
rating to these notes, indicating our expectation of meaningful
(50% to 70%) recovery in the event of payment default. The outlook
is stable," S&P stated.

The pace of exploration and production activity in the Gulf of
Mexico continues to remain weak because of slower-than-expected
drilling permit awards by the Bureau of Ocean Energy Management.
"SEACOR has historically derived about half of earnings and cash
flows from this region, and given the softness in activity there,
we foresee continued tepid demand for SEACOR's
marine and aviation vessels that transport supplies and personnel
to drilling locations. We expect continuing lackluster utilization
and day rates resulting in credit measures that are below our
expectation for an investment-grade rating, leaving debt to EBITDA
in excess of 3x," said Standard & Poor's credit analyst Marc D.
Bromberg.

"On a global basis, utilization and day rates were very weak in
the first quarter (65.1% and $10,123, respectively, versus 71.5%
and $11,339 in first-quarter 2010), and we expect these measures
to remain relatively weak over the near term, particularly in the
deepwater Gulf. Clean-up activities related to Macondo in the
latter half of 2010 masked the underlying weakness from the GOM
region and the company's offshore marine service and aviation
businesses. In first-quarter 2011, which does not include any
clean-up benefits, SEACOR posted approximately $5 million in
segment profit from these two businesses, about $20 million less
than the year-ago first quarter. Given our expectation that the
Gulf will remain weaker than we initially expected, we do not
envision much improvement in these segments over the near term,"
S&P said.

"We foresee that international opportunities for these vessels
will be soft as well, as unutilized vessels will increasingly bid
for overseas work, which we think will pressure international day
rates (operators tend to discount pricing to the level of cash
costs during industry oversupply). Offshore marine services has
historically represented about half of SEACOR's EBITDA, so we
think that soft conditions in this segment will cause SEACOR's
overall weak profitability," S&P related.

The ratings on SEACOR reflect the company's diversified business
profile, its well-positioned business in dry bulk inland barges,
and its strong liquidity position. The ratings also reflect
aggressive leverage and SEACOR'S exposure to GOM. S&P considers
SEACOR's business profile to be satisfactory and its financial
risk profile to be intermediate.

"The stable outlook reflects our expectation that SEACOR's
international operations will enable it to maintain credit
measures in line with a 'BB+' rating, notwithstanding our
expectation that international utilization and day rates could
come under some pressure in the near term due to additional
capacity. We could lower the rating if leverage exceeds 3.5x for
several quarters without potential for improvement. We consider an
upgrade unlikely in the near to medium term, due to our assessment
of SEACOR's business risk profile and exposure in the Gulf," S&P
stated.


SEARCHMEDIA HOLDINGS: Marcum Bernstein Raises Going Concern Doubt
-----------------------------------------------------------------
SearchMedia Holdings Limited filed on June 30, 2011, its annual
report on Form 20-F for the fiscal year ended Dec. 31, 2011.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring net losses from operations and has a working
capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.

The Company's balance sheet at Dec. 31, 2011, showed $86.9 million
in total assets, $86.4 million in total liabilities, and
stockholders' equity of $463,000.

A copy of the Form 20-F is available at http://is.gd/Am5UIK

Headquartered in Shanghai, China, SearchMedia Holdings Limited is
a multi-platform media company operating primarily in the out-of-
home advertising industry.  The Company's multi-platform offerings
are cross-marketed by a sales force located in 15 offices across
China.  Advertising clients are from industries ranging from
telecommunications, insurance and banking, to automobile, real
estate, electronics and fast moving consumer goods.


SEMINOLE TRIBE OF FLORIDA: Fitch Affirms 'BB+' Rating on Bonds
--------------------------------------------------------------
Fitch Ratings affirms the 'BB+' rating on approximately $1.8
billion of Seminole Tribe of Florida' (STOF) outstanding gaming
division bonds and terms loans and 'BB' on approximately $530
million of STOF's special obligation bonds.

Fitch also assigns a 'BB' Issuer Default Rating to STOF and
withdraws the previously assigned 'BB' Issuer Rating. The
assignment of an IDR incorporates Fitch's updated methodology,
which was published on March 18, 2011 in the criteria report
'Native American Gaming: Rating Methodology'. The Rating Outlook
is Stable.

The 'BB' IDR and the Stable Rating Outlook reflect STOF gaming
division's strong operating and financial profiles. STOF has
sizable gaming operations in two distinct, deep Florida markets
and benefits from having no competition in Tampa and limited
competition in southeast Florida. Financial metrics are strong for
the 'BB' IDR, with debt-to-EBITDA through last twelve months
period ending March 31, 2011 at 2.2 times (x) and debt service
coverage by EBITDA at 3.4x.

The ratings incorporate Fitch's concerns relating to STOF's
tribal-side governance and controls, which became heightened at
the time the Native American Gaming Commission's submitted Notice
of Violation to STOF. The June 2010 NOV letter cited STOF's
failure to comply with the tribe's own bylaws and the Indian
Gaming Regulatory Act with respect to allocating gaming related
revenues.

Notice of Violation Resolved but Concerns Remain:

Since the NOV, STOF has entered into a Civil Fine Assessment (CFA)
agreement with the NIGC whereby the tribe pays a fine of $500,000
and agrees to undergo an annual audit of its adherence to the use
of net gaming revenue provisions. The audit will span three years.

The tribe also agreed to be assessed a $1.5 million fine should
the tribe violate any terms of the CFA and not cure the violations
within a stipulated timeframe. Fitch views the CFA agreement
positively as it will provide a timelier and more transparent
reporting framework pertaining to STOF's progress in implementing
policies and control measures related to the tribal distributions
from the gaming revenues. Fitch has not received the report for
fiscal year 2010 (fiscal years ends Sept. 30), but management has
indicated that there were no findings in the audit process.

More recently, STOF held elections for its tribal council in May
2011, which resulted in three new council members defeating the
incumbents. When counting the 2010 election of Manuel Tiger, who
replaced David Cypress after the latter resigned, four of the five
council positions turned over in the past year.

The turned over positions included the position of the tribal
Chairman, which is now filled by Chairman James Billie. Billie was
STOF's Chairman from 1979 up to 2003, but there was a dispute
during the last two years of his term as to his authority to act
as Chairman.

Uncertainty relating to the new government's decisions regarding
the gaming enterprise and its commitment to improving the tribe's
controls and governance is a concern. Fitch intends to meet with
the newly elected tribal leaders in upcoming quarters to better
discern the leadership's approach with the respect to the above.
Greater confidence in the new leadership's governance practices,
plus a track record of receiving clean annual audits of the
tribe's gaming revenues use, will be positively factored into the
ratings.

In the near-term, as it relates to the new leadership, Fitch is
most concerned about future decisions pertaining to the employment
of the gaming division's top management. STOF's current gaming
management is very well regarded, so Fitch could have increased
concern if the new tribal leadership caused management turnover at
the gaming enterprise. The employment contracts of the gaming
division's CEO and CFO expire in May 2013.

Potential Future Gaming Expansion in FL is a Concern, But Downside
Risk is Limited:

Two bills have been introduced in Florida legislature in the 2011
session to allow for up to five full scale casino resorts
throughout the state. Both bills died at the committee level and
the session came to an end in May.

Genting Berhad (Genting, 'A-' IDR/Stable Outlook by Fitch)
announced in May 2011 the purchase of 14 acres of prime land in
Miami for $236 million from the McClatchy Company ('B-' IDR/Stable
Outlook, owner of Miami Herald). Genting announced plans for a $3
billion mixed use project for the site, which will include
entertainment, meeting space and retail as well as residential
units. Ultimately, Genting hopes to build a casino on the site if
future legislature approves it. The complex will be branded
Resorts World.

