TCR_Public/120606.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 6, 2012, Vol. 16, No. 156

                            Headlines

23 EAST: U.S. Trustee Wants Ch. 11 Case Converted or Dismissed
ALCO CORP: Reorganization Plan Outline Hearing Set for June 20
ALLIED SYSTEMS: Can't Move Involuntary Case Out of Delaware
AMERICAN AIRLINES: Ruling on Bid to Scrap CBAs by June 22
AMERICAN AIRLINES: US Airways and TPG May Team Up for AMR Bid

AMERICAN AIRLINES: PSAs Lose Bid to Block Changes to Work Terms
AMERICAN AIRLINES: Resumes Pre-Delivery Payments to Boeing, Airbus
AMERICAN AIRLINES: Hires Felsberg Pedretti as Corporate Counsel
AMERICAN AIRLINES: Hires Sheppard as Special Counsel
AMERICAN CASINO: S&P Prelim. Rates $310MM Sr. Secured Notes 'B+'

B+H OCEAN: Case Summary & 10 Largest Unsecured Creditors
BERNARD MADOFF: Ex-Trader's Son Pleads Guilty to Criminal Charges
BLUE RAVEN: Case Summary & 20 Largest Unsecured Creditors
BON-TON STORES: Fitch To Rate New Sr. 2nd Lien Notes at 'CCC/RR5'
BUFFETS INC: Deloitte Tax Approved as Special Tax Advisors

BUFFETS INC: Has Until July 17 to Propose Chapter 11 Plan
BUFFETS INC: Units File Amended Schedules of Assets and Debts
CAESARS ENTERTAINMENT: Jonathan Halkyard Resigns as EVP & CFO
CARPENTER CONTRUCTORS: Has Access to Cash Collateral Until July 1
CERAGENIX CORPORATION: Atty Faces Suit Over Whistleblower's Ouster

CGO ENTERPRISES: Marijuana Grower Agrees to Case Dismissal
CHEF WOO: Seeks U.S. Recognition of Canadian Case
CIRCUIT CITY STORES: May Recoup $124K Paid to Russellville Steel
CIRCUS AND ELDORADO: Silver Legacy Resort Owner Files Plan
CLEAN BURN: Trustee Says Plan OK Despite NC Tax Concerns

CLEARWIRE CORP: Crest Financial Owns 5.8% of Class A Shares
CONDOR DEVELOPMENT: Can Use EastWest Cash Collateral Until June 22
CONGRESSIONAL HOTEL: Modified Joint Liquidation Plan Confirmed
CONSTRUCTORA DE HATO: Filing Deficiency Cues Possible Dismissal
CONTRA COSTA: S&P Affirms 'B' Rating on 1999 Tax Allocation Bonds

COSTA DORADA: Plan Outline Hearing Scheduled for June 12
CRYSTAL CATHEDRAL: Member Files $5.6 Million Claim
CUSTER ROAD: Disclosure Statement Hearing on July 9
DALPHIS AMERICA: Lays Off 75 Workers; Puts Assets Up for Sale
DELTA PETROLEUM: U.S. Trustee Objects to $1.5-Mil. Breakup Fee

DEWEY & LEBOEUF: Schedules Filing Deadline Moved to July 26
DEWEY & LEBOEUF: Creditors' Committee Hires Brown Rudnick
DEX ONE: Restructuring Capital Hikes Equity Stake to 9.9%
DYNASTY DEVELOPMENT: Sec. 341 Creditors' Meeting Set for Sept. 26
EDRA BLIXSETH: Summary Judgment Motions Denied in Suit v. Lender

FAIRFAX CROSSING: Final Decree Closing Ch. 11 Case Entered
FRANKLIN CREDIT: Files for Chapter 11 With Prepack Plan
FREEDOM COMMS: Plan Trust Prevails Over Ex-Employee's Claim
GIBRALTAR KENTUCKY: Wants to Hire Lazzara & Company as Accountant
GLOBAL SHIP: 2012 Annual Shareholders Meeting Set for July 10

GORDIAN MEDICAL: Court Approves Fulbright as Regulatory Counsel
GORDIAN MEDICAL: Committee Has Access to GlassRatner Data
GORDIAN MEDICAL: Court Approves Landau as Committee's Counsel
GORDIAN MEDICAL: Wants to Hire Loeb & Loeb as Tax Counsel
GORDIAN MEDICAL: Files Schedules of Assets and Liabilities

GOSPEL RESCUE: Case Summary & 20 Largest Unsecured Creditors
GUIDER AVENUE: Case Summary & 2 Largest Unsecured Creditors
HARPER BRUSH: Asks Court to Approve CRO Contract
HARPER BRUSH: Wants to Use Cash Collateral for 3 Weeks
HARPER BRUSH: Hiring Bradshaw Fowler as Bankruptcy Counsel

HAWKER BEECHCRAFT: Alvarez & Marsal OK'd as Restructuring Advisors
HAWKER BEECHCRAFT: Committee Opposes Terms of Cash Access
HAWKER BEECHCRAFT: Gets Final OK to Pay Critical Vendors Claims
HAWKER BEECHCRAFT: Curtis Mallet-Prevost OK'd as Conflicts Counsel
HAWKER BEECHCRAFT: Perella Weinberg Approved as Financial Advisors

HAYDEL PROPERTIES: Has Deal Over Use of Hancock Cash Collateral
HEARTHSTONE HOMES: Court OKs $178,000 Protective Advances by ARE
HEARTHSTONE HOMES: Trustee Wants to Borrow $365,000
HEARTHSTONE HOMES: Ordered to Surrender Properties to Model
HEARTHSTONE HOMES: Court Allows Dixon to Recommence Audit

INTERGEN NV: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Neg
INTERNATIONAL TEXTILE: Techcombank Takes Hold of ITG-PP's Assets
INVENTIV HEALTH: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg
K5 GLOBAL: AID Fails in Bid to Transfer Case to N.D. Texas
LACK'S STORES: Plan of Reorganization Declared Effective

LEE ENTERPRISES: Berkshire Hathaway Reports 3% Stake
LEHMAN BROTHERS: Paulson, Geithner Testify in $8.6-Bil. Suit
LEHMAN BROTHERS: SEC Won't Recommend Enforcement Action
LIFECARE HOLDINGS: Moody's Cuts CFR to 'Caa3'; Outlook Negative
LODGENET INTERACTIVE: Long-Time CEO S. Peterson Departs

LODGENET INTERACTIVE: M. Abbott & D. Bradbury Named to Board
MARIANA RETIREMENT FUND: State to Look Into Attorneys' Fees
MEDICAL CARD: Moody's Cuts Senior Secured Debt Rating to 'Caa3'
MEDPACE INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
MOMENTIVE PERFORMANCE: To Issue $250 Million Sr. Secured Notes

NEW ORLEANS SEWERAGE: S&P Ups SPUR on Water Revenue Bonds to 'BB+'
NORBORD INC: Moody's Affirms 'Ba2' CFR, Rates Sr. Notes 'Ba2'
NORTH AMERICAN PLUMBING: Files for Chapter 11 Protection
O&S TRUCKING: Case Summary & 20 Largest Unsecured Creditors
OEP PEARL: S&P Gives 'B' Corporate Credit Rating; Outlook Positive

OILSANDS QUEST: Applies to Delist from the NYSE MKT
OMEGA NAVIGATION: Plan Filing Deadline Extended to July 20
OTERO COUNTY: Plan Proposes Full Payment to Most Creditors
PENINSULA HOSPITAL: Trustee Wants to Sell Furniture and Equipment
PENINSULA HOSPITAL: Garfunkel Approved as Ch.11 Trustee's Counsel

PEP BOYS: S&P Keeps 'B' Corporate Credit Rating on Watch Negative
PINNACLE AIRLINES: Barclays Capital Approved as Investment Banker
PINNACLE AIRLINES: Has Until June 11 to File Schedules, Statements
PINNACLE AIRLINES: Imperial Okayed as Committee Advisor
PINNACLE AIRLINES: Morrison & Foerster Okayed as Committee Counsel

PLATINUM PROPERTIES: Seeks Nod $1.1-Mil. Loan from Golden
PROCTOR HOSPITAL: S&P Affirms 'BB+' Rating on $22MM Revenue Bonds
PURE BEAUTY: Has Until July 30 to Propose Chapter 11 Plan
RALPH ROBERTS: Files for Chapter 11 Bankruptcy Protection
REAL AMERICA: Stay Relief Order On Hold Pending Payment to Lender

RCF KITCHENS: Voluntary Chapter 11 Case Summary
RCR PLUMBING: Reorganization Plan Outline Hearing Set for June 26
RG STEEL: June 21 Hearing Set to Consider Sale Procedures
RG STEEL: Has $15-Mil. Stalking Horse Bid for Steubenville Plant
RG STEEL: Schedules Filing Deadline Extended to July 16

RG STEEL: Hiring Kurtzman Carson as Claims and Noticing Agent
RG STEEL: Meeting to Form Creditors' Panel on June 12
RG STEEL: To Lay Off About 2,000 Employees
RIDGE MOUNTAIN: Tennessee Apartments Operator Files for Chapter 11
RILEY MORE: Files for Chapter 11 Bankruptcy Protection

RITE AID: $296.3 Million 2015 Senior Notes Validly Tendered
SALLY HOLDINGS: Moody's Lifts Rating on Sr. Unsec. Notes to 'Ba3'
SEARS HOLDINGS: Sears Canada Files Form 20-F for Partial Spinoff
SOLAR MILLENNIUM: Seeks to Stop Suits in U.S.
SHENGDATECH INC: Wants Exclusive Right to File Plan Until Sept. 12

SOLYNDRA LLC: U.S. Trustee Balks at Additional Financing
SOUTHERN OAKS: Wants Until Aug. 28 to Propose Chapter 11 Plan
SP NEWSPRINT: Wants to Extend DIP Loan Termination Until Sept. 17
THOR INDUSTRIES: Hearing on Futher Cash Collateral Use on June 11
THREESTRANDS BY GRACE: Can Hire Counsel on Flat Fee Basis

USEC INC: Amends Revolving Credit Facility with JPMorgan
VISHAY INTERTECHNOLOGY: S&P Rates $150MM Debentures 'BB+'
VITRO SAB: Bondholder Counsel Says Bankruptcy Plan an 'Outrage'
WASHINGTON MUTUAL: Oregon Court Nixes Suit Against JPMorgan
WATERLOO RESTAURANT: Wants to Cancel Lease For Macaroni Grill

WAUPACA FOUNDRY: Moody's Assigns 'B1' Corp. Family Rating
WCI COMMUNITIES: Contempt Suit Survives Motion to Dismiss
WESTERN REFINING: Moody's Upgrades CFR to 'B2'; Outlook Positive
WILCOX EMBARCADERO: Court OKs Steele George as Bankruptcy Counsel
WILCOX EMBARCADERO: Gabrielson & Company Approved as Accountant

WJO INC: Tristate Capital Wants Ch. 11 Trustee Appointment
ZUFFA LLC: Term Loan Upsize Plan No Impact on Moody's 'Ba3' CFR

* Latham Atty's No-Show at Fee Reform Meeting Irks DOJ

* Upcoming Meetings, Conferences and Seminars

                            *********

23 EAST: U.S. Trustee Wants Ch. 11 Case Converted or Dismissed
--------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, asks the U.S.
Bankruptcy Court for the Southern District of New York to dismiss
or convert the Chapter 11 case of 23 East 39th Street Developers
LLC to one under Chapter 7 of the Bankruptcy Code.

According to the U.S. Trustee:

   -- the Debtor is a corporation but has not retained counsel
      under Section 327 of the Bankruptcy Code;

   -- the Debtor has not filed its schedules or a statement of
      financial affairs even though the case is over one month
      old; and

   -- the Debtor's failure to file the appropriate pleadings
      represents a gross mismanagement of the estate.

A hearing on June 13, 2012, at 9:45 a.m. has been set.

                     About 23 East 39th Street

23 East 39th Street Developers LLC filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11304) on March 30, 2012.  The Debtor
estimated assets and debts of $10 million to $50 million as of the
Chapter 11 filing.

According to a state court filing, the Debtor bought in October
2007 a building on 23 East 39th Street in Bronx, New York, from
entity 23 East 39th Street Management Corp.  Subsequent to the
sale, Management leased the property from the Debtor and
subsequently vacated the property in May 2008.  A June 2009 post
by http://www.loopnet.com/the building is/was available for sale
for $16.5 million.  The property has two luxury residential
dwellings in addition to five stories of commercial space.  The
six-story building has 11,649 square feet of space.