Other major gaming operators have also expressed interest in
opening integrated casino-resorts in Florida. Fitch thinks the
expansion bill will be revisited in 2012 and the legislature will
balance the potential for new revenues through the licensing fees
and gaming taxes plus the boost to the state's economy against the
general political impartiality towards continued proliferation of
gaming and the loss of revenue share payments currently paid by
STOF. The potential legislation would also face considerable
political pressure from STOF and the southeast Florida pari-mutuel
industry.

Under STOF's state Class III compact, STOF would stop paying its
revenue share fee to the state based on the revenue generated in
its Broward County facilities (generate about 45% of EBITDA) if
commercial gaming was approved in either the Broward or Miami-Dade
Counties. A commercial casino permitted elsewhere in the state,
including near STOF's Tampa facility (50% of EBITDA), would
violate the compact and jeopardize the entire revenue share fee
for the state. Tampa's exclusivity for table games ends in 2015;
however, exclusivity on slots extends to 2030.

Fitch believes that the downside risk for STOF's ratings in case
of approved expansion is limited, as increased competitive
pressure will be offset by STOF's ability to cut its revenue share
payments to the state. Fitch's projection scenarios assume minimal
impact on EBITDA as long as revenue declines related to increased
competition remain close to or less than 20%. Additionally, Fitch
thinks that if STOF will be at a considerable competitive
advantage relative to the commercial peers given the anticipated
stark contrast in the tax/revenue share structures.

Liquidity and Financial Flexibility:

The gaming division transfers the bulk of residual cash flow to
the tribal government, with free cash flow of the gaming division
following the distribution being nominal. Nevertheless, cash at
the gaming division is adequate and can meet about 40 days of
operations after taking into account cage cash. STOF's gaming
division does not maintain access to committed external liquidity
in the form of a credit revolver or the like. The somewhat
flexible nature of the free cash flow distribution to the
government mitigates risk related to the lack of committed
external liquidity.

As is typical for a tribal gaming entity, the government is
reliant on distributions from the gaming division, as the
government produces significantly negative free cash flow before
those distributions.

STOF's nearest bullet maturity is in March 2014, when a term loan
comes due. With the loan amortizing at about $77 million per year,
there will be $715 million outstanding at the time of maturity.
The next bullet maturity is in 2017, when the 2010 gaming division
bonds come due. All other debt is subject to level monthly sinking
fund payments of principal and fully amortize by maturity.

Capital Structure:

As of March 31, 2011, STOF had $2.3 billion of debt outstanding,
comprised of approximately $950 million in term loans (41%), $840
million in gaming division bonds (36%) and $530 million special
obligation bonds (23%). The term loans and the gaming division
bonds are pari passu and are secured by a pledge of the trust
estate, which includes a pledge of net revenue from Immokalee,
Brighton and Coconut Creek gaming facilities, as well as certain
revenues from Tampa and Hollywood enterprises. Tampa and Hollywood
revenues pledged to the trustee include the tribe's minimum
distribution payment from casino operations and the assignment of
other revenues as governed by the series 2002 indenture.

Debt service coverage below 3x triggers daily sweeps into trustee
held funds and coverage below 2x triggers an adjustment to the
tribal distribution payments so as to maintain core governmental
operations. There is an additional debt test that prevents debt
issuance if pro forma coverage is above 3x and EBITDA/debt ratio
is below 4.5x (3.5x on the senior debt). Leverage through the
senior debt measured using LTM period ending March 31, 2011 EBITDA
is 1.7x and is 2.2x including special obligation bonds. There is a
contingency debt service reserve fund for the gaming division
bonds, which is triggered when coverage declines below 3x.

Special obligation bonds are secured by bondholders' interest in
the collateral, defined as all revenues deposited in the
governmental distribution fund pursuant to the distribution
agreement. Special obligation bondholders do not have an interest
in the cash flows until such time as they are transferred from the
gaming revenue bond trustee to the government distribution fund.
Per the distribution agreement, STOF covenants that debt service
will be paid before any distribution revenues are used for
governmental purposes or per capita payments to members. There is
no debt service reserve fund for the special obligation bonds.

Fitch affirms these ratings:

Seminole Tribe of Florida

   -- IDR at 'BB'

   -- $367 million Gaming Division Bonds, Series 2010A&B at 'BB+'

   -- $473 million Gaming Division Bonds, Series 2005A&B at'BB+'

   -- $948 million Term Loan at 'BB+'

   -- $435 million Special Obligation Bonds, Series 2007A&B at
     'BB'

   -- $93 million Special Obligation Bonds, Series 2008A at 'BB'


SENECA LANDING: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Seneca Landing, Inc.
        1021 Crestwood LN
        Tacoma, WA 98466

Bankruptcy Case No.: 11-45363

Chapter 11 Petition Date: June 30, 2011

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

Debtor's Counsel: David C. Smith, Esq.
                  LAW OFFICES OF DAVID SMITH, PLLC
                  201 St Helens Ave.
                  Tacoma, WA 98402
                  Tel: (253) 272-4777
                  E-mail: assistant@davidsmithlaw.com

Estimated Assets: $0 to $50,000

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Union Bank NA             Foreclosure and        $6,275,912
400 California Street     collection
San Francisco, CA 94104

The petition was signed by John Bechtholt, president.


SHERWOOD BRANDS: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Sherwood Brands, LLC
        9601 Blackwell Road, Suite 225
        Rockville, MD 20850

Bankruptcy Case No.: 11-23807

Affiliates that simultaneously sought Chapter 11 protection:

Debtor                                 Case No.
------                                 --------
Sherwood Brands, Inc.                    11-23809
Sherwood Brands of Rhode Island, Inc.    11-23812
Sherwood Brands of Virginia, LLC         11-23813
Sherwood Brands Zip, LLC                 11-23814

Chapter 11 Petition Date: July 1, 2011

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

Debtor's Counsel: James Greenan, Esq.
                  MCNAMEE, HOSEA, et. al.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  E-mail: jgreenan@mhlawyers.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Uziel Frydman                                    $250,000
9601 Blackwell Road
Suite 225
Rockville, MD 20850

The petitions were signed by Uziel Frydman, president.


SIGNATURE STYLES: Creditors of Win Sale Changes
-----------------------------------------------
Dow Jones' DBR Small Cap reports that unsecured creditors will
play a key role in Signature Styles LLC's search for a buyer after
complaining that equity owner Patriarch Partners rigged the sale
process to ensure it kept control of the company's Newport News,
Spiegel and Shape FX women's apparel brands.

                     About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business for
$21.7 million at a foreclosure sale in June 2009.  Debt includes
$37.2 million owing on a secured term loan and revolving credit.
Unsecured debt totals $35.3 million, which include $9.8 million
owing to trade suppliers and $23.2 million in customer
obligations.  The lenders and owners are funds affiliated with
Patriarch Partners LLC.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

A fund affiliated with Patriarch Partners LLC has an agreement to
buy the business in return for the assumption of specified debt,
including $30 million owing on the term loan and revolving credit.
The buyer also will honor some customer obligations.  The
stalking-horse purchase agreement requires approval of bidding
procedures by July 7 and approval of a sale by Aug. 4.


SONYA, LLC: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sonya, LLC
          dba Quality Inn
        4300 Coastal Highway 17 South
        Richmond Hill, GA 31324

Bankruptcy Case No.: 11-41352

Chapter 11 Petition Date: July 1, 2011

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

Debtor's Counsel: R. Brandon Galloway, Esq.
                  GALLOWAY & GALLOWAY, PC
                  P.O. Box 674
                  Pooler, GA 31322
                  Tel: (912) 748-9100
                  Fax: (912) 748-9109
                  E-mail: amanda@gallowaylaw.com

Scheduled Assets: $2,116,315

Scheduled Debts: $3,697,335

A list of the Company's 16 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/gasb11-41352.pdf

The petition was signed by Sanmukh Patel, owner.


SOUTH OF THE STADIUM: Taps Richard Ward as Counsel
--------------------------------------------------
South of the Stadium I LLC asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ Richard W.
Ward as its counsel to assist the Debtor in carrying out the
duties as debtor in possession.