Judge Robert E. Gerber oversees the case.  James O. Guy, Esq., in
Clifton Park, New York, serves as counsel to the Debtor.


ALCO CORP: Reorganization Plan Outline Hearing Set for June 20
--------------------------------------------------------------
The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico will convene a hearing on June 20, 2012,
at 9 a.m., to consider adequacy of the disclosure statement
explaining Alco Corporation's Plan of Reorganization dated May 10,
2012.  Objections, if any, are due 14 days prior to the hearing.

According to the Disclosure Statement, the Debtor's Plan under its
own execution will be substantially supported by the Debtor's
operations, the collection of the account receivables and the sale
of all assets not necessary for its reorganization, including but
not limited to the asphalt plant and permits related to the
location in Hatillo, Puerto Rico and the real estate and asphalt
plant located at Guayama, Puerto Rico.  The Debtor will generate
revenue by the continued operations of the asphalt plant located
at Canovanas, Puerto Rico and all new paving projects obtained
during the term of the Plant for the private and public sector.

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

                         About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 12-00139) on Jan. 12, 2012.
Carmen D. Conde Torres, Esq., and C. Conde & Associates
represents the Debtor in its restructuring effort.  Alco tapped
Jimenez Vasquez & Associates, PSC, as accountants.  The Debtor
scheduled $11.2 million in assets and $7.76 million in debts.
The petition was signed by Alfonso Rodriguez, president.

The Debtor reached an agreement with Banco Popular de Puerto Rico
regarding the sale of the company's asphalt plant located on Toa,
Alta, Puerto Rico.  In consideration of the sale and release of
the liens which attach the assets to be sold to BTB, the bank will
accept payment of $225,000, in exchange for the withdrawal of its
objection.


ALLIED SYSTEMS: Can't Move Involuntary Case Out of Delaware
-----------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Friday denied Allied Systems Holdings Inc.'s
motion seeking to shift the venue of its involuntary Chapter 11 to
Georgia, ruling the alleged debtors did not meet the burden of
proof that fell to them.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.


AMERICAN AIRLINES: Ruling on Bid to Scrap CBAs by June 22
---------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York expects to hand down his decision on AMR
Corp. and American Airlines, Inc.'s motion to reject labor
contracts by June 22, 2012, David McLaughlin of Bloomberg News
reported.

The bankruptcy judge disclosed the new date for the decision after
the second week of testimony and evidence regarding the rejection
of the CBAs, according to The Wall Street Journal.  The two sides
originally agreed for the bankruptcy judge to rule by June 6.

AMR and the unions made closing arguments in late May, on whether
the airline should be given the green light to throw out the labor
contracts with its pilots, flight attendants and mechanics,
Bloomberg noted.  The trial ends as US Airways Group, Inc., is
moving closer to its pursuit of a merger with AMR.  US Airways has
obtained agreements on contract terms with AMR's three unions,
which say that AMR is better off as a merged company, Bloomberg
said.

Jack Gallagher, Esq., counsel for American, said during closing
arguments that the possibility of a merger is "wholly speculative"
regardless of union support for it, Bloomberg reported.  Only
American's business plan as a stand-alone company is relevant to
the judge's decision on the contracts, Mr. Gallagher told Judge
Lane, Bloomberg further said.  "American is strong as a standalone
company.  American does not need a merger."

Bloomberg noted that the carrier has repeatedly warned in court
papers that it will have not viable business enterprise if it
cannot void the contracts.  The company requires $1.25 billion in
annual employee savings, which affects all employees, management
included, according to its restructuring Web site.  American's
plan entails cutting 13,000 jobs, changing work rules and benefits
it says it can no longer afford, investing in its fleet, growing
internationally and making greater use of regional jets, the
report noted.

At the trial, which began in April, AMR's witnesses, including
chief restructuring officer Beverley Goulet, touted the business
plan and the carrier's need to cut labor costs, Bloomberg relayed.
The CRO defended the plan after criticism by unions and their
advisers, insisting that the plan will ensure American's
profitability in the long run, the report noted.

However, the unions believe that the carrier has not shown the
need to reject the contracts, Bloomberg said.  They insist that
American designed its business plan and reductions in labor costs
without considering a merger that could lessen sacrifices sought
from union workers, according to the report.

"The company hasn't shown need.  The company hasn't shown good
faith," Sharon Levine, Esq., at Lowenstein Sandler PC, in New
York, counsel for the Transport Workers Union, was quoted by
Bloomberg as saying at the hearing.  Daniel Akins, an expert
retained by the Association of Professional Flight Attendants,
testified that American is in a corner and that it needs a merger
to better compete with rivals, according to a separate Bloomberg
report.  "It's inevitable," Mr. Akins said of the possible merger
with US Airways, the report relayed.

Nevertheless, Judge Lane urged American and its unions to
negotiate a deal as he considers a ruling, Bloomberg relayed.
The bankruptcy judge recognized that regardless of the outcome,
the two sides will be "stuck with each other" and have to
negotiate new agreements, the report noted.

"I urge, and cannot urge any more strongly, that parties resolve
this dispute where it should be dealt with, at the negotiating
table," the bankruptcy judge was quoted as saying.  "That means
people are going to have to pocket some really hard feelings on
both sides that go back quite a ways."

Jack Butler, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Chicago, Illinois, counsel for the Official Committee of Unsecured
Creditors, echoed the bankruptcy judge's sentiment, according to
Dallas Morning News.  "There are 28 days between today and the
time Your Honor is scheduled to issue your ruling, and we believe,
the committee believes, that the way for everyone to win is for
people not to play the outcome of what 1113 relief might be, but
rather to settle between here and there," Mr. Butler said on the
last day of the hearing.

According to Reuters, American Airlines and its flight attendants
have entered into talks that soon broke off without a deal.  The
Association of Professional Flight Attendants spokesperson Leslie
Mayo confirmed in a statement that the parties failed to reach a
deal after two days of meetings that started on May 29, according
to the report.

American and the Allied Pilots Association began to meet for labor
concessions, David Koenig of The Associated Press also reported.

AMR Vice President of Flight Operations John Hale said in a memo
to pilots that while American plans to furlough 400 pilots this
year, it plans to grow 20% over the next years, resulting to
2,500 new pilots jobs and an increase in pilots' pay of 10% to
more than 30%, the report relayed.  Tom Hoban, spokesperson for
the pilots, said nobody is going to buy the officer's statements,
unless the carrier is willing to put the job and pay increases in
a contract, The Associated Press stated.

              Debtors Defend Sec. 1113 Proposals,
               Blast Unions' Merger Negotiations

"Union claims that the number is simply too high because it cuts
deeply cannot suffice.  That is the very nature of restructuring,"
says Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New
York, counsel to the Debtors.

The rejection of the CBAs is necessary for American's successful
reorganization, Mr. Miller insists.  Even before filing Chapter
11, American's non-labor costs were in line with those of its
competitors, he says.  American has identified all opportunities
to enhance materially its revenue and to reduce further its non-
labor costs before identifying the amount of necessary labor cost
reductions, he says.

Specifically, American's proposals treat its employees fairly and
equitably by seeking a 20% reduction in labor costs for each
employee group (including management and non-union), but asking
each group to reach these labor cost reductions through wage,
benefit, and work rule changes specific to the unique posture of
each group has been endorsed by the courts, Mr. Miller states.
This resulted in proposed annual direct labor cost reductions of
$370 million from APA, $230 million from APFA, and $390 million
from all TWU units combined, he says.

American has also presented ample evidence that other stakeholders
will be shouldering a significant share of the sacrifice, Mr.
Miller states.  Direct labor costs for Management and Support
Staff will be reduced by $165 million annually, he notes.  The
Company's proposals will put American on generally equal footing
with other Network Carriers in terms of compensation, work rules,
productivity, and benefits, he adds.

"Contrary to Union intimations, American is committed to its
standalone Business Plan and categorically rejects any effort to
characterize its Business Plans as a mere placeholder for a future
merger transaction," Mr. Miller argues.  He asserts that
consolidation is not the sole means to redress American's
competitive disadvantage, and not all companies that have gone
through Chapter 11 restructuring have merged.

Without first getting control of its labor costs, American would
be at a disadvantage in any merger negotiation, Mr. Miller points
out.  Labor costs generally migrate upward in a merger, and any
merger involving American would be subject to labor cost dis-
synergies if American did not deal with its labor costs prior to
exploring consolidation opportunities, he says.

Indeed, the Unions' negotiations with third parties, and the
prospect of a transaction at some point in the future, are simply
irrelevant, under Section 1113 of the Bankruptcy Code, Mr. Miller
argues.  "Adopting the Unions' view of the statute would create
an obvious incentive for a union facing a Section 1113 motion (or
another company seeking to derail a competitor) to conjure as
many speculative transactions as possible to delay the debtor's
attempt to lower its labor costs," he avers.

To be clear, American has made no determination as to whether any
such a transaction would be feasible, and has made no judgment as
to whether such a transaction would be in the best interests of
the company or its creditors, Mr. Miller says.  He clarifies that
American has not entered into merger discussions of any kind with
US Airways.

"American has made herculean efforts to provide each of its
Unions with information at an extraordinary level of detail on
its 'operational economics, an unvarnished evaluation of its
current straits, and a thorough analysis of all of the incidents
of [its] income and expense that would bear on its ability to
maintain a going concern in the future," Mr. Miller tells Judge
Lane.  The fact that American could not reach a compromise with
the Unions on certain key issues or a resolution with the Unions
on bona fide valuation disputes is not evidence of any lack of
good faith on American's part, he contends.

This result is driven by the language of Section 1113 itself,
which obligates the debtor to make certain that it asks only for
what it, in good faith, believes is "necessary to permit the
reorganization of the debtor," Mr. Miller avers.  Given this
statutory obligation, the Court can hardly fault a debtor for
being reluctant to move off the savings target it has concluded
is necessary absent proof that the number is erroneous, he
maintains.

The Debtors separately object to the APA's position that the
Court's focus in making their Section 1113 decision must be fixed
on American's proposals as they existed at the time the Sec. 1113
Motion was filed.  Mr. Miller argues that the Section 1113
expressly predicates the Court's ruling on the last proposal
"prior to the hearing" rather than the initial proposal made
"prior to filing an application for rejection.

In support of the Debtors' memorandum, these officers filed
supplemental declarations, full-text copies of which are
accessible for free at:

  * Denise Lynn, senior vice president, People Department, at:
    http://bankrupt.com/misc/AmAir_DeniseLynnMay23Dec.pdf

  * Dennis Newgren, managing director, at:
    http://bankrupt.com/misc/AmAir_DennisNewgrenMay21Dec.pdf

  * Keith Austin, employee relations principal, at:
    http://bankrupt.com/misc/AmAir_KeithAustinMay21Dec.pdf

  * Eric T. Briggle, managing director, financial planning, at:
    http://bankrupt.com/misc/AmAir_EricBriggleMay22Dec.pdf

              Labor Proposals are Not Necessary
                 Modifications, Says TWU

The TWU insists that the Debtors' March 22, 2012 proposals are not
necessary modifications that permit a successful reorganization,
according to its proposed findings of fact and conclusions of law
filed with the Court.

The TWU's court filing relates to the rejection of CBAs covering
the Aviation Maintenance Technicians and Plant Maintenance and
Stock Clerk and Crew Chief Stock Workers, who did not accept the
Debtors' offer.

On May 15, 2012, American Airlines announced that it ratified
agreements with five workgroups represented by the Transport
Workers Union, including Fleet Service, Dispatch, Maintenance
Control Technicians, Simulator Technicians, and Ground School and
Simulator Pilot Instructors.  These consensual agreements
preserve approximately 1,300 jobs, and provide an Early-Out
package, a profit sharing plan, future pay increases, a 401(k)
company match and a potential company prefunding refund.

The five groups who accepted AMR's offer will not see changes in
jobs, wages or working conditions until the court rules on AMR's
request to reject the labor contracts, according to David Koenig
of the Associated Press.  AMR spokesperson Bruce Hicks said that
1,960 more jobs could have been saved if the two work groups
accepted the proposal, the Associated Press reported.

American said in a statement that it will pursue its Section 1113
Motion as to those groups that declined to accept the proposal.
American however intends to continue to negotiate in good faith
with the TWU with the goal of reaching consensual agreements.
The carrier and the dissenting workgroups have agreed to engage
in talks at a date to be disclosed, Bloomberg News relayed.

"Though the Debtors argue that they need to make labor costs
competitive, the unrefuted evidence shows that the March 22
Proposals will push M&R & Stock Clerks employees to a new bottom
of the market," argues Ms. Levine, counsel to the TWU, in the
court filing.

The Debtors assert that they need these changes to meet financial
targets, but as David Resnick, the Debtors' investment banker,
testified, financial targets are soft targets, Ms. Levine
contends.  Whether the Debtors have $1.25 billion, or $1.1
billion, or $1.05 billion in cuts is unlikely to make a material
difference to their operations or their reorganization, she
points out.

The evidence further demonstrates that the TWU proposed viable
alternatives that could achieve sustainable cost savings in the
range sought by the Company without terminating nearly 4,600
members of the TWU workforce, Ms. Levine tells Judge Lane.  The
Company, however, rejected these proposals and refused to
negotiate either its overall "ask" or the form of concessions,
she points out.  "The Company's failure to provide information
about the likelihood of an alternative transaction and the
perceived benefits to labor as a result of such a transaction
constitutes a failure to provide the relevant information
necessary to evaluate the March 22 Proposal," she maintains.

               PBGC's Proposed Findings of Fact

The Pension Benefit Guaranty Corporation submitted its proposed
findings of fact and conclusion of law with respect to American's
defined benefit plans, namely: the Pilot Retirement Benefit
Program; the Retirement Benefit Plan of American Airlines, Inc.
for Employees Represented by the Transport Workers Union of
American America, AFL, CIO; the Retirement Benefit Plan of
American Airlines, Inc. for Flight Attendants; and a fourth plan
maintained for unrepresented employees not subject to these
Section 1113 proceedings.

In its proposals to the Unions, dated March 21, 2012, American
announced its intention to freeze its four defined benefit plans.
The plan freeze means that the defined benefit plans will remain
ongoing and while employees covered by the defined benefit plans
will not earn future benefits, they will keep the benefits they
accrued through the effective date of the freeze.

Pursuant to a stipulation between American and PBGC, American
agreed, among other things, to seek amendment of its collective
bargaining agreements only to the extent necessary to implement a
freeze.  With respect to the Pilots Plan, the agreement depends
on the resolution of certain structural issues relating to the
elimination of the lump sum benefit and similar optional forms of
benefit in a manner and on a timetable satisfactory to American,
says the PBGC.

                    Other Sec. 1113 Matters

A. Debtors Seek to Exclude Heppner Testimony

The Debtors ask the Court to strike certain paragraphs of the
purported expert testimony of Christopher D. Heppner, an actuary
with the Segal Company, whose declaration has been filed as an
exhibit to the APA's objection to the Sec. 1113 motion.

In his direct testimony, Mr. Heppner disputed the value of the
active medical plan design savings that American can be
reasonably expect to achieve for the periods 2012 to 2017, due to
what he says is a decrease in utilization of plan services.  Mr.
Heppner, however, conceded at his deposition that he personally
does not have any basis for offering an opinion as to what, if
any, change in utilization could be expected from the proposed
plan changes, the Debtors assert.  The motion also notes that the
APA failed to produce the software to the Debtors for examination
prior to or after Mr. Heppner's deposition, despite the fact that
it plainly provides the sole basis for APA's claim that the value
of the active medical design savings is greater than the Debtors
have asserted.

The APA objects to the Debtors' Motion, asserting that Mr.
Heppner's general reliance on software rendering his opinion on
the valuation of the proposed changes to active medical was
permissible.  The union also contends that Mr. Heppner had
sufficient knowledge of the software and found it to be reliable.
The non-disclosure of the specific software was permissible
because following discussions between the Debtors and the APA,
the Debtors dropped their request for the underlying software.
The Debtors waived any objections to certain portions of the
Heppner Declaration by not filing objections by the deadline set
forth in the stipulated scheduling order, the APA insists.

B. Filing of Supplemental Declarations

Alexander V. Rohan, senior vice president of Jefferies & Company,
Inc., and Adam E. Condrick, member of the American Academy of
Actuaries, filed with the Court supplemental declarations in
support of the APFA's objection to the Sec. 1113 Motion.

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

  http://bankrupt.com/misc/AmAir_CondrickCorrDec.pdf
  http://bankrupt.com/misc/AmAir_RohanSuppDec.pdf

C. Admission of Exhibits

The parties filed with the Court a joint list of exhibits
admitted at hearing of the Sec. 1113 proposals.

The Debtors previously objected to certain of the Unions' trial
exhibits.  Their objections to the trial exhibits were served
upon counsel for the Unions and the parties thereafter met and
conferred to develop a process for resolution of the objections.

The Debtors also filed with the Court a corrected CBA Exhibit
703C-A, which is filed under seal.  The TWU also filed an
attachment to its memorandum, containing contract proposals made
by AMR to the union's workgroups, a copy of which is available
for free at http://bankrupt.com/misc/AmAirProposalstoTWU.pdf

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: US Airways and TPG May Team Up for AMR Bid
-------------------------------------------------------------
US Airways Group and private equity firm TPG Capital may jointly
bid for AMR Corp., said people familiar with the matter, Reuters
reported.

According to Reuters, a partnership with TPG could boost US
Airways bid for AMR in several ways.  Among other things, it
could increase the carrier's financial flexibility, including the
ability to pay some AMR creditors in cash, Reuters noted.

The people clarified that the discussions between US Airways and
TPG are not exclusive and a joint bid is just one of the many
options each party is considering.  US Airways has received
expressions of interest from several parties in financing a
potential merger for AMR, while the private equity firm is
keeping its options open and may look at becoming AMR's financial
partner under the airline's standalone restructuring plan, the
people told Reuters.  US Airways has yet to determine whether it
would need a financial partner to fund a potential bid for AMR,
according to the people.

Reuters recalled that people familiar with the matter previously
said that the airline wants to negotiate a merger on its own
terms after emerging from bankruptcy and could set its sights on
different targets, ranging from JetBlue Airways Corp to Alaska
Air Group Inc to US Airways.

"What's best for our company, our people and our financial
stakeholders, will be determined by the facts in a disciplined
manner and process. And this includes whether American will
choose to pursue any combination down the road," according to
American's statement to Reuters.

TPG has ties with AMR and US Airways, the report noted.
Specifically, TPG teamed up with AMR on its unsuccessful $1.1
billion offer to rescue Japan Airlines from bankruptcy in 2009,
Reuters noted.  TPG's managing partner, Rick Schifter sat on US
Airways' board for a year before he resigned on the same day the
carrier made a hostile bid for Delta Air Lines Inc., the report
added.

Meanwhile, AMR bondholders are organizing outside the
statutorily-formed unsecured creditors committee to determine the
transaction that can offer the best returns, said people familiar
with the matter, Jeffrey McCracken and Mary Schlangenstein of
Bloomberg News reported.

Two bondholder groups' goals are to assess the viability of AMR's
plan for an independent, stand-alone American Airlines, and then
to meet with US Airways on its takeover bid, the people told
Bloomberg.

The first ad hoc group includes hedge fund Appaloosa Management
LP and has hired professionals White & Case LLP as counsel and
Houlihan Lokey as financial adviser, the people disclosed, the
report relayed.  The other group includes OppenheimerFunds Inc.,
the largest holder of AMR's municipal debt and has hired Kramer
Levin Naftalis & Frankel LLP as counsel and Seabury Group LLC as
financial adviser, the peopled said.

AMR declined to comment on the matter.  Nevertheless, AMR Chief
Commercial Officer Virasb Vahidi praised AMR's standalone plan,
according to a separate Reuters report.  "Our strategy is already
working, with improvements in revenue in the first quarter
outpacing the industry, and multi-year highs in our operating
metrics."  We expect we will continue to improve once we complete
our restructuring.  It is simply misleading to suggest
otherwise."

In June, AMR Chief Executive Officer Tom Horton said the company
is moving through its restructuring under Chapter 11 faster than
any other airline, according to a separate report by
www.cbsnews.com.  Mr. Horton said the airline's revenue has
outpaced the industry, and the company came out of April "with
great momentum," the report added.

Mr. Horton reiterated to employees his plans to increase
American's flying by 20% over the next five years on
international routes, the report said.  The added flights,
according to the CEO, will provide pilots and flight attendants a
chance to advance their careers and earn more money, the report
continued.

To that end, American sought approval from the U.S. Department of
Transportation to fly 17 additional U.S. to Brazil weekly
frequencies later this year, according to a May 17, 2012
statement.  In total, American will offer nearly 800 weekly
flights to more than 40 cities throughout Latin America,
including Mexico, Central and South America, this June.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on
$18.02 billion of total operating revenues for the nine months
ended Sept. 30, 2011.  AMR recorded a net loss of $471 million in
the year 2010, a net loss of $1.5 billion in 2009, and a net loss
of $2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: PSAs Lose Bid to Block Changes to Work Terms
---------------------------------------------------------------
Bankruptcy Judge Sean Lane denied the request from a group of
passenger service agents to enjoin AMR from imposing changes to
employment conditions, David McLaughlin of Bloomberg News
reported.

Judge Lane also rejected the PSAs' request to compel AMR to
provide the names and addresses to the National Mediation Board,
Bloomberg disclosed.  The bankruptcy judge said the matter should
be decided by a federal court in Texas, where a separate lawsuit
filed by American against the board over the election is pending,
the report said.

The agents were scheduled to begin voting on May 17, 2012, on
whether they will be represented by the Communication Workers of
America, the report noted.  Voting has been delayed due to
American's refusal to turn over to the National Mediation Board
names and addresses of employees eligible to vote, according to
CWA, the report relayed.  The election for the 9,800 PSAs will
conclude on June 19, 2012.

In court papers, the PSAs stressed that the issue of the timing
of the election "could not be more critical to the group."  They
alleged that the Debtors are blatantly violating the rules of the
NMB by refusing to supply the NMB with mailing labels necessary
for the conduct of this election.  Rosemary Capasso, a passenger
service agent, said in an accompanying declaration, that unless
the PSAs' Motion is granted, they have no way of verifying the
costs of 20% cuts or to negotiate different changes.

The Debtors responded to the PSAs' filing, arguing that the PSAs
do not even have standing to seek the affirmative relief with
respect to the delivery of the labels.  The Debtors insisted that
the NMB has sole province with respect to the matter.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Resumes Pre-Delivery Payments to Boeing, Airbus
------------------------------------------------------------------
Bankruptcy Judge Sean Lane authorized AMR Corporation, American
Airlines, Inc., and their debtor affiliates to resume redelivery
payments to The Boeing Company and Airbus, S.A.S., in accordance
with prepetition purchase agreements.

Upon 60 days prior written notice by the Official Committee of
Unsecured Creditors to the Debtors and Boeing, or to Airbus, as
applicable, that the Creditors' Committee seeks to modify or
terminate any further payments of any or all PDPs with respect to
any such Purchase Agreement, the Debtors will schedule a hearing
regarding the request made in a PDP Modification Notice at the
earliest possible date with the Court following the 60-day
period, on notice to the Creditors' Committee only.

The Debtors, Boeing or Airbus will file any response to the PDP
Modification Notice at least three business days prior to the
hearing.  The Debtors may continue making PDP payments to Boeing
and Airbus until such time, if any, as an order is entered by the
Court directing the Debtors to cease making such payments.

The Debtors will provide reports to the counsel of the Creditors'
Committee with respect to the amount of PDPs made under each
Purchase Agreement in each month after the entry of this order.

Before the Petition Date, the Debtors are party to contracts with
Boeing with orders to purchase 290 aircraft with delivery dates
continuing beyond 2017, and have options with Boeing to purchase
an additional 175 aircraft.  With respect to Airbus, the Debtors
are party to a prepetition contract to purchase 260 aircraft with
delivery dates continuing beyond 2017 and have options with
Airbus to purchase an additional 365 aircraft.  The aircraft to
be purchased by the Debtors from Boeing and Airbus include orders
for 230 next generation aircraft and the options include 340 next
generation aircraft.