The Debtor says Mr. Ward received totaling $9,961 retainer fee.
Mr. Ward charges $300 per hour for this engagement.

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

South of the Stadium I, LLC, in Carrollton, Texas, filed a Chapter
11 petition (Bankr. N.D. Tex. Case No. 11-43278) on June 6, 2011.
Debtor-affiliates 261 CW Springs LTD (Bankr. N.D. Tex. Case No.
11-33757), WS Minerals LLC (Bankr. N.D. Tex. Case No. 11-43273),
and WS Mineral Holdings LLC (Bankr. N.D. Tex. Case No. 11-43290)
also filed on the same day.  Judge D. Michael Lynn presides over
the cases.  Richard W. Ward, Esq. -- rwward@airmail.net -- Plano,
Texas, serves as the Debtors' bankruptcy counsel.

South of the Stadium I, WS Minerals LLC, and WS Mineral Holdings
LLC each estimated assets and debts of $10 million to $50 million
in their petitions.  261 CW Springs estimated assets and debts of
$1 million to $10 million in its petition.  The petitions were
signed by Jeff Shirley, authorized representative.


SOUTH OF THE STADIUM: Files Schedules of Assets And Liabilities
---------------------------------------------------------------
South of the Stadium LLC delivered its schedules of assets and
liabilities to the U.S. Bankruptcy Court for the Northern District
of Texas, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $19,000,000
  B. Personal Property
  C. Property Claimed as               2,499
     Exempt
  D. Creditors Holding
     Secured Claims                               $14,573,064
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           772,718
                                ------------     ------------
        TOTAL                    $19,002,499       $1,534,578

A full-text copy of the schedules and statements is available for
free at http://bankrupt.com/misc/SOUTH_Schedules.pdf

South of the Stadium I, LLC, in Carrollton, Texas, filed a Chapter
11 petition (Bankr. N.D. Tex. Case No. 11-43278) on June 6, 2011.
Debtor-affiliates 261 CW Springs LTD (Bankr. N.D. Tex. Case No.
11-33757), WS Minerals LLC (Bankr. N.D. Tex. Case No. 11-43273),
and WS Mineral Holdings LLC (Bankr. N.D. Tex. Case No. 11-43290)
also filed on the same day.  Judge D. Michael Lynn presides over
the cases.  Richard W. Ward, Esq. -- rwward@airmail.net -- Plano,
Texas, serves as the Debtors' bankruptcy counsel.

South of the Stadium I, WS Minerals LLC, and WS Mineral Holdings
LLC each estimated assets and debts of $10 million to $50 million
in their petitions.  261 CW Springs estimated assets and debts of
$1 million to $10 million in its petition.  The petitions were
signed by Jeff Shirley, authorized representative.


SOUTH GATE: S&P Lifts Rating on Pension Obligation Bonds to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating and
underlying rating (SPUR) to 'BB+' from 'BB-' on South Gate,
Calif.'s pension obligation bonds (POBs). The outlook is stable.

"The raised ratings reflect our view of the city's improved
financial position," said Standard & Poor's credit analyst Jen
Hansen.

The ratings reflect S&P's opinion of the city's:

    History of operating deficits over at least the last decade;

    Negative general fund cash balance in audited fiscal 2010
    (negative $568,000);

    Weak economic base, as demonstrated by a 25% decline in fiscal
    2009 sales tax revenues; and

    Low per capita effective income and consistently high
    unemployment.

Partially offsetting these weaknesses is S&P's view of:

    Voter approval of a 1% sales tax increase, which has
    stabilized sales tax revenues, and

    Management projections of a positive general fund balance for
    fiscal 2011.

"The stable outlook reflects our view that the city's financial
position will improve, according to management's projection. It
also takes into account our expectation that the city will
maintain a positive general fund balance despite recent budget
challenges," S&P said.


STALLION OILFIELD: S&P Affirms 'B-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based Stallion Oilfield Holdings Inc. to positive from stable and
affirmed its 'B-' corporate credit rating on the company.

The rating on the senior secured notes due 2015 remains 'B-', same
as the corporate credit rating on the company. The recovery rating
is '4', indicating S&P's expectations of average (30% to 50%)
recovery in the event of default.

"The positive outlook reflects the continued recovery in the North
American oilfield services market, the company's improving debt
leverage measures, and adequate liquidity," said Standard & Poor's
credit analyst Stephen Scovotti. "Demand for Stallion's services
has improved with the rig count, resulting in improved operating
performance." In addition, Stallion's key credit measures continue
to strengthen. Adjusted debt to EBITDA improved to about 2x as of
March 31, 2011, and should continue to improve modestly in the
near term.

The ratings on Stallion Oilfield Holdings Inc. reflect Standard &
Poor's view of the company's highly leveraged capital structure
and its participation in the highly cyclical North American
oilfield services market. The ratings also reflect the currently
strong market conditions, the company's improved capital
structure, and low annual maintenance capital spending
requirements.

In the last few quarters, demand for Stallion's services has
gradually improved due to an uptick in drilling activity mainly in
the shale plays, buoyed by stable crude oil prices and increased
capital spending by E&P companies. As of March 31, 2011, adjusted
debt to trailing-12-months EBITDA improved to about 2x at March
31, 2011, and should continue to improve modestly in the near
term. Likewise, EBITDA coverage of interest expense was 3.6x for
the last 12 month (LTM) March 31, 2011, period and should modestly
improve in the near term.

The positive outlook reflects the potential for a ratings upgrade
over the next 12 months. If Stallion sustains debt leverage of
5.0x or less, while maintaining its current liquidity, S&P could
raise ratings.


STEPHEN BRASWELL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Stephen R. Braswell
               Ernestine D. Braswell
               107 East Oglethorpe Avenue
               Savannah, GA 31401

Bankruptcy Case No.: 11-41350

Chapter 11 Petition Date: July 1, 2011

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

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

Scheduled Assets: $1,143,284

Scheduled Debts: $1,927,868

A list of the Joint Debtors' 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/gasb11-41350.pdf


STEWART & STEVENSON: S&P Raises CCR to 'B' on Improved Demand
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based Stewart & Stevenson LLC to 'B' from 'B-'.
The outlook is stable.

"At the same time, we raised the senior unsecured rating to 'B-'
from 'CCC+'. The recovery rating remains '5', indicating our
expectation of modest recovery (10% to 30%) in the event of a
payment default," S&P stated.

"The upgrade reflects the continued recovery in the North American
oilfield services market, the company's improving debt leverage
ratios, and its adequate liquidity," said Standard & Poor's credit
analyst Stephen Scovotti.

Demand for Stewart & Stevenson's equipment, particularly well
stimulation, has improved with the rig count, resulting in an
increase of about 37% in order backlog to about $412.21 million as
of April 30, 2011, from $259.9 million on May 1, 2010. Stewart &
Stevenson's key credit metrics have significantly improved --
adjusted debt to EBITDA to 2.5x as of April 30, 2011, and EBITDA
interest coverage to 3.7x for the last 12 months ended April 30,
2011. "We expect adjusted debt to EBITDA to improve further,
albeit modestly, by year-end 2011," S&P related.

"The stable outlook reflects our expectations that the company's
order backlog will remain strong, while the company maintains
adequate liquidity," S&P stated.

"We could revise the outlook to negative if industry conditions
weaken, and the company is unable to maintain its improved
financial performance including run-rate debt leverage below 6.0x.
Given Stewart & Stevenson's relatively small scale and its
inherent sales volatility, a positive rating action is unlikely at
this time," S&P added.


TARYAG REALTY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Taryag Realty, LLC
        1621 51st Street
        Brooklyn, NY 11204

Bankruptcy Case No.: 11-29768

Chapter 11 Petition Date: June 30, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: David C. Steinmetz, Esq.
                  LAW OFFICE OF DAVID C STEINMETZ, LLC
                  212 2nd Street, Suite 304
                  Lakewood, NJ 08701
                  Tel: (732) 367-1880

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

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

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

The petition was signed by the secretary.


TERRESTAR NETWORKS: Hearing on Hughes Settlement Set for July 18
----------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on July 18,
2011, at 2:00 p.m. (prevailing Eastern Time), to consider approval
of a stipulation entered by TerreStar Corporation, et al., with
Hughes Network Systems, LLC.  Objections, if any, are due July 11.

The stipulation was entered in relation to certain amounts owed to
Hughes by TerreStar Networks Inc.  On Dec. 9, 2010, Hughes filed
claim amounting to $4,608,229.

On Dec. 13, 2006, TSN entered into the Site Preparation and Site
Hosting Agreement with Hughes, under which Hughes agreed to
provide certain site hosting services and equipment for the Ground
Station at the North Las Vegas site.  Under the O&M Agreement,
Hughes provides (a) monitoring services 24 hours a day, seven days
a week, every day of the year; (b) certain preventive and
corrective maintenance; and (c) certain additional services (e.g.,
inventory management, warranty management, daily operations
reporting, and operations security).  The O&M Agreement
automatically renews for successive one-year renewal terms unless
either party provides 90 days notice of intent not to enter into
the next renewal term.

The salient terms of the stipulation include, among other things:

   a. Pursuant to that certain letter agreement dated June 9,
      2011, regarding the S-BSS Contract and the TerreStar S-Band
      Satellite Beam Access Subsystem System Warranty and
      Maintenance Plan, dated as of May 16, the parties will
      continue to operate in the ordinary course of business under
      a certain bridge agreement;

   b. TSN will make future payments when due in the ordinary
      course under each of the Hughes Agreements, as applicable,
      pursuant to the terms of the agreements, as amended, until
      the earlier of (a) the effective date on which any Hughes
      Agreement(s) are assumed and assigned to the successful
      bidder; (b) the effective date of any chapter 11 plan
      confirmed in TSN's chapter 11 case; and c) the effective
      date of an order authorizing the rejection of any Hughes
      Agreement(s); and

   c. Upon entry by the Bankruptcy Court of the stipulation, the
      Parties will amend the Hughes Agreements to restructure
      payments due under the Hughes Agreements.

                     About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.


TRIBUNE CO: Judge Gross Named Mediator in ERISA-Related Claims
--------------------------------------------------------------
Bankruptcy Judge Carey appointed the Hon. Kevin Gross as mediator
to conduct non-binding mediation concerning the claims against
Tribune and its affiliates and related matters arising from the
matters at issue in:

  (i) a civil action styled Dan Neil and Eric Bailey,
      individuals on behalf of themselves and on behalf of all
      others similarly situated v. Samuel Zell, GreatBanc Trust
      Company, EGI-TRB, LLC et al., including any
      indemnification claims of GreatBanc related thereto;

(ii) 71 proofs of claim filed by the U.S. Department of Labor
      in unliquidated amounts against Tribune Company and 70 of
      its subsidiaries; and

(iii) Claim No. 6254 filed by the Internal Revenue Service
      against Tribune, asserting, in part, a claim for tax
      penalties arising from or related to alleged ERISA
      violations.

The Mediator may conduct the mediation as he sees fit, establish
rules of the Mediation, and consider and take appropriate action
with respect to any matters the Mediator deems appropriate in
order to conduct the Mediation, subject to the terms of this
order.  However, the IRS will not be required to make available,
by phone or otherwise, an official with final settlement
authority nor any official other than its counsel of record in
these Chapter 11 cases, nor will the IRS's counsel of record be
required to submit an offer for consideration by an official with
a final settlement authority without first obtaining the
recommendations required under the U.S. Department of Justice's
ordinary settlement procedures.

Mediation started on May 4, 2011, according to court papers.

                        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: Removal Period Extended to Dec. 30
----------------------------------------------
Tribune Co. and its units sought and obtained from the Bankruptcy
Court an additional extension of their deadline to file notices of
removal of claims and causes of action through December 30, 2011.

Pursuant to Rule 9006-2 of the Local Rules of the Bankruptcy
Practice and Procedure of the U.S. Bankruptcy Court for the
District of Delaware, the filing of the Debtors' Motion
automatically extends the June 30, 2011 Removal Action Period
until a hearing on the Debtors' Motion without the need for a
bridge order.  The Debtors nonetheless seek a haring on their
request on June 28, 2011 so that an appropriate order may be
entered at the Court's convenience.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, states 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.  After an
extensive and lengthy evidentiary trial, closing arguments in
connection with the confirmation proceedings on the Competing
Plans are scheduled for June 27, 2011, he says.  Indeed, it
remains uncertain whether the plan confirmation will occur prior
to the June 30, 2011 expiration of the avoidance period, he
points out

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 stresses.  Alternatively,
if neither of the Competing Plans is confirmed, the Debtors
believe it is prudent to extend the Removal Action Deadline until
it is determined how any future plan proposed for the Debtors
will treat the Avoidance Actions, he asserts.

Against this backdrop, the proposed extension 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, Mr. Conlan insists.
The extension of the Removal Action Period 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 assures the Court.  Should either of the two
Competing Plans be confirmed and become effective before June 30,
2011, the Debtors or other parties will be able to take
appropriate steps to seek to lift the stay of the avoidance
actions if necessary, he adds.

                        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: Deutsche Bank Files LBO-Related Suits in State Courts
-----------------------------------------------------------------
Deutsche Bank Trust Company Americas, in its capacity as
successor Indenture Trustee for certain series of Senior Notes,
filed lawsuits in at least 11 states on behalf of Tribune
Company's noteholders before its buy-out in 2007 against
shareholders, brokers and other entities involved in the buy-out.

Deutsche Bank said creditors in the lawsuit are owed at least
$2.5 billion that cannot be repaid in full because of the 2007
LBO deal, Steven Church and Sophia Pearson at Bloomberg News
reported on June 3.

"The LBO lined the pockets of Tribune's former shareholders with
$8.5 billion of cash at the expense of Tribune's creditors, and
precipitated Tribune's careen into bankruptcy, Deutsche Bank
wrote in the complaints, according to Bloomberg.  Deutsche Bank
also seeks to recover money paid to shareholders that creditors
alleged as fraudulent transfers, the report noted.

Bloomberg said the complaints are part of the strategy devised by
Aurelius Capital Management, LP, which owns Tribune notes before
the buyout.  The Noteholders are pursuing confirmation of a
Chapter 11 Plan that is premised on litigation against the LBO
lenders to recover monies owed to pre-LBO creditors.

Deutsche Bank; 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 Trustee for the PHONES Notes also asked the
U.S. Bankruptcy Court for the District of Delaware to clarify the
order it entered into on April 25, 2011, granting relief from the
automatic stay to commence state law constructive fraudulent
conveyance claims to recover stock redemption payments made to
Step One and Step Two Shareholders -- the SLCFC Claims Order.

Pursuant to that order, the Indenture Trustees commenced
litigation on June 3, asserting the Creditor SLCFC Claims in
state courts in New York, Delaware and California and 20 federal
district courts across the United States, including Arizona,
California, Colorado, Connecticut, the District of Columbia,
Florida, Illinois, Indiana, Massachusetts, Maryland, Minnesota,
North Carolina, New Jersey, Ohio, Pennsylvania, Texas, Virginia,
Vermont, Washington and Wisconsin.

The Indenture Trustee have begun to serve the complaints filed in
the SLCFC Litigations and are preparing to file motions with each
of the courts presiding over the SLCFC Litigations to implement
the Bankruptcy Court's directive that the litigation be stayed
pending further order of the Bankruptcy Court.