The aggregate amount of PDPs that were scheduled to be paid to
Boeing and Airbus but have not been paid since the Petition Date
is approximately $162 million.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Hires Felsberg Pedretti as Corporate Counsel
---------------------------------------------------------------
AMR Corp. and its affiliates sought and obtained permission from
the Court to employ Felsberg, Pedretti E Mannrich Advogados E
Consultores Legais as their corporate counsel, nunc pro tunc to
the Petition Date.

Felsberg Pedretti has served as counsel for the Debtors in
several matters in Brazil since 2002, building considerable
expertise about the commercial aviation industry and about the
Debtors' business.  Felsberg Pedretti's most significant
representation duties for the Debtors include:

* defending hundreds of passenger claims (both insured and
   uninsured) before the civil courts, small-claims courts, and
   consumer protection agencies of Brazil;

* individual employee and collective bargaining group labor
   lawsuits, including currently almost two hundred cases where
   American has been sued in a capacity as a co-employer or
   under theories of joint and several liability or secondary
   employer liability by the employees of third party service
   providers, as well as providing consultation on compliance
   with labor laws and risk mitigation;

* defending American in fines, investigations, applications or
   other public law matters before the civil aviation authority
   (known by its Portuguese acronym as ANAC), the national
   health agency (known as ANVISA), the Ministry of Defense as
   to aviation safety and air traffic control matters, the
   public prosecutors and the Federal Police of Brazil;

* customs matters;

* uninsured cargo claims (to secure the release of imported
   goods);

* tax planning and consultation;

* matters before the national airport authority known as
   INFRAERO as well as local airport administration;

* review, negotiation and drafting of vendor agreements and
   other commercial contracts; and

* legal entity formation and maintenance questions, principally
   related to the branch of American Airlines, Inc. that is
   registered to do business in Brazil, before national and
   local authorities, the latter being necessary as American's
   airline operations expand to new cities in Brazil such as
   Recife and Manaus.

Felsberg Pedretti was authorized to continue representing the
Debtors under the OCP Order; however, Felsberg Pedretti's
postpetition fees and expenses have exceeded the $50,000 monthly
cap under the OCP Order, and are likely to exceed the cap imposed
by the OCP Order by an estimated $30,000 per month on average.
Accordingly, the Debtors filed this application under Section
327(e) of the Bankruptcy Code.

The Debtors will pay Felsberg Pedretti according to its
professionals' customary hourly rates.  The firm's current range
of standard hourly rates are $225 to $300 for partners, $100 to
$175 for associates, and $25 to $75 for paraprofessionals and
legal assistants.  The firm also intends to seek reimbursement
for reasonable expenses incurred in connection with its ongoing
representation of the Debtors.

Thomas Benes Felsberg, Esq., managing partner at Felsberg,
Pedretti E Mannrich Advogados E Consultores Legais, in Sao Paulo,
Brazil -- thomasfelsberg@felsberg.com.br -- disclosed that his
firm is owed $327,325 for services provided and expenses incurred
before the Petition Date.  The prepetition claim was originally in
the amount of $1,062,766 but has been reduced to the $327,325
after the payment of fees and reimbursable expenses of cases which
were covered by insurance policies of American.  The Debtors
believe that holding such a claim is not disqualifying or
problematic under Section 327(e).

Mr. Felsberg also disclosed that his firm has in the past
represented and currently represents other commercial air
carriers, including certain of the Debtors' competitors, on
matters that are unrelated to the firm's work for the Debtors.
Some of the air carriers were represented in specific non-
recurring matters while others are or were represented in
recurring matters, he said.  Some of them have ceased airline
operations.  A list of those parties-in-interest is available for
free at http://bankrupt.com/misc/AmAir_FelsbergClients.pdf

Nevertheless, Mr. Felsberg assured the Court that those
representations do not represent an interest adverse to the
Debtors or their estates with respect to the matters on which
Felsberg is to be employed.  Felsberg is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code,
he maintained.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Hires Sheppard as Special Counsel
----------------------------------------------------
AMR Corp. and its affiliates sought and obtained permission from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Sheppard Mullin Richter & Hampton LLP as their special
counsel, nunc pro tunc to the Petition Date.

As their special counsel, Sheppard Mullin will:

  (i) assist and advise the Debtors in connection with the
      efforts of the Communications Workers of America to
      represent the Debtors' employees in the Passenger Service
      craft or class, and the efforts of the United
      Transportation Union to represent the Debtors' Crew Track
      Analysts/Schedulers;

(ii) represent the Debtors before the National Mediation Board
      in connection with the CWA's and the UTU's representation
      applications, including, among other things, preparing a
      list of eligible voters, preparing various position
      statements and responses, and appealing the eligibility
      determination of the board investigator; and

(iii) assist and advise American Eagle Airlines, Inc. on certain
      aspects of a collective bargaining agreement with Eagle's
      pilots.

The Debtors will pay Sheppard's professionals according to their
customary hourly rates.  The firm's standard hourly rates are:
$495 to $895 for partners, $285 to $655 for associates, and $85
to $420 for paraprofessionals.  The firm intends to seek
reimbursement for reasonable expenses incurred in connection with
its representation of the Debtors.

Sheldon M. Kline, Esq., at Sheppard Mullin Richter & Hampton LLP,
in Washington, D.C. -- skline@sheppardmullin.com -- disclosed
that Sheppard Mullin holds a prepetition claim for approximately
$124,964 for services rendered to the Debtors.  The Debtors
believe that holding such a claim is not disqualifying or
problematic under Section 327(e) of the Bankruptcy Code.

Mr. Kline also submited a list of creditors that the firm
currently represents or represents regularly in matters unrelated
to the Debtors, available for free at:

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

Among other things, Sheppard Mullin currently represents Airlines
for America (f/k/a Air Transport Association of America), of
which the Debtors are a member, in responding to subpoenas served
on the Association, as a non-party, in actions brought by the
Debtors against, among other things, Sabre, Inc. in the U.S.
District Court for the Northern District of Texas and the Texas
state court for the Judicial District of Tarrant County, Texas.
These actions are completely unrelated to the Services provided
by Sheppard Mullin for the Debtors, Mr. Kline said.  Moreover,
certain members and employees of Sheppard Mullin also represent
U.S. Bank, Goodrich Corp. and Marriott International Inc. in
connection with their claims in these Chapter 11 cases, but such
claims are unrelated to the services to be provided to the
Debtors he insisted.  He added that the Debtors, U.S. Bank,
Goodrich Corp. and Marriott International, Inc. have all
consented to waive any conflicts.

Mr. Kline assures the Court that Sheppard Mullin is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN CASINO: S&P Prelim. Rates $310MM Sr. Secured Notes 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
issue-level and preliminary '3' recovery ratings to Las Vegas-
based American Casino & Entertainment Properties LLC's (ACEP)
proposed $310 million senior secured notes due 2019. The '3'
recovery rating reflects our expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default.

"ACEP will use proceeds from the proposed notes issuance, a new
$50 million priority senior secured revolving credit facility
(unrated) it intends to close concurrently with the notes
offering, and cash from the balance sheet to repay its existing
$338 million senior secured notes. Our preliminary ratings
are subject to our review of final documentation," S&P said.

"At the same time, we placed our 'B' corporate credit rating on
ACEP on CreditWatch with positive implications," S&P said.

"The CreditWatch listing reflects our expectation that we will
raise our corporate credit rating on ACEP to 'B+' after the
transaction closes," said Standard & Poor's credit analyst Michael
Halchak. "The 'B+' rating would reflect our reassessment of the
company's financial risk profile as 'aggressive' from 'highly
leveraged,' according to our criteria. A successful refinancing
will improve the company's EBITDA coverage of interest to over 2x
from approximately 1.5x at the end of March 31 2012, and extend
its maturities," S&P said.

"Our assessment of ACEP's business risk profile as 'weak' reflects
the disadvantaged location of the Stratosphere (its largest
revenue generating property) on the Las Vegas Strip, limited
geographic diversity across its portfolio of properties, and our
expectation of modest revenue growth in the Las Vegas market over
the next few years. Still, ACEP does benefit from some diversity
of cash flow, because it owns and operates four casinos in Nevada:
three in Las Vegas (Stratosphere, Arizona Charlie's Decatur, and
Arizona Charlie's Boulder) and one in Laughlin (Aquarius Casino
Resort, which we believe is one of the top assets in its market),"
S&P said.

"Our rating for ACEP incorporates our expectation for modest, low-
single-digit percentage growth in revenue across its portfolio of
properties in 2012. Our outlook for the portfolio incorporates our
economists' current expectation for only modest GDP (2.1%) and
consumer spending (2.2%) growth this year. We expect ACEP's EBITDA
to grow in the mid-single digit percentage area in 2012, because
of continued strength on the lodging side of the business,
particularly in Las Vegas, which should drive modest margin
improvement. Under our assumptions, and based on the proposed
capital structure we expect debt to EBITDA will be in the low- to
mid-5x area and EBITDA coverage of interest will remain in the low
2x area at the end of 2012," S&P said.


B+H OCEAN: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: B+H Ocean Carriers
        c/o B&H Potier
        Attn: Michael Hudner
        120 E. 56th Street, Suite 515
        New York, NY 10022

Bankruptcy Case No.: 12-12356

Chapter 11 Petition Date: May 30, 2012

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

Judge: Shelley C. Chapman

About the Debtors: B+H Ocean Carriers Ltd. is an international
                   ship-owning and operating company that owns,
                   through subsidiaries, a fleet of four product-
                   suitable Panamax combination carriers capable
                   of transporting both wet and dry bulk cargoes,
                   along with a 50% interest in an additional
                   combination carrier.

Debtors' Counsel: John H. Hall, Jr., Esq.
                  PRYOR & MANDELUP, L.L.P.
                  675 Old Country Road
                  Westbury, NY 11590
                  Tel: (516) 997-0999
                  Fax: (516) 333-7333
                  E-mail: jh@pryormandelup.com

B+H Ocean Carriers'
Scheduled Assets: $4,522,997

B+H Ocean Carriers'
Scheduled Liabilities: $46,097,409

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
BHOBO One Ltd.                        12-12358
  Assets: $1,139,142
  Liabilities: $35,476,464
BHOBO Two Ltd.                        12-12360
  Assets: $10,312,844
  Liabilities: $26,561,482
BHOBO Three, Ltd                      12-12361
  Assets: $10,932,381
  Liabilities: $26,879,325
OBO Holdings Ltd.                     12-12363
  Assets: $4,213
  Liabilities: $22,804,321
Product Transport Corporation         12-12365
  Assets: $2,616,319
  Liabilities: $2,441,520
RMJ OBO Shipping, Ltd.                12-12366
  Assets: $8,437,507
  Liabilities: $23,751,542
Sakonnet Shipping, Ltd.               12-12368
  Assets: $10,338,854
  Liabilities: $12,875,091
Seapowet Shipping, Ltd.               12-12369
  Assets: $64
  Liabilities: $22,793,941
Straits Offshore, Ltd.                12-12370

The petitions were signed by Michael Hudner, president, CEO and
chairman.

B+H Ocean Carriers' list of its 10 largest unsecured creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Nordea Bank Norge as Agent         100% shares         $18,818,212
for Bank Lending Corp
Middelthusgate17, N-0368,
Oslo, Norway

Bond Holders                       Credit              $13,500,000
c/o Norsk Tillitsmann ASA
P.O. Box 1470, Vika 0116,
Oslo, Norway

Bank of Scotland                   Junior Facility      $3,975,729
Pentland House 8, Lochside Avenue
Edinburgh, EH12, 9DJ Scotland

Ernst & Young                      Accounting Fees         $81,000

Rivkin Radler                      Legal Fees              $47,500

DVB Bank America                   Credit                  $12,500

American Stock Transfer            Credit                   $9,511

Nordea Bank NOrge ASA              Credit                   $6,305

Shipnet USA, Inc.                  Credit                   $6,102

Wikborg Rein                       Credit                     $694

A copy of BHOBO One's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-12358.pdf

A copy of BHOBO Two's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-12360.pdf

A copy of BHOBO Three's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-12361.pdf

A copy of OBO Holdings' list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-12363.pdf

A copy of Product Transport's list of its five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-12365.pdf

A copy of RMJ OBO Shipping's list of its 20 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-12366.pdf

A copy of Sakonnet Shipping's list of its 20 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-12368.pdf

A copy of Seapowet Shipping's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-12369.pdf


BERNARD MADOFF: Ex-Trader's Son Pleads Guilty to Criminal Charges
-----------------------------------------------------------------
Chad Bray, writing for Dow Jones Newswires, reports that Craig
Kugel, the son of David L. Kugel, a former supervisory trader in
Bernard Madoff's proprietary-trading operation, pleaded guilty to
conspiracy and other criminal charges Tuesday, but denied any
involvement in the decades-long fraud.  At a hearing before U.S.
District Judge Laura Taylor Swain in Manhattan, Craig, 38,
admitted to filing false forms that claimed persons were on the
Madoff payroll when they didn't actually work for the firm and to
not declaring, as income, personal expenses charged to a corporate
credit card.  Those individuals were paid salary and benefits by
the firm, but weren't actual employees, he said.