By the clarification motion, the Indenture Trustees asked the
Bankruptcy Court to confirm that neither the automatic stay nor
the provisions of the SLCFC Claims Order prevent them from:

  (i) moving to consolidate or coordinate of the SLCFC
      Litigations, including by moving for consolidation of the
      Federal SLCFC Litigations into one MDL proceeding in
      accordance with Section 1407 of Title 28 of the U.S. Code;
      and

(ii) in the event any one or more SLCFC Courts or parties do
      not agree to stay the litigation of the SLCFC Litigations,
      filing all appropriate responses in connection with any
      motions, pleadings, or orders filed in the SLCFC
      Litigations.

Katharine L. Mayer, Esq., at McCarter & English LLP, in
Wilmington, Delaware, stated that the Federal SLCFC Litigations
represent compelling candidates for MDL consolidation.  Indeed,
consolidation of the Federal SLCFC Litigations into one forum
will reduce what would almost certainly amount to an enormous
burden on the Indenture Trustees, defendants, and the federal
judicial system, she pointed out.  Like the filing and service of
the various SLCFC complaints, consolidation of the Federal SLCFC
Litigations is just one more procedural step in initiating the
SLCFC Litigations and will not involve any prosecution of the
merits of the SLCFC Claims, she assures the Court.  Nor will it
prevent the Court from issuing further orders affecting the SLCFC
Litigations, in conjunction with its consideration of the rival
Chapter 11 Plans, she added.

In the event any order, pleading, motion, application or other
paper is served or filed in the SLCFC Litigations that requires a
response, the Indenture Trustees also asked the Bankruptcy Court
to confirm that the SLCFC Claims Order does not bar them from
taking all necessary responsive actions, including filing
responsive papers.  If the Indenture Trustees are barred by the
automatic stay or by the Bankruptcy Court's order from responding
to any development in the SLCFC Litigations, they will be
severely prejudiced and the prosecution of the SLCFC Claims may
be jeopardized, Ms. Mayer insisted.

                        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: Retirees File State Law Fraud Suits for $109-Mil.
-------------------------------------------------------------
William A. Niese and 186 retirees of The Times Mirror Company and
Tribune Company and its affiliates informed Judge Carey of the
U.S. Bankruptcy Court for the District of Delaware that they
commenced four state court actions seeking to avoid and recover
at least $109 million of alleged fraudulent transfers made to
shareholders of Tribune in connection with the 2007 leveraged
buyout transaction pursuant to the constructive fraudulent
transfer provisions of the Uniform Fraudulent Transfer Act of
Illinois.

The Retiree SLCF Actions are:

  (a) William A. Niese, et. al., v. Alliance Bernstein L.P.,
      Index No. 651516/2011 (New York State Supreme Court, New
      York County);

  (b) William A. Niese, et. al., v. Chandler Trust No. 1. et
      al., Case No. BC 462791 (Superior Court of the State of
      California, For the County of Los Angeles);

  (c) William A. Niese, et al v. A.G. Edwards, Inc. et al., C.A.
      No. N11C-06-015 FSS (Superior Court of the State of
      Delaware in and for New Castle County); and

  (d) William A. Niese, et al. v. ABN AMRO Clearing Chicago LLC,
      et al. Case No. 2011L005723 (Circuit Court of Cook County,
      Illinois, County Department, Law Division).

The Retirees allege that in 2000, Times Mirror was merged into
Tribune, with Tribune as the surviving entity.  Tribune, among
other things, assumed various obligations and commitments to the
retirees, most of whom had given a lifetime of service to Times
Mirror.  In 2007, during the peak of the financial excesses,
Tribune, pressured by its majority shareholders and lured by a
scheme orchestrated by Sam Zell, abandoned its duties and
obligations to its retirees, its employees and its creditors,
counsel to the Retirees, Jay Teitelbaum, Esq., at Teitelbaum &
Baskin, LLP, in White Plains, in New York --
jteitelbaum@tblawllp.com -- asserts.

Mr. Teitelbaum states that Tribune incurred approximately $11
billion in debt to complete a leveraged buyout transaction, which
contemplated the use of approximately $8 billion of those
borrowed funds to purchase, repurchase, redeem or cancel the
publicly held common stock of Tribune and the Tribune Entities by
and through a private Employee Stock Ownership Plan for no
consideration to Tribune and the Tribune Entities.  "The LBO
Transaction not only lined the pockets of certain Tribune's
insiders and controlling shareholders with billions of dollars,
it rendered Tribune and the Tribune Entities insolvent or with
unreasonably small capital or with insufficient assets to pay its
debts as they came due," he points out.

Mr. Teitelbaum avers that the mountain of debt resulting from the
LBO did not allow Tribune to adjust to the changing media
business and drove this icon of the media world into Chapter 11
less than a year after the LBO Transaction closed.  As a result,
the retirees were advised that their retirement benefits would be
treated as general unsecured claims of the now bankrupt Tribune;
that their periodic retirement payments would cease; and that
their retirement nest egg upon which they were relying for their
"golden years" be may be worth a few pennies on the dollar, he
states.  More than two and one half years into the bankruptcy
case and after the expenditure of more than $200 million of
Tribune's assets on professional fees -- more than double what
all retirees of Tribune and the Tribune Entities are owed -- the
retirees have been further burdened with the task of avoiding and
recovering the wrongful transfers of their retirement funds to
stockholders and financial advisors as part of the LBO
Transaction, he asserts.

Mr. Teitelbaum further notes that at least 25 additional state
law constructive fraud actions have been commenced in federal
district courts and state courts in at least 17 different states
by Deutsche Bank Trust Company Americas, Law Debenture Trust
Company of New York and Wilmington Trust Company, seeking the
recovery of at least $2.5 billion as alleged fraudulent
conveyances arising from the same LBO Transaction.

                        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)


UNIVERSAL CITY: S&P Keeps 'BB-' Corporate Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services's ratings, including its 'BB-'
corporate credit rating, on  Universal City Development Partners
Ltd. remain on CreditWatch with positive implications, following
completion of the acquisition of The Blackstone Group's 50%
ownership by NBCUniversal.

"At the same time, our issue level ratings on UCDP's senior
secured credit facility were withdrawn, as this debt was repaid
contemporaneously with the closing of the acquisition
transaction," said Standard & Poor's Ratings Services credit
analyst Ariel Silverberg.

NBCUniversal announced completion of its acquisition of The
Blackstone Group's 50% ownership in Universal City Development
Partners Ltd. As part of the transaction, UCDP issued a $600
million senior unsecured note to NBCUniversal, the proceeds of
which, together with available cash on hand, were used to repay
UCDP's existing senior secured credit facility. In addition,
NBCUniversal announced that UCDP will make an equity offering of
approximately $240 million to NBCUniversal, the proceeds of which
will be used by UCDP to redeem 35% of the aggregate principal
amount of its senior notes due 2015 and senior subordinated notes
due 2016. Following the redemption, approximately $406 million
principal amount of senior and senior subordinated notes would
remain outstanding.

NBCUniversal has also announced that it expects to launch a
consent solicitation and offer to guarantee the remaining balance
of UCDP's senior and subordinated notes in return for the consent
of the holders to amendments to the terms of UCDP's senior and
senior subordinated notes to conform to the covenants and events
of default to those contained in NBCUniversal's bond indenture.

"Our ratings on UCDP remain on CreditWatch with positive
implications. In the event the consent solicitation and offer to
guarantee is approved, we expect to raise our issue-level ratings
on UCDP's senior and senior subordinated notes to 'BBB+',
reflecting the credit support of NBCUniversal, which is rated
on a consolidated basis with its majority owner Comcast Corp.
(BBB+/Stable/A-2). Our corporate credit rating on UCDP would be
withdrawn," S&P stated.