The report notes Craig has been cooperating in the investigation
since last year, Assistant U.S. Attorney Julian Moore said
Tuesday.  He also agreed to forfeit $2.3 million as part of his
plea.

The report notes Craig's father, who worked for Mr. Madoff's firm
for nearly 40 years, pleaded guilty to fraud and other charges in
November 2011 and also agreed to cooperate in the government's
investigation.

                      About Bernard L. Madoff

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

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

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

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

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

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BLUE RAVEN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Blue Raven Technology, Inc.
        110 Fordham Road, Building D
        Wilmington, MA 01887

Bankruptcy Case No.: 12-14693

Chapter 11 Petition Date: May 30, 2012

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

About the Debtor: Blue Raven is a provider of parts and repair
                  services for consumer electronics and computers.
                  The Company had $17.7 million of revenue in
                  2011, an 18 percent decline from the year
                  before.  The company blamed its problems on the
                  bankruptcies of electronics retailers that had
                  been major customers.

Debtor's Counsel: David B. Madoff, Esq.
                  MADOFF & KHOURY LLP
                  124 Washington Street, Suite 202
                  Foxboro, MA 02035
                  Tel: (508) 543-0040
                  Fax: (508) 543-0020
                  E-mail: madoff@mandkllp.com

Scheduled Assets: $2,143,672

Scheduled Liabilities: $8,283,576

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mab12-14693.pdf

The petition was signed by Glen Kashgegian, president.


BON-TON STORES: Fitch To Rate New Sr. 2nd Lien Notes at 'CCC/RR5'
-----------------------------------------------------------------
The Bon-Ton Stores announced its plans to refinance its 10 1/4%
senior unsecured notes due March 2014 through an exchange offer,
replacing them with 10 5/8% senior second-lien secured notes due
July 2017.  Based on Fitch's recovery analysis that places a
liquidation value of $730 million under a distressed scenario as
of April 28, 2012, the new senior second lien notes are expected
to be rated 'CCC/RR5' while any remaining unsecured notes are
likely to be downgraded to 'CC/RR6' from 'CCC/RR5'.

Assuming a majority of existing bondholders (north of 80%) convert
to the 2017 notes, Fitch would likely revise the Rating Outlook
for Bon-Ton to Stable from Negative, as the company's liquidity
profile would improve by pushing out the nearest debt maturities
to 2016.

The ratings continue to reflect below industry average comparable
store sales trends and operating profitability.  The company's
comparable store sales trends have been negative for eight of the
past 10 years, and have been consistently weaker than its peers in
the moderate department store space.  In 2011, comp store sales
declined 3% and Fitch attributes the decline to merchandising
mishaps; high apparel costs that negatively impacted consumer
spending; and to market share losses to stronger peers such as
Macy's which has been posting positive mid-single digit comps over
the past eight quarters.

Fitch expects that leverage (adjusted debt/EBITDAR) will increase
to the mid 6.0 times (x) in 2012 and be potentially higher in
2013/2014 unless Bon-Ton can reverse the negative same store sales
trends.  Free cash flow before any one time gains (such as $50
million one-time payment for its new credit card agreement this
summer) is expect to be flat to slightly positive this year.

Fitch currently rates Bon-Ton as follows:

The Bon-Ton Stores, Inc.

  -- Issuer Default Rating (IDR) 'B-'.

The Bon-Ton Department Stores, Inc.

  -- IDR 'B-';
  -- $625 million senior secured credit facility 'BB-/RR1' from
     'BB/RR1';
  -- $464 million senior unsecured notes 'CCC/RR5' from 'B-/RR5'.

Bonstores Realty One and Two, LLC

  -- IDR 'B-';
  -- $230 million mortgage loan facility 'B/RR3'.


BUFFETS INC: Deloitte Tax Approved as Special Tax Advisors
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Buffets Inc., et al., to employ Deloitte Tax LLP as special tax
advisors.

As reported in the Troubled Company Reporter on May 25, 2012,
Deloitte Tax is expected to perform various federal, state and
local income tax compliance, advisory and restructuring services
to the Debtors in accordance with the terms and conditions of the
engagement letter dated April 9, 2012.

The hourly rates of Deloitte Tax' personnel are:

         Partner              $650
         Director             $595
         Senior Manager       $460
         Manager              $375
         Consultant           $275

Prepetition, the Debtors did not pay Deloitte Tax any amount.

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

                        About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  In its schedules Buffets Inc.
disclosed $384,810,974 in assets and $353,498,404 in liabilities.
The Debtors are seeking to reject leases for 83 underperforming
restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.

In March 2012, Buffets Inc. received court approval for an
incentive bonus program that may pay as much as $2.3 million to
executives if cash flow targets are met.  There was an April 30
hearing schedule on another program to pay bonuses for a
successful sale of the business that could cost $2.7 million.

In April 2012, Buffets Inc. filed an amended bankruptcy exit plan
that proposes to pay $4 million to a pool of unsecured creditors
who are owed more than $44 million.  Unsecured creditors are
expected to recover about 9% of their claims.


BUFFETS INC: Has Until July 17 to Propose Chapter 11 Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Buffets Inc., et al.'s exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until July 17, 2012,
and Sept. 16, respectively.

As reported in the Troubled Company Reporter on May 23, 2012, the
Debtors believe that the Chapter 11 plan supported by the Ad Hoc
First Lien Committee and the Official Committee of Unsecured
Creditors will be confirmed.  However, if the Plan will not be
confirmed, the Debtors submit that the requested extension will be
be necessary in light of the size and complexity of the cases, for
the debtors to propose an alternative plan and to garner the
necessary support of their key stakeholders.

As reported in the TCR on May 8, 2012, Buffets Inc.'s plan calls
for a $50 million first-lien exit facility, of which $35 million
would be drawn at the time of the exit as a term loan.  The
company plans to increase its capital expenditures in fiscal year
2013 to start turning around traffic at remaining units.

                        About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  In its schedules Buffets Inc.
disclosed $384,810,974 in assets and $353,498,404 in liabilities.
The Debtors are seeking to reject leases for 83 underperforming
restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.

In March 2012, Buffets Inc. received court approval for an
incentive bonus program that may pay as much as $2.3 million to
executives if cash flow targets are met.  There was an April 30
hearing schedule on another program to pay bonuses for a
successful sale of the business that could cost $2.7 million.

In April 2012, Buffets Inc. filed an amended bankruptcy exit plan
that proposes to pay $4 million to a pool of unsecured creditors
who are owed more than $44 million.  Unsecured creditors are
expected to recover about 9% of their claims.


BUFFETS INC: Units File Amended Schedules of Assets and Debts
-------------------------------------------------------------
Fire Mountain Restaurants, LLC, a debtor-affiliate of Buffets
Inc., filed with the U.S. Bankruptcy Court for the District of
Delaware a third amended schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $11,683,293
  B. Personal Property           $56,836,524
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $300,152,157
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $41,323
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $19,554,900
                                 -----------      -----------
        TOTAL                    $68,519,817     $319,748,381

Fire Mountain previously disclosed $68,519,817 in assets and
$319,748,381 in liabilities.

Debtor-affiliate OCB Restaurant Company, LLC, also filed a fourth
amendment to its schedules disclosing:

   Company                            Assets        Liabilities
   -------                            ------        -----------
OCB Restaurant Company, LLC        $79,229,064     $349,369,683

OCB Restaurant previously disclosed $79,229,064 in assets and
$349,369,683 in liabilities.

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

http://bankrupt.com/misc/BUFFETS_RESTAURANTS_firemountain_sal.pdf
http://bankrupt.com/misc/BUFFETS_RESTAURANTS_ocb_sal.pdf

                        About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  In its schedules Buffets Inc.
disclosed $384,810,974 in assets and $353,498,404 in liabilities.
The Debtors are seeking to reject leases for 83 underperforming
restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.

In March 2012, Buffets Inc. received court approval for an
incentive bonus program that may pay as much as $2.3 million to
executives if cash flow targets are met.  There was an April 30
hearing schedule on another program to pay bonuses for a
successful sale of the business that could cost $2.7 million.

In April 2012, Buffets Inc. filed an amended bankruptcy exit plan
that proposes to pay $4 million to a pool of unsecured creditors
who are owed more than $44 million.  Unsecured creditors are
expected to recover about 9% of their claims.


CAESARS ENTERTAINMENT: Jonathan Halkyard Resigns as EVP & CFO
-------------------------------------------------------------
Caesars Entertainment Corporation announced that Executive Vice
President and Chief Financial Officer Jonathan Halkyard will leave
the company to pursue an opportunity outside of the gaming
industry.  Caesars has begun a search for a permanent replacement.

On an interim basis, Halkyard's responsibilities will be assumed
by other members of the company's senior management team,
including Chairman, CEO and President Gary Loveman.

"We have an experienced team of senior leaders who will oversee
the finance functions and ensure that we maintain our momentum as
we execute on our growth plans.  We have made significant progress
in improving our operations and balance sheet, and will ensure
these efforts continue," Loveman said.  "Jonathan has played an
important role in managing the company's financial position and in
helping us return to the public equity markets earlier this year.
We thank him for his service and wish him well in his future
endeavors."

During the past several years, the company has completed multiple
exchange offers and other transactions that have reduced
outstanding debt by more than $5 billion and financings that have
extended the company's maturity profile and bolstered its
liquidity.

                     About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
--http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company reported a net loss of $666.70 million in 2011, and a
net loss of $823.30 million in 2010.

The Company's balance sheet at March 31, 2012, showed $28.40
billion in total assets, $27.56 billion in total liabilities and
$849.20 million in total equity.

                           *     *     *

As reported by the TCR on March 28, 2012, Moody's Investors
Service upgraded Caesars Entertainment Corp's Corporate Family
Rating (CFR) and Probability of Default Rating both to Caa1 from
Caa2.  The upgrade of Caesars' ratings reflects very good
liquidity, an improving operating outlook for gaming in a number
of the company's largest markets that is expected to drive
earnings growth, the completion of a bank amendment that resulted
in the extension of debt maturities to 2018 from 2015, and the
public listing of the company's equity that increases financial
flexibility by providing it with another potential source of
capital. The upgrade of the SGL rating reflects minimal debt
maturities over the next few years, significant cash balances
(approximately $900 million at December 31, 2011) and revolver
availability that will be more than sufficient to fund the
company's cash interest and capital spending needs.


CARPENTER CONTRUCTORS: Has Access to Cash Collateral Until July 1
-----------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida signed an agreed order authorizing
Carpenter Contractors of America, Inc., and CCA Midwest, Inc., to
modify the order authorizing the Debtors to obtain postpetition
financing and access cash collateral.

As reported in the Troubled Company Reporter on Feb. 24, 2012, the
Court entered the DIP Order dated April 6, 2011, which, among
other things, authorized the Debtors to use First American Bank's
cash collateral, authorized the Debtors to obtain postpetition
financing from the Bank.  The DIP Order authorized the Debtors to
borrow $2,500,000 in the form of a term note, which is subject to
a floating interest rate of 30-day LIBOR plus 4.0% (with an
interest rate floor of 6.0%).

The Debtors' right to borrow funds or use cash collateral or any
proceeds of the Postpetition Loans already received was to
terminate on Nov. 1, 2011, unless the Bank consents to an
extension.

The Debtors needed additional funds to continue the operation of
their business.  The Debtors were unable to obtain the required
funds in the form of unsecured credit or unsecured debt allowable
under Section 503(b)(1) of the Bankruptcy Code as an
administrative expense.

The Court's new order provides that the DIP Order is amended to
reflect that:

   -- all obligations and commitments of the prepetition lender
      and the postpetition lender will terminate at the earliest
      to occur of the: (a) July 1, 2012; (b) the effective date of
      any Plan of Reorganization or liquidation in the Chapter 11
      cases; (c) conversion of either of the Chapter 11 cases; (d)
      appointment of a trustee in either of the case; or (e)
      dismissal of either cases;

   -- The Debtors will continue to repay the DIP Term Note to the
      bank according to a 36-month amortization schedule,
      commencing on Nov. 1, 2011, subject to a floating interest
      rate of 30-day LIBOR plus 4.0% (with a interest rate floor
      of 6%); and

   -- the DIP order and the extension order will remain in full
      force and effect and nothing in the order will be
      constructed to have modified or amended the DIP order's or
      the extension order's terms or conditions or the Bank's
      rights and interest granted thereunder.

                   About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, provides carpentry services to builders of
new homes primarily in Illinois and Florida.  It also manufactures
building components and distributes construction materials in
Illinois, Florida, and North Carolina.

CCA Midwest Inc. provides carpentry services to builders of new
homes in Illinois.  It is a wholly-owned subsidiary of Carpenter
Contractors.

Carpenter Contractors and CCA Midwest filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on
Oct. 25, 2010.  Chad P. Pugatch, Esq., and Christian Savio, Esq.,
at Rice Pugatch Robinson & Schiller, P.A., in Ft. Lauderdale, Fl.,
serve as the Debtors' bankruptcy counsel.  Attorneys at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, serve as special
counsel.  GlassRatner Advisory & Capital Group, LLC, led by Thomas
Santoro, is the Debtors' financial advisor, and Scott L. Spencer,
CPA and Crowe Horwath, LLP. is the Debtors' accountant for audit
work.  Carpenter Contractors disclosed $42,900,573 in assets and
$25,861,652 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the Court that until
further notice, he will not appoint a committee of creditors.


CERAGENIX CORPORATION: Atty Faces Suit Over Whistleblower's Ouster
------------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that former Ceragenix
Pharmaceuticals Inc. executive Carl Genberg launched a malpractice
suit Friday against an attorney who allegedly encouraged the
bankrupt medical device company to fire him in retaliation for
reporting insider trading.

Defendant Marc Redlich, a Boston-based attorney, conducted an
investigation in March 2010 for Ceragenix that concluded Genberg
had violated his fiduciary obligations to the company, Law360
relates citing a complaint filed in Colorado federal court.

Ceragenix Pharmaceuticals Inc. and its wholly-owned subsidiary
Ceragenix Corporation filed for Chapter 11 (Bankr. D. Col. Case
No. 10-23821) on June 2, 2010.  The Debtor estimated less than
$50,000 in assets and $1 million and $10 million in liabilities as
of the Chapter 11 filing.

Steven T. Mulligan, Esq., at Bieging Shapiro & Burrus, represents
the Debtors in their Chapter 11 effort.


CGO ENTERPRISES: Marijuana Grower Agrees to Case Dismissal
----------------------------------------------------------
Westlaw Journals reports that CGO Enterprise LLC has agreed to
have its Chapter 11 case dismissed after the U.S. Trustee argued
in court papers that the filing was not made in good faith.

The report relates U.S. Trustee Richard A. Wieland argued CGO will
not be able to confirm a Chapter 11 reorganization because any
plan would be funded from the cultivation and sale of medical
marijuana.  The report notes Mr. Wieland said in his motion dated
May 16 that "it is clear the debtor is merely attempting to use
the federal bankruptcy process to further its criminal activity of
harvesting and selling marijuana."  According to the report, Mr.
Wieland supported this assertion with citations to the federal
Controlled Substances Act and the U.S. Supreme Court's ruling in
Gonzalez v. Raich, 545 U.S. 1 (2005), that Congress has the power
to prohibit the local cultivation and consumption of medical
marijuana.

The report relates CGO said in response papers that it does not
engage in the retail sale or distribution of medical marijuana,
but rather acts as a producer and cultivator.  It, nevertheless,
informed the U.S. Trustee prior to the filing of the Motion to
Dismiss that it did not intend to proceed with the bankruptcy
petition.  CGO cited the complication that could arise under
Colorado law of trying to prove ownership of the plants.  The
company, according to the report, says that while it legally owns
all the plants it produces, state regulators take the position
that individual plants are owned only for the "benefit of"
individual patients.

CGO Enterprise LLC is a Colorado medical marijuana grower.
CGO filed a Chapter 11 petition (Bankr. D. Colo. Case No. 12-
19010) on May 1, 2012.  Assets as of the bankruptcy filing include
$130,000 worth of  unharvested marijuana leaves.  CGO said it owes
about $800,000 to its landlord, which has moved to evict it for
nonpayment.


CHEF WOO: Seeks U.S. Recognition of Canadian Case
-------------------------------------------------
The trustee of Quebec, Canada-based Chef Woo, Inc., filed a
Chapter 15 bankruptcy petition in Los Angeles, California (Bankr.
C.D. Calif. Case No. 12-29342) on June 1, 2012.

Litwin Boyadjian, Inc. the trustee, is asking the U.S. Bankruptcy
Court to enter an order recognizing Chef Woo's Canadian proceeding
as a "foreign main proceeding" or, in the alternative, a "foreign
non-main proceeding".

Chef Woo manufactures and distributes packaged noodles and other
Asian themed food products, primarily ramen noodles.

Chef Woo has been experiencing financial difficulty and, as a
result, on May 10, 2012, Chef Woo commenced case 1205056 with the
Office of the Superintendent of Bankruptcy Canada, Quebec
District, Montreal Division, the a Notice of Intention to Make A
Proposal pursuant to subsection 50.4(1) of the Canadian Bankruptcy
and Insolvency Act.


CIRCUIT CITY STORES: May Recoup $124K Paid to Russellville Steel
----------------------------------------------------------------
The bankruptcy estate of Circuit City Stores, Inc., can recover
$124,261 paid to Russellville Steel Company, Inc., after the
Bankruptcy Court in Richmond, Virginia, ruled the payments are
preferential transfers and avoidable under 11 U.S.C. Sec. 550.

The plan trustee for Circuit City sued Russellville to recoup fund
transfers made within the 90-day period immediately preceding the
Petition Date.  Russellville specializes in steel fabrication.
Prior to the bankruptcy, it provided steel products to the Debtor.

The lawsuit is ALFRED H. SIEGEL, as Trustee of the Circuit City
Stores, Inc. Liquidating Trust Plaintiff, v. RUSSELLVILLE STEEL
COMPANY, INC. Defendant, No. APN 10-03317 (Bankr. E.D. Va.).

A copy of Bankruptcy Judge Kevin R. Huennekens' June 1, 2012
Memorandum Opinion is available at http://is.gd/aSxPqAfrom
Leagle.com.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Va. Lead Case No. 08-35653) on Nov. 10, 2008.
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, served as the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, acted as the Debtors' local counsel.
The Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel was Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC served as the Debtors' claims and voting
agent. The Debtors disclosed total assets of $3,400,080,000 and
debts of $2,323,328,000 as of Aug. 31, 2008.

Circuit City opted to liquidate its 721 stores and obtained the
Bankruptcy Court's approval to pursue going-out-of-business sales,
and sell its store leases in January 2009.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

On Sept. 14, 2010, the Court entered an order confirming the
Debtors' Plan of Liquidation, which created the Circuit City
Stores, Inc. Liquidating Trust and appointed Alfred H. Siegel as
Trustee.  The Plan became effective Nov. 1, 2010.


CIRCUS AND ELDORADO: Silver Legacy Resort Owner Files Plan
----------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that
the owners of the Silver Legacy Resort Casino in Reno, Nev., filed
a Chapter 11 restructuring plan Friday that pays much of its debt
in cash and the balance with new securThe owners of the Silver
Legacy Resort Casino in Reno, Nev., filed a Chapter 11
restructuring plan Friday that pays much of its debt in cash and
the balance with new secured liens.

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a premier 19th century silver mining themed
hotel, casino and entertainment complex located in downtown Reno,
Nevada.  The casino and entertainment areas at Silver Legacy are
connected by skyway corridors to the neighboring Eldorado Hotel &
Casino and the Circus Circus Hotel and Casino, each of which are
owned by affiliates of the Debtors.  Together, the three
properties comprise the heart of the Reno market's prime gaming
area and room base.

Silver Legacy Capital Corp. is a wholly owned subsidiary of the
Joint Venture and was created and exists for the sole purpose of
serving as a co-issuer of the mortgage notes due 2012.  SLCC has
no operations, assets or revenues.

Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142,800,000 principal amount of
Notes were outstanding and accrued interest of $7,229,250 on the
Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3
The RSA contemplates a proposed plan will be filed no later than
June 1, 2012.   The plan will contain creditor treatments that
have already been negotiated with and agreed to by creditor
constituents.  The Debtors will seek approval of the explanatory
disclosure statement within 45 days after the Petition Date and
obtain confirmation of the Plan 60 days later.

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture had assets of $264 million and
liabilities of $174 million as of March 31, 2012.  The petitions
were signed by Stephanie D. Lepori, chief financial officer.


CLEAN BURN: Trustee Says Plan OK Despite NC Tax Concerns
--------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that the U.S.
trustee for Clean Burn Fuels LLC on Monday urged a judge to
disregard the North Carolina Department of Revenue's objection to
a proposed reorganization plan, saying the department's tax claims
concerns are unfounded.

According to Law360, the department objects to an April 10 order
approving Clean Burn Fuel's disclosure statement, paving the way
for a reorganization plan, saying the plan doesn't do enough to
protect the state's claim on taxes and penalties it may be owed.

                         About Clean Burn

Founded in 2005, Clean Burn Fuels LLC is the first company to
produce ethanol in North Carolina.  It completed the construction
of its ethanol plant in August 2010 and started producing and
selling ethanol and dried distillers grains with solubles (DDGS)
shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represents
the Debtor.  Anderson Bauman Tourtellot Vos & Co. serves as
financial consultant and chief restructuring officer.  Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP serves as
special counsel to assist the Debtor in its state court litigation
matters, including various lawsuits pending in Hoke County, North
Carolina. The Debtor disclosed $79,516,062 in assets and
$79,218,681 in liabilities as of the Chapter 11 filing.

Charles M. Ivey, Esq., at Ivey McClellan Gatton, in Greensboro,
N.C., represents the Creditors' Committee as counsel.

Since the petition date, the Debtor has not operated its ethanol
plant.


CLEARWIRE CORP: Crest Financial Owns 5.8% of Class A Shares
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Crest Financial Limited and its affiliates disclosed
that, as of May 22, 2012, they beneficially own 28,971,311 shares
of Class A common stock of Clearwire Corporation representing
5.88% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/oQB5sz

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

The Company's balance sheet at March 31, 2012, showed
$8.89 billion in total assets, $5.71 billion in total liabilities
and $3.17 billion in total stockholders' equity.

                          *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
"With about $698 million of cash on the balance sheet, Clearwire
has sufficient funds to pay the remaining interest expense due in
2011, although Standard & Poor's believes that it would still have
to raise significant capital to maintain operations in 2012
despite the cost-reduction measures it has already achieved.  If
Clearwire elected to make the interest payment, we believe that it
would exit 2011 with around $350 million to $400 million in cash,
which assumes less than $100 million of capital expenditures and
EBITDA losses.  We do not believe that this cash balance will be
sufficient to cover free operating cash flow (FOCF) losses and
a Long-Term Evolution (LTE) wireless network overlay in 2012 and
that the company will require additional funding during the year."


CONDOR DEVELOPMENT: Can Use EastWest Cash Collateral Until June 22
------------------------------------------------------------------
Judge Karen Overstreet of the Bankruptcy Court for the Western
District of Washington authorized Condor Development LLC to use
the cash collateral of EastWest Bank on an interim basis.  The
authorization to use cash collateral will be decided at a final
hearing on June 22, 2012, at 9:30 a.m.

As adequate protection for the Debtors' use of Cash Collateral,
the Debtors will pay the Lender all monthly net income in excess
of the total monthly operating expenses reflected in an interim
budget.  As additional adequate protection for the Debtors' use of
Cash Collateral, the Lender is granted replacement liens in all
property of the Debtors.

On Nov. 15, 2005, Condor executed a promissory note in favor of
Washington First International Bank in the principal amount of
$865,000.  EastWest is a successor-in-interest to the note.  The
Note is secured by Condor's interest in real property located at
19266 28th Ave South, SeaTac, Washington.