"In the event the consent solicitation and offer to guarantee is
not approved, we would determine the credit quality of UCDP based
on the post-transaction capital structure and assessing the extent
to which we believe NBCUniversal would support a wholly owned
UCDP. We recently raised our corporate credit rating on UCDP to
'BB-'reflecting strong trends in operating performance, which we
believe will continue at least through 2011 and result in UCDP's
financial risk profile supporting the higher ratings on a stand-
alone basis," S&P stated.


VALASSIS COMMUNICATIONS: S&P Retains 'BB-' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said Valassis Communications
Inc.'s (BB-/Positive/--) recent $462.2 million refinancing of its
existing term loan B and delayed draw term loan due in March 2014
does not currently affect the rating on the company. "At the same
time we withdrew ratings on the term B and delayed draw term loan.
The new unrated senior secured credit facility includes a $300
million term loan due June 2016 and $100 million revolver of which
$50 million was drawn at closing," S&P stated.

"The 'BB-' rating incorporates our expectation of flat to modest
top-line growth and leverage remaining slightly below 2.5x in
2011. The rating also reflects the company's strong liquidity
position and our expectation that operating trends will continue
to improve in 2011," S&P related.

Rating upside potential relies on the company's balance sheet
management and continued stabilization in operating trends. "We
view a downgrade as less likely at this time given the company's
strong liquidity position. A downgrade would likely occur in the
event of a reversal in operating trends, along with a more
aggressive financial policy, resulting in a significant increase
in leverage and a reduction of liquidity," S&P said.

Rating List
Valassis Communications Inc.
Corporate credit rating      BB-/Positive/--
Senior unsecured
  $260 mil. notes due 2021    BB-
    Recovery rating           4

Ratings withdrawn
                              To               From
Valassis Communications Inc.
Senior secured
  Delayed draw term loan
    due 2014                  NR               BB+
   Recovery rating            NR               1
  Term loan B due 2014        NR               BB+
   Recovery rating            NR               1
  Revolving credit facility
    due 2012                  NR               BB+
   Recovery rating            NR               1


VALLEY VEHICLE: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Valley Vehicle Leasing, Inc.
        dba Valley Leasing Company
        P.O. Box 4746
        Brownsville, TX 78523

Bankruptcy Case No.: 11-10398

Chapter 11 Petition Date: July 1, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: John Kurt Stephen, Esq.
                  CARDENA WHITIS AND STEPHEN LLP
                  100 S Bicentennial Blvd
                  McAllen, TX 78501-7050
                  Tel: (956) 631-3381
                  E-mail: kurtstep@swbell.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 six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-10398.pdf

The petition was signed by John J. Young III, president.


VEGAS PLAZA: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Vegas Plaza, LLC
        8024 Greenfield
        Detroit, MI 48228

Bankruptcy Case No.: 11-58197

Chapter 11 Petition Date: June 30, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Donald C. Darnell, Esq.
                  DARNELL LAW OFFICES
                  7926 Ann Arbor Street
                  Dexter, MI 48130
                  Tel: (734) 424-5200
                  Fax: (734) 786-1605
                  E-mail: dondarnell@darnell-law.com

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

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

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mieb11-58197.pdf

The petition was signed by Haitham A. Thuwaini, member/manager.


VEY FINANCE: Taps Patrick Tuttle And Re/Max as Realtors
-------------------------------------------------------
Vey Finance asks the U.S. Bankruptcy Court for the Western
District of Texas for permission to employ Patrick Tuttle and
Re/Max Real Estate Group as realtors to market some of its real
property inventory located in El Paso, Texas.

The firm will get a commission of 4.5% if there is one broker
or half of 6% if there is more one broker involved in the
transaction, with the other broker(s) to receive 3% of the total
selling price of any property.

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

                         About Vey Finance

Vey Finance, LLC, in El Paso, Texas, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-30901) on May 13, 2011.
Judge H. Christopher Mott presides over the case.  Wiley F.
James, III, Esq., at James & Haugland, P.C., in El Paso, Texas,
represent the Debtor as bankruptcy counsel.  John W. (Jay)
Dunbar, CPA, serves as its regular accountant.  The Debtor
scheduled assets of $10,477,513 and liabilities of $12,504,207.
The petition was signed by Veronica L. Veytia, managing member.


VITRO SAB: Packaging Unit Files for Ch. 15, Bankruptcy in Mexico
----------------------------------------------------------------
Vitro Packaging De Mexico, an affiliate of Mexican Glass producer
Vitro SAB, commenced a Chapter 15 case (Bankr. N.D. Tex. Case No.
11-34224) in Dallas, Texas.

Packaging de Mexico is an indirect operating subsidiary of Vitro
SAB, a debtor in a chapter 15 case pending also in Dallas.
Packaging de M‚xico is a distributor of Vitro's glass containers
unit's products to the United States.  Products include glass
containers for the soft drink, beer, food, juices, wine and
liquor, pharmaceutical and cosmetics industries.

Packaging de Mexico incurs trade debt in the ordinary court of
business, and it is a guarantor of certain of Vitro SAB's borrowed
money debt.  As of Dec. 31, 2010, Packaging de Mexico's
outstanding guaranty obligations was approximately $1.216 billion
on account of certain notes issued by Vitro SAB.

After Vitro defaulted on the notes and the identical law suits in
the Supreme Court of the State of New York and the subsequent
attachment orders issued by the court, some of these customers
suspended payments on account of goods and services being provided
by Packaging de Mexico.

Deprived of those payments, Packaging de Mexico has been unable to
pay its suppliers, thus threatening its continued working
relationships with those suppliers and jeopardizing its ability to
service its customers going forward.

Packaging de M‚xico believes it is in the best interest of the
company and its creditors to seek relief under the Mexican
Business Reorganization Act to preserve its value as a going
concern and maximize the value of its assets for the benefit of
all creditors.

On June 29, 2011, Packaging de Mexico commenced the Voluntary
Mexican Proceeding by filing with the District Court of Nuevo Leon
a petition requesting a concurso mercantil declaration under the
Mexican Business Reorganization Act.  A Visitador has not yet been
appointed in the Voluntary Mexican Proceeding.  No order has been
entered by the District Court of Nuevo Leon either appointing
another foreign representative or limiting Packaging de Mexico's
rights in that regard.

Packaging de Mexico is asking the U.S. Bankruptcy Court to enter
an order recognizing the Mexican proceedings as "foreign main
proceedings".

                      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: U.S. Units Seek Exclusivity Until Oct. 2
---------------------------------------------------
The U.S. subsidiaries of Vitro SAB is asking the U.S. Bankruptcy
Court in Dallas for an additional 60 days when no one else can
propose a Chapter 11 plan.  If granted, exclusivity will be
stretched out to Oct. 2.  The U.S. units said in a court filing
that as much as $10 million will remain from the sale of the
business for distribution under a Chapter 11 plan.

An affiliate of Sun Capital Partners Inc. bought the operations of
Vitro's U.S. subsidiaries for about $55 million.  The price rose
some $15 million at auction.  The sale was completed on June 17.

Creditors have until Aug. 24 to file claims.

                      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: Can't Use Insider Votes for Cram Down
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Harlin "Cooter" Hale said in a
21-page opinion on June 24 that it can't use insider votes to cram
down negative votes on its reorganization plan.  Vitro defaulted
more than two years ago on $1.2 billion in bonds guaranteed by 49
subsidiaries.  Judge Hale said the Vitro parent is a holding
company.  Subsidiaries own the assets and conduct the operations.
Judge Hale's ruling says that Vitro cannot use insider votes to
cram the plan down when the operating companies owing the assets
aren't in bankruptcy in either Mexico or the U.S.

                      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.


WEST PACES: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: West Paces 100, LLC
        100 West Paces Road
        Atlanta, GA 30305

Bankruptcy Case No.: 11-69434

Chapter 11 Petition Date: July 1, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Robert Williamson, Esq.
                  SCROGGINS AND WILLIAMSON
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  E-mail: rwilliamson@swlawfirm.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-69434.pdf

The petition was signed by William B. Johnson, president.