Condor is in default under the Note for failure to pay all
outstanding indebtedness under the Note by March 31, 2012.  The
debt as of the petition date totals $785,957.39.

On Jan. 29, 2009, Condor executed a promissory note in favor of
WFIB in the principal amount of $6,850,000.  The amount of debt
owed to the Lender under the Second Note as of the petition date
is $8,275,039.  The Second Note is secured by the Debtors'
interest in the Comfort Inn property located at 19260 28th Ave
South and 19333 International Boulevard, also in SeaTac.

A copy of the cash collateral budget is available for free at:

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

                     About Condor Development

Condor Development LLC, aka Ciara Inn and Condor Management Group,
operates the Comfort Inn Suites, a hotel located at Seatac,
Washington.

Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 12-13287) on March 30, 2012, in Seattle.  The petition
was signed by Joseph Ciaramella, managing member.  In its
schedules, the Debtor disclosed $16.4 million in total assets and
$9.11 million in total liabilities.

Affiliate Seattle Group also filed for Chapter 11 protection
(Bankr. Case No. 12-13263) on March 30, 2012, disclosing
$16.3 million in total assets and $9.21 million in total
liabilities.


CONGRESSIONAL HOTEL: Modified Joint Liquidation Plan Confirmed
--------------------------------------------------------------
The Bankruptcy Court confirmed the modified joint liquidation plan
filed by Congressional Hotel Corp. and Casco Hotel Group, LLC,
dated May 8, 2012.

Rockville Hospitality, LLC, has agreed to purchase the Debtors'
assets for $19,500,000, less a Mold Remediation Credit of
$475,000.  For purposes of allocating the Purchase Price between
the Debtors' estates, each Debtor is deemed to retain title to its
property as the property was titled prior to the termination of
the Ground Lease.  Accordingly, Casco is selling its right, title
and interest in the Land, while CHC is selling its right, title
and interest in the remaining Assets.  Casco has engaged an
appraiser who has valued the Land encumbered by the Ground Lease
to be $3,450,000, and the Land unencumbered by the Ground Lease to
be $5,700,000.  Further Court Order will conclusively determine
the value of the Land owned by Casco and therefore the allocation
of the proceeds of the sale of the Debtors' Assets.  Prior to
disbursement of funds pursuant to the Plan, the Court will
determine the allocation of the proceeds from the sale of the
Debtors' Assets to the Debtors' respective estates.

The Plan contemplates, among other things, the payment in full in
cash of all Administrative Claims and Priority Tax Claims.

The classification and treatment of claims against Congressional
Hotel are:

     A. Class 1 (Allowed Citizens Secured Claim) will be paid in
        full at Closing from the proceeds of the sale of the
        Assets.  Estimated recovery is 100%.

     B. Class 2 (Allowed Secured Claim of Montgomery County,
        Maryland) will be paid in full at Closing from the
        proceeds of the sale of the Assets.  Estimated recovery
        is 100%.

     C. Class 3 (Priority Tax Claims) will be paid in full on or
        before the Effective Date.  Estimated recovery is 100%.

     D. Class 4 (General Unsecured Claims) will receive a pro rata
        share of any remaining monies after the payment of all
        secured, administrative and priority claims.  Estimated
        recovery is 46.3%.

     E. Class 5 (Equity Interest Holders) will be cancelled and
        each holder will not be legally entitled to receive or
        retain distributions on account of Equity Interests.
        Estimated recovery is 0%.

The classification and treatment of claims against Casco Hotel
are:

     A. Class 1 (Allowed Secured Claim of Montgomery County,
        Maryland) will be paid in full at Closing from the
        proceeds of the sale of the Assets.  Estimated recovery
        is 100%.

     B. Class 2 (Equity Interest Holders) will be cancelled and
        each Holder will receive or retain distributions after all
        Claims of CASCO creditors are paid in full.  Estimated
        recovery is Unknown.

A copy of the modified disclosure statement is available for free
at http://bankrupt.com/misc/CONGRESSIONALHOTEL_dsmodified.pdf

         About Congressional Hotel and CASCO Hotel Group

Casco Hotel Group, LLC, owns the Legacy Hotel in Rockville,
Maryland.  Congressional Hotel Corporation is a holdover tenant on
the Property and manages the Property on behalf of CASCO.  The
hotel was previously known as Ramada Inn.

Congressional Hotel filed for Chapter 11 relief (Bankr. D. Md.
Case No. 11-26732) on Aug. 15, 2011.  CASCO filed for Chapter 11
relief (Bankr. D. Md. Case No. 11-26880) two days later.

CASCO is a single-asset real estate company.  It declared assets
and liabilities each in the range of $10 million to $50 million.
Congressional Hotel scheduled $709,121 in assets and $19,883,667
in debts.  James Greenan, Esq., at McNamee Hosea, represents
Congressional Hotel.

Congressional Hotel previously filed for Chapter 11 bankruptcy
(Bankr. D. Md. Case No. 09-17901) on May 3, 2009.  James Greenan,
Esq., at McNamee Hosea represented the Debtor in its restructuring
efforts.  The 2009 petition estimated the Debtor's assets and
debts from $10 million to $50 million.  The case was dismissed on
May 18, 2011, at the request of creditor Mervis Diamond Corp.  But
a resolution couldn't be confirmed with Mervis Diamond and other
creditors, prompting Congressional Hotel to seek Chapter 11
protection again.

The U.S. Trustee said an official committee has not been appointed
in the bankruptcy case of Congressional Hotel because an
insufficient number of persons holding unsecured claims against
the Debtor expressed interest in serving on a committee.  The U.S.
Trustee reserves the right to appoint such a committee should
interest developed among the creditors.

Congressional Hotel and Casco Hotel Group filed a joint disclosure
statement in support of a plan of liquidation dated Feb. 7, 2012.


CONSTRUCTORA DE HATO: Filing Deficiency Cues Possible Dismissal
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico notified
Constructora De Hato Rey Incorporada that its failure to cure the
deficient filing will result in its bankruptcy case being
dismissed with no further notice.

Previously, the Court notified the Debtor that pursuant to General
Order 06?01, the petition filed by the Debtor was deficient
because of its failure to cure the deficiency on Corporate
Resolution/Corporate Ownership Statement.

            About Constructora De Hato Rey Incorporada

Constructora De Hato Rey Incorporada filed a Chapter 11 petition
(Bankr. D. P.R. Case No. 12-02876-11) in Old San Juan, Puerto
Rico, on April 13, 2012.

The Debtor is represented by Charles Alfred Cuprill, Esq., at
Charles A. Curpill, PSC Law Office, in San Juan.

The Debtor disclosed $10.8 million in assets and $6.86 million
in liabilities in its schedules.  The Debtor owns parcels of
land in Puerto Rico with an aggregate value of $1.82 million.
The Debtor has "uncollectible" receivables of $4.05 million
owed by affiliates.  It also has construction equipment worth
$4.1 million.  Secured debt only totals $2.13 million.  A copy of
the schedules filed with the petition is available for free at:
http://bankrupt.com/misc/prb12-02876.pdf


CONTRA COSTA: S&P Affirms 'B' Rating on 1999 Tax Allocation Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed Contra Costa County
Public Financing Authority, Calif.'s senior series 1999 tax
allocation bonds (TABs) outstanding, issued for Contra Costa
County Redevelopment Agency, from CreditWatch, where they were
placed with negative implications Oct. 14, 2011.

At the same time, Standard & Poor's affirmed its 'B' rating on the
TABs. The outlook is negative.

"These rating actions reflect what we view as continued declines
in assessed value in the weakest project areas and the potential
for additional assessed value declines or the agency to use debt
service reserves due to inadequate debt service coverage," said
Standard & Poor's credit analyst Sussan Corson. "Although
successor agency management reports cash on hand is available and
designated for upcoming principal and interest payments in August
2012, should the agency use the debt service reserves to meet debt
service in the next year, we could lower the rating. Should the
agency avoid using the debt service reserve due to use of
nonpledged resources or restructure debt service to improve
coverage, we could maintain the rating."

The rating reflects what S&P considers:

-  The credit characteristics of the weakest project area loan
    related to the Bay Point Project Area, from which pledged
    revenues based on the fiscal 2012 tax base currently provide
    about 0.6x senior maximum annual debt service coverage;

-  Significant declines in assessed value (AV) in three of the
    four project areas since fiscal years 2008 and 2009;

-  Moderately high volatility ratio of 0.47 for Bay Point, which
    suggests that even minor further AV declines will likely have
    a proportionally larger effect on pledged revenues; and

-  An increased taxpayer concentration in three of the four
    project areas since fiscal 2007.

"The preceding weaknesses are offset, in part, by our view of a
cash-funded debt service reserve fund for the Bay Point project
area series 1999 TABs loan, invested in a U.S. Bank money market
fund, and the Bay Point project area's portion of the surety
reserve provided by National Public Financial Guarantee (formerly
MBIA; BBB/Developing) for the series 2007A nonhousing TABs, which
enjoy a senior parity lien on the project area's nonhousing tax
increment revenue," S&P said.

"Under Assembly Bill 1X26, a new law which dissolved redevelopment
agencies in the state as of Feb. 1, 2012, the county is acting as
successor agency to the Contra Costa County Redevelopment Agency
for both the nonhousing and housing functions. The agency also
represented that it has received its January 2012 county tax
increment disbursement, which it used to make its Feb. 1 debt
service payment," S&P said.

The project areas are in Contra Costa County (estimated population
of 1,047,828), which fully participates in the Bay Area economy
and employment base. Located approximately 20 miles from San
Francisco, Contra Costa County is one of nine counties that
comprise the San Francisco-Oakland Bay Area.


COSTA DORADA: Plan Outline Hearing Scheduled for June 12
--------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico will convene a hearing on June 12,
2012, at 10:30 a.m. to consider adequacy of the Amended Disclosure
Statement explaining Costa Dorada Apartments Corp.'s proposed
Chapter 11 Plan.

According to the Amended Disclosure Statement dated March 19,
2012, the Plan provides that upon confirmation, the Debtor will
have sufficient funds to make all payments then due.  The funds
will be obtained from these sources:

   1) sale of 15 apartment units in the project;

   2) rent and regular operation of the other apartments as part
      of the hotel facilities;

   3) sale of the remnant land of 3.5 cdas located at State Road
      466 Bajuras Ward in Isabela, Puerto Rico; and

   4) rent and regular operation of the other apartments as part
      of the Time Sharing (Vacation Plan) project.

Under the Plan, the Debtor proposes to treat claims and interests
as follows:

   Class 2: Secured Creditor Scotiabank de PR -- the amounts due
under the class will be paid in full.  The Debtor will immediately
commence marketing effort of the apartment units at the project
and compromises to pay 90% of the proceeds of each unit to be sold
at the property located at Costa Dorada Apartment complex at an
estimated sales price of $150,000, each.  The remainder 10% will
be used by the Debtor for selling; notarial expenses and other
expenses that may be incurred in each sale.

   Class 3: Secured Creditor Banco Popular de PR -- the class will
retain unaltered its legal equitable and contractual rights.  The
Debtor is in full compliance with the original terms with the
creditors in this class and will continue to make regular payments
as agreed to.

   Class 4: General Unsecured Creditors -- on the Consummation
date, each Class 4 claimant will receive from the Debtor a
nonnegotiable, interest bearing promissory note, dated as of the
Effective Date, providing for a payment of 100% of their allowed
claims plus yearly interest computed at 3.25%.

   Class 5: Unsecured Insiders Claims -- this class will be paid
in cash and in full but only after all allowed claims under Class
1, 2, 4 and allowed priority claims under Section 507(a)(8) of the
Bankruptcy Code are paid in full.

   Class 6: Time Sharing (Vacation Club) Agreements -- this class
will retain unaltered its legal equitable and contractual rights.

   Class 7: Equity Security Interest Holders -- Equity Security
Interest Holders may receive a residual dividend throughout this
plan consisting of all excess value in property after payment of
all allowed claims.  Any payment on their behalf is subordinated
to full payment of the allowed claims.  Additionally the equity
security holders will retain their interest in the Reorganized
Debtor by receiving a distribution of common stock from the
Reorganized Company equivalent to their current participation in
the corporate debtor.

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

                   About Costa Dorada Apartments

Costa Dorada Apartments Corp., dba Villas De Costa Dorada, in
Isabela, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr.
D.P.R. Case No. 11-03960) on May 10, 2011.  The Debtor disclosed
$10.7 million in assets and $8.6 million in liabilities as of the
Chapter 11 filing.  The petition was signed by Carlos R. Fernandez
Rodriguez, its president.  Wigberto Lugo Mender, Esq., at Lugo
Mender & Co., in Guaynabo, Puerto Rico, represents the Debtor as
counsel.


CRYSTAL CATHEDRAL: Member Files $5.6 Million Claim
--------------------------------------------------
Christian Today reports that David E. Phillippe, a member of the
Crystal Cathedral, has filed a claim in bankruptcy court, seeking
$5.6 million from the California megachurch founder Robert H.
Schuller and $30 billion from the Roman Catholic Diocese of
Orange, alleging the sale of the church campus violated his
religious and civil rights.

According to the report, Mr. Phillippe is also seeking $50,000 for
two cemetery sites.  Mr. Phillippe alleged the board of directors
"acted at Schuller's bidding" and mismanaged the ministry's money
causing the bankruptcy.  The resultant sale of the Garden Grove
campus to the Roman Catholic Diocese of Orange has "permanently
desecrated" the campus, he argued.

The report relates Nanette Sanders, Esq., the attorney for the
bankruptcy agent in the case, said the plan was confirmed in
December and is "now a final, non-appealable order".  "If you had
an objection to the sale to the Catholic Church, you needed to
raise your objection at the November confirmation hearings," Ms.
Sanders said, according to the report.

The report notes the Catholic diocese is not closing the cemetery
and plans to respect the wishes of the families who have relatives
buried at the Memorial Gardens or who have bought sites there for
future use, church spokesman Stephen Bohannon was quoted as
saying.  Crystal Cathedral is allowed to continue to worship on
the campus for three years for $100,000 a month during the first
year and $150,000 for the following two years.  In 2015, the
congregation is expected to move out of the campus, which will
then serve as the spiritual home of the 1.2 million Catholics in
Orange County, the report says.

                      About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."

Mr. Schuller retired from his role as senior pastor of Crystal
Cathedral in 2006. His daughter Sheila Schuller Coleman has been
senior pastor since July 2009.  Contributions declined 24% in
2009, in part on account of "unsettled leadership."

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represents the Debtor.

Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.

In November 2011, Crystal Cathedral won Court permission to sell
its property to the Roman Catholic Diocese of Orange for $57.5
million.  The Diocese beat a rival bid from Chapman University.
The sale agreement provides that the congregation will have three
years to find new premises.

Chapman University, the secular bidder, was the preferred buyer as
far as the church members are concerned, because Chapman would
allow the ministry to continue to use the main buildings on the
premises.  It also offered the option of allowing church
administrators to buy the property back at a later point.  Chapman
raised its bid to $59 million, but the Crystal Cathedral board
still chose the Diocese.


CUSTER ROAD: Disclosure Statement Hearing on July 9
---------------------------------------------------
Custer Road Marketplace, Ltd., filed with the Bankruptcy Court a
proposed Chapter 11 plan and explanatory disclosure statement.

The Plan allows the Debtor to obtain a loan secured by lots 2 and
4 of the Debtor's real property.  These lots have a value of
approximately $5,700,000.  The Debtor anticipates obtaining a loan
secured by these lots in an amount in excess of $4,000,000.  If
the Debtor obtains such a loan, the proceeds will be used to pay
the Class 4 claim of Tax Ease Funding, L.P. in the amount of
$616,494, in full, to pay the Class 2 secured tax claims in full
with respect to taxes assessed against the remaining CRM Property
and the balance paid as a partial payment on the Class 3 Claim of
Legacy Texas Bank, a fully secured creditor.  The Debtor scheduled
the claim of Legacy at $16,320,565 on the Petition Date.

If CRM or Reorganized CRM does not obtain the Plan Loan, the Class
3 Claim will be paid in full on the Effective Date by the transfer
by special warranty of title to the Legacy Property from CRM to
Legacy in full and final payment of any and all Claims of Legacy.

Each holder of general unsecured claims is impaired under the
Plan.  Each Holder of an Allowed Class 5 general unsecured claim
will receive cash equal to the amount of the claim of payable from
a pro rata share of $5,000 each month until those claims are paid.

Holders of interests are unimpaired under the Plan.

The hearing to consider the approval of the Disclosure Statement
will be held on July 9, 2012, at 10:30 a.m.

A copy of the Disclosure Statement dated May 4, 2012, is available
for free at:

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

Custer Road Marketplace, Ltd., filed for Chapter 11 bankruptcy
(Bankr. E.D. Tex. Case No. 12-40312) on Feb. 7, 2012, estimating
$10 million to $50 million in assets and debts.  Richard W. Ward,
Esq., serves as the Debtor's bankruptcy counsel.  Judge Brenda T.
Rhoades presides over the case.  In its schedules, the Debtor
disclosed $23,183,800 in total assets and $19,257,403 in total
liabilities.


DALPHIS AMERICA: Lays Off 75 Workers; Puts Assets Up for Sale
-------------------------------------------------------------
Cole Epley at Memphis Business Journal reports that Dalphis
America LLC has laid off 75 employees as the company and its
assets are reportedly being put up for sale.

According to the Tennessee Department of Labor and Workforce
Development, the layoffs were effective May 18.

The Commercial Appeal reported the Company was unable to compete
against foreign competitors in Canada and Mexico despite having
received financial backing from an Atlanta-based investor group.

On Feb. 6, 2012, Dalphis emerged from Chapter 11 and restructured
as Dalphis America, LLC.

Upon filing for Chapter 11 reorganization in May 2011, Dalphis
began a new strategy to turn around the company in all areas, by
streamlining manufacturing operations and renewing emphasis on
customer satisfaction.

Dalphis Holding, LLC, a Memphis, Tenn.-based manufacturer of
window treatments, filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 11-24849) in its hometown on May 12, 2011.  Melanie T.
Vardaman, Esq., at Harris Jernigan & Geno, PLLC, in Ridgeland,
Missouri, served as counsel to the Debtor.  The Company estimated
$1 million to $10 million in assets as of the Chapter 11 filing.


DELTA PETROLEUM: U.S. Trustee Objects to $1.5-Mil. Breakup Fee
--------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that the U.S.
trustee for Delta Petroleum Corp. on Friday objected to a
$1.5 million breakup fee for Laramie Energy II LLC in the event
that Delta pulls out of a reorganization plan premised on a joint
venture between the two companies.

Law360 relates that the U.S. trustee said the breakup fee is not
appropriate under Third Circuit law because to award a breakup fee
to a potential bidder, the court must determine that the breakup
fee was an actual and necessary cost and expense of preserving the
estate.

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

The U.S. Trustee told the bankruptcy judge that there was
insufficient interest from creditors to form an official committee
of unsecured creditors.

Laramie Energy II LLC has been approved by the Court to serve as
the sponsor for Delta's reorganization plan.


DEWEY & LEBOEUF: Schedules Filing Deadline Moved to July 26
-----------------------------------------------------------
Judge Martin Glenn issued a revised order extending Dewey &
LeBoeuf LLP's deadline to file its schedules of assets and
liabilities and statements of financial affairs for 45 days to and
including July 26, 2012, without prejudice to the Debtor's right
to seek an additional extension upon cause shown.

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.


DEWEY & LEBOEUF: Creditors' Committee Hires Brown Rudnick
---------------------------------------------------------
The three-member official committee of unsecured creditors in the
Chapter 11 case of Dewey & LeBoeuf LLP has hired as bankruptcy
counsel:

          Edward S. Weisfelner, Esq.
          Robert J. Stark, Esq.
          Andrew S. Dash, Esq.
          David J. Molton, Esq.
          Howard S. Steel, Esq.
          Laura F. Weiss, Esq.
          BROWN RUDNICK LLP
          7 Times Square
          New York, NY 10036
          Telephone: 212-209-4800
          Facsimile: 212-209-4801
          E-mail: eweisfelner@brownrudnick.com
                  rstark@brownrudnick.com
                  adash@brownrudnick.com
                  dmolton@brownrudnick.com
                  hsteel@brownrudnick.com
                  lweiss@brownrudnick.com

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.


DEX ONE: Restructuring Capital Hikes Equity Stake to 9.9%
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Restructuring Capital Associates, L.P., and
its affiliates disclosed that as of May 22, 2012, they
beneficially own 5,021,130 shares of common stock of Dex One
Corporation representing 9.9% of the shares outstanding.

Restructuring Capital previously reported beneficial ownership of
4,873,043 common shares or a 9.7% equity stake as of Dec. 31,
2011.

A copy of the amended filing is available for free at:

                        http://is.gd/PoC8f8

                           About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

The Company's balance sheet at March 31, 2012, showed $3.14
billion in total assets, $3.09 billion in total liabilities and
$48.87 million in total shareholders' equity.

                            *     *      *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


DYNASTY DEVELOPMENT: Sec. 341 Creditors' Meeting Set for Sept. 26
-----------------------------------------------------------------
The U.S. Trustee in Las Vegas, Nevada, will convene a Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Dynasty Development Group, LLC, dba Paradise Bay Hotel & Casino,
on June 28, 2012, at 2:00 p.m. at 341s - Foley Bldg,Rm 1500.

The last day to file proofs of claim is Sept. 26, 2012.

Las Vegas-based Dynasty Development Group, LLC, doing business as
Paradise Bay Hotel & Casino, filed a Chapter 11 petition (Bankr.
D. Nev. Case No. 12-16334) on May 29, 2012.  The Debtor estimated
assets of at least $10 million and debts under $10 million.  The
Debtor is represented by J. Taylor Oblad, Esq., at The Oblad Law
Group in Las Vegas.

Dynasty Development previously sought Chapter 11 protection
(Bankr. S.D. Miss. Case NO. 11-50997) on April 29, 2011,
disclosing $5.22 million in assets and $1.78 million in
liabilities in its schedules.   The lenders led by DDJ Capital
Management, LLC, sought dismissal of that bankruptcy case, citing
the filing was made to avoid obligations in a civil action.


EDRA BLIXSETH: Summary Judgment Motions Denied in Suit v. Lender
---------------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher denied summary judgment motions
filed by Richard J. Samson, the Chapter 7 trustee for Edra D.
Blixseth, and Western Capital Partners, LLC, her lender.  The
Chapter 7 Trustee sued Western Capital, which provided $13 million
in loans to Ms. Blixseth's businesses.  The Chapter 7 Trustee
seeks in Count I of the Amended Complaint to avoid obligations
incurred and payments made by Ms. Blixseth in June 2007,
additional collateral pledged in May 2008 and a garnishment on
Feb. 12, 2009, on grounds the obligations and transfers were
fraudulent under 11 U.S.C. Sections 548 and 550 and further seeks
in Count II to avoid the same obligations and transfers pursuant
to Cal. Civ. Code Sections 3439.04 and 3439.05, Mont. Code Ann.
Sections 31-2-333 and 31-2-334, Colo. Rev. Stat. Sections 38-8-105
and 38-8-106, and other comparable state laws, and 11 U.S.C.
Sections 544 and 550. In Count III, the Trustee alleges that a
transfer of $45,200 in cash to Western Capital is an avoidable
preference under 11 U.S.C. Sec. 547; in Count V, the Trustee seeks
disallowance of Western Capital's claim; and in Count VI, the
Trustee alleges Western Capital's loan was usurious under Montana
law.

The case is, RICHARD J. SAMSON, Plaintiff, v. WESTERN CAPITAL
PARTNERS LLC, Defendant, Adv. Proc. No. 10-00094 (Bankr. D.
Mont.).  A copy of the Court's June 1, 2012 Memorandum of Decision
is available at http://is.gd/kf26mSfrom Leagle.com.

                     About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.


FAIRFAX CROSSING: Final Decree Closing Ch. 11 Case Entered
----------------------------------------------------------
The Hon. Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia entered a final decree closing
the Chapter 11 case of Fairfax Crossing LLC and Fairfax Crossing
II LLC.  The Debtors relate that the Plan of Reorganization
proposed to the creditors was confirmed by the Court on July 18,
2011, and was substantially consummated.

                      About Fairfax Crossing

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

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

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

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

Judge Flatley confirmed on July 18, 2011, the Debtors' Modified
Second Amended Plan of Reorganization, which provides for the
substantial consolidation of the two debtors into one reorganized
company.


FRANKLIN CREDIT