WEST PENN: S&P Keeps 'B+' Rating on $748-Mil. Fixed-Rate Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services has revised the outlook to
developing from negative on its long-term rating on $748 million
series 2007A fixed-rate bonds issued by the Allegheny County
Hospital Development Authority, Pa. for West Penn Allegheny Health
System.

The rating remains unchanged at 'B+'.

"The outlook revision reflects this week's announcement that West
Penn and Highmark Inc. (A/Stable) signed a letter of intent to
enter into an affiliation, which, if successfully completed, would
see West Penn become a controlled subsidiary of a new parent
company that also includes the current Highmark Inc. as a
subsidiary. This affiliation would provide direct improvement to
West Penn's balance sheet through grants and loans from Highmark
Inc. to West Penn over the next three years and, more
significantly, bring potentially increased business volumes to
West Penn as it becomes part of a broader integrated network with
Highmark Inc. -- the region's dominant insurer," said Standard &
Poor's credit analyst Martin Arrick.

The developing outlook reflects the potential that the rating
could go higher or lower over the next one to two years. A higher
rating is likely if a definitive agreement is reached with
Highmark Inc., but the benefits of the affiliation may take some
time to become apparent beyond the immediate influx of capital. A
lower rating is possible if a definitive agreement is not reached
as West Penn's overall financial profile remains weak and
prospects for improvement remain unclear without the type of
change embodied by the recent affiliation announcement.

When West Penn and Highmark Inc. signed the term sheet for this
affiliation earlier this week, Highmark also provided West Penn
with an immediate $50 million grant. West Penn's management
reports that it expects to reach a definitive agreement within the
next few months. Under the term sheet, Highmark will provide West
Penn with up to $350 million of additional funding over three
years from the date of the signing of definitive agreement as well
as provide additional support for medical education. Under the
term sheet, it is envisioned that West Penn will remain obligated
for its own debt and pension obligations, but Standard & Poor's
believes that becoming part of an integrated health care delivery
system with Highmark Inc. and the new corporate parent will create
a new business model that should allow West Penn's credit to
improve over time. Standard & Poor's would expect to conduct a
full review when and if a definitive agreement is reached.

Standard & Poor's recently lowered its ratings on West Penn's
bonds to 'B+' from 'BB-', reflecting West Penn's failure to
meet financial expectations outlined in S&P's previous reports and
the organization's diminished financial flexibility in an
unsettled operating environment. Other factors included a weakened
balance sheet, decreases in business volumes and earnings, and
ongoing competition from the University of Pittsburgh Medical
Center. Should the definitive agreement with Highmark Inc.
not proceed, the underlying trends identified in our May report
will continue to be risks to current rating on West Penn's bonds.


WESTCLIFF MEDICAL: Seeks to File Chapter 11 Plan Until Aug. 12
--------------------------------------------------------------
Westcliff Medical Laboratories, Inc. and BioLabs, Inc. ask the
U.S. Bankruptcy Court for the Central District of California to
extend their exclusive periods to:

   (i) file a Chapter 11 plan through and including October 11,
       2011; and

  (ii) solicit acceptances on that plan through and including
       December 12, 2011.

The Debtors' Exclusive Plan Filing Period expires on
June 13, 2011; and the Debtors' Exclusive Solicitation Period
expires on August 12, 2011.

Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., in
Los Angeles, California, asserts that the exclusivity periods
should be extended because, due to the Federal Trade Commission
investigation of the sale of substantially all of the Debtors'
assets to LabWest, Inc. f/k/a Wave Newco, Inc., which only
recently became moot because the Debtors only recently filed their
final omnibus motion to reject leases and contracts designated by
LabWest for rejection.

The Debtors always intended to get a better handle on the large
rejection claims that were in flux prior to LabWest making its
final designations regarding leases and contracts to be rejected
by the Debtors, or assumed by the Debtors and assigned to LabWest
before preparing a disclosure statement and plan so that creditors
would have the best possible information when considering the
plan, Mr. Bender tells the Court.  He notes that the deadline to
file rejection claims, which could be substantial, will be 30 days
after entry of the order on the omnibus rejection motion.  At that
point, the Debtors will be in a position to prepare and file a
disclosure statement and plan, he relates.

Santa Ana, California-based Westcliff Medical was, prior to the
sale of substantially all of its assets, which closed on June 16,
2010, the operator of approximately 170 branded, stand-alone,
patient service center laboratories and STAT labs.  Westcliff
filed a Chapter 11 petition on May 19, 2010, in Santa Ana,
California (Bankr. C.D. Calif. Case No. 10-16743).  Ron Bender,
Esq., Jacqueline L. Rodriguez, Esq., Todd M. Arnold, Esq., and
John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo &
Brill, LLP, in Los Angeles, Calif., assist the Debtor in its
restructuring effort.  In its schedules, the Debtor listed
$61,210,303 in assets and $66,244,135 in liabilities.  Parent
BioLabs Inc. also filed for Chapter 11.  The parent has no assets
aside from owning Westcliff.


WILLIAM SWITZER: Chapter 15 Case Recognized as Foreign Proceeding
-----------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York recognized William Switzer &
Associates, Ltd.'s restructuring proceedings before the Supreme
Court of British Columbia pursuant to the Companies' Creditors
Arrangements Act, R.S.C. 1985, c. C-36, as a "Foreign Main"
proceeding.

As reported in the Troubled Company Reporter on June 10, 2011,
Michael J. Vermette, senior vice president of
PricewaterhouseCoopers, Inc., in his capacity as monitor of

William Switzer & Associates, Ltd., requested that the Court
recognize the Company's Chapter 15 case.

PricewaterhouseCoopers, Inc., is represented by:

         FOX ROTHSCHILD LLP
         Yann Geron, Esq.
         100 Park Avenue, Suite 1500
         New York, NY 10017
         Tel: (212) 878-7900
         Fax: (212) 692-0940
         E-mail: ygeron@foxrothschild.com

Switzer Ltd. is the successor corporation of the family-owned and
operated business founded by William Switzer in 1952 as a full-
service interior design business.  Since 1978, the Switzer Group
has evolved into a business specializing in the production of
handmade furniture, including bespoke custom furnishings, fine
quality reproductions, original house designs, the Lucien Rollin
Collection and the Charles Pollock collection.  Switzer Group
furniture is found in many exclusive homes and hotels world-wide.

Recognizing its financial difficulties, the Switzer Group retained
the services of PwC to help it address establish a plan for
restructuring.  The Switzer Group also retained restructuring
counsel at Davis LLP in Canada and Fox Rothschild LLP in the
United States to assist with a restructuring the business.
Despite having worked with these experienced parties to avoid a
court-supervised process since mid-February 2011, the demands of
the landlords in the United States and Canada have made it
necessary to go forward with formal court proceedings.

On May 13, 2011, the Honorable Madame Justice Gropper of the
Supreme Court of British Columbia, entered an initial order
commencing the Switzer Group's restructuring in Canada under the
CCAA.

PwC, on behalf of Switzer Ltd., sought creditor protection under
Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
11-12449) on May 20, 2011.  A copy of the Chapter 15 case summary
is in the May 24 edition of the Troubled Company Reporter.

According to papers filed in U.S. Bankruptcy Court, Switzer Ltd.
has taken further steps to reduce its surplus inventory, including
conducting a liquidation sale of showroom pieces through Maynards
Industries.  It is anticipated that in a restructuring proceeding,
Maynards will continue to play a key role in liquidating excess
inventory to realize substantial cash being tied up therein, and
to allow the Switzer Group's management to focus on restructuring
its business.

0910308 B.C. Ltd., a company owned by Renee and Allan Switzer, has
agreed to purchase Switzer Ltd.'s building on Cordova Street, in
Vancouver, British Columbia at its fair market value of
$1,175,000.  The Cordova Sale, which has been approved by PwC as a
prudent measure in restructuring the Switzer Group, is expected to
realize proceeds which will be used to pay down amounts owing to
the Bank of Montreal as the secured creditor with a collateral
mortgage on the building.  This will reduce the obligations of
Switzer Ltd. (and the obligations of the other members of the
Switzer Group pursuant to their guarantees) and also allow the
company to return its focus on its core business.
The Switzer Group has total liabilities of roughly $12,365,000.


WOLF MOUNTAIN: To Employ Kirton & McConkie as Litigation Counsel
----------------------------------------------------------------
Wolf Mountain Resorts, L.C. seeks approval from the United States
Bankruptcy Court Central District of California to employ Kirton &
McConkie, PC (KM) as Special Litigation Counsel.

KM represented the Debtor and continues to represent the Debtor in
its litigation arising out of a Complaint filed against the Debtor
by ASC Utah, Inc. in the District Court of The Third Judicial
District in and for Summit County, State of Utah, commencing the
lawsuit entitled ASC Utah, Inc. v. Wolf Mountain Resorts, L.C.

The firm's rates are:

                Personnel                Rate
                ---------                ----
             David Wahlquish             $350
             Robert Prince               $300
             Rod Andreason               $275
             Justin Star                 $235

KM will also seek reimbursement of out-of pocket expenses incurred
in representing the Debtor.  KM has not received a retainer for
post-petition services to be provided to the Debtor.

                 About Wolf Mountain Resorts

Wolf Mountain Resorts, L.C., based in Los Angeles, California, is
the former operator of The Canyons Ski Resort, one of Utah's
biggest vacation spots.  Wolf Mountain Resorts owns or leases most
of the land that comprise the ski resort, which it in turn leased
to ASC Utah Inc. pursuant to a ground lease and related
agreements.

Wolf Mountain Resorts filed for Chapter 11 bankruptcy just weeks
after it lost a $54.4 million legal battle with the resort's
former operator.  It filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 11-30162) on May 9, 2011.  Judge Peter Carroll
presides over the case.  Mark S. Horoupian, Esq., at
SulmeyerKupetz, serves as bankruptcy counsel.  Wolf Mountain
Resorts estimated that both its assets and debts measure between
$100 million and $500 million.


W.R. GRACE: Asks for OK of Massachusetts NRD Settlement
-------------------------------------------------------
W.R. Grace & Co. and its affiliates seek the Bankruptcy Court's
permission to enter into a consent decree with the United States
of America and the Commonwealth of Massachusetts addressing their
claims with respect to alleged natural resources damage at the
Blackburn and Union Privileges Superfund Site, in Walpole,
Massachusetts.

The Site is an "Additional Site" within the meaning of the 2008
Multi-Site Agreement.

The NRD Consent Decree resolves (i) the Government's NRD claim as
outlined in Claim No. 9634 insofar as it relates to the Site, to
the extent, if any, that the claim has not been resolved by the
Multi-Site Agreement and by that consent decree with respect to
the performance of certain Settling Defendants, including the
Debtors, of remedial design and remedial action work as well as
reimbursement of Response Costs incurred by the Government, in Re
United States v. BIM Inv. Corp. et. al., Nol:10-cv-11263-NG; and
(ii) Massachusetts NRD claim as outlined in Claim No. 12849
insofar as it relates to the Site, to the extent, if any, that the
claim has not been resolved by the Stipulation Resolving Claims of
the Massachusetts Department of Environmental Protection approved
on February 4, 2011.

The NRD Consent Decree requires that the Settling Defendants
compensate the Government and Massachusetts for the NRD claims.
However, unlike other consent decrees typically entered into by
the Government under the Comprehensive Environmental Response,
Compensation, and Liability Act, the Debtors' obligations under
the NRD Consent Decree are not stated to be joint and several with
the other Settling Defendants.

With respect to NRD, the Debtors agree under the NRD Consent
Decree to pay $358,745 to the United States Department of the
Interior, on behalf of the federal and state Natural Resources
Trustees, which is approximately 47.5% of the total amount that
the Trustees agreed to accept in payment for ecological and
groundwater NRD from all of the Settling Defendants.  The Debtors'
obligation to pay this claim is in the form of an allowed general
unsecured claim against the Debtors' bankruptcy estates, which
will be paid in the same manner as all other allowed general
unsecured claims within 30 days of the effective date of the NRD
Consent Decree or within 30 days of the effective date of a
confirmed Chapter 11 plan of reorganization for the Debtors,
whichever is later.

In addition, the Debtors agree under the NRD Consent Decree to pay
$168,339 to Massachusetts, which is 50% of the total amount that
Massachusetts agreed to accept in payment of groundwater NRD from
all of the Settling Defendants.  The Debtors' obligation to pay
compensation for NRD is in the form of an allowed general
unsecured claim against the Debtors' estates, which will be paid
in the same manner as the Allowed U.S. NRD Claim.

In return for the obligations to be assumed by the Settling
Defendants under the NRD Consent Decree, the Government and
Massachusetts will provide to the Settling Defendants a covenant
not to sue for matters addressed under the NRD Consent Decree.
Those matters include compensation for alleged injury to
groundwater and non-groundwater natural resources, and assessment
costs.

A hearing will be held on July 25, 2011, to consider the approval
of the NRD Consent Decree.  Objections are due July 8.

                     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)


* State Suit Valid Exercise of Police, Regulatory Powers
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a lawsuit by California regulators to address an
alleged scheme to corrupt decision-making by the California Public
Employees' Retirement System was an exercise of the state's
police or regulatory powers and therefore wasn't automatically
halted by a bankruptcy filing, U.S. District Judge Edward Reed
in Reno, Nevada, ruled on June 24 in reversing the bankruptcy
court.  California officials sued in state court alleging
securities fraud, sales of securities without a license, and
unfair competition.  Judge Reed reached a conclusion that the
state-court lawsuit was exempt from the automatic stay under
Section 362(b)(4) of the Bankruptcy Code.


* Dismissal Not Allowed for Debtor's Own Mistake
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a district judge in Boston ruled on June 24 that an
individual who filed originally in Chapter 11 wasn't entitled to
have the case dismissed because he hadn't received compulsory
credit counseling before bankruptcy.  U.S. District Judge Douglas
Woodlock said the doctrine of judicial estoppel prevented the
bankrupt from relying on a fact contrary to what he said in the
original bankruptcy petition.  The case is In re Fiorillo,
10-44179, U.S. District Court, District of Massachusetts (Boston).


* Short-Term Debt Isn't Stretched to Long-Term in Chapter 13
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports an individual in Chapter 13 may not convert a short-term
secured debt into a long-term debt, the U.S. Court of Appeals in
New Orleans ruled on June 22 in an unsigned opinion.  The case is
Pierrotti v. U.S. (In re Pierrotti), 10-31048, 5th U.S. Circuit
Court of Appeals (New Orleans).


* Couple Asks Ninth Circuit Court to Rule on Gay-Marriage Ban
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that just days after the Justice
Department filed an appeal of a ruling declaring the federal ban
on gay marriage unconstitutional, lawyers for a same-sex couple at
the center of a bankruptcy dispute upped the ante by asking the
Ninth U.S. Circuit Court of Appeals to take the case.


* To Bank's Consternation, Trump Reaps Windfall in Kluge Downfall
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that in the history of rapid
wealth loss, Patricia Kluge stands apart.

Once married to one of America's richest men, she won a divorce
settlement in 1990 worth more than $100 million and proceeded to
spend it on her lifestyle and business ventures, according to Dow
Jones' DBR Small Cap.

She was forced to sell off her Cartier diamonds, Givenchy gowns
and silk drapes before declaring personal bankruptcy in June, the
report notes.


* Centerbridge Has $4.4-Bil. for 2nd Restructuring Fund
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that Centerbridge Partners LP
held a final close at roughly $4.4 billion for its second fund
focused on restructurings and buyouts, said a person familiar with
the situation.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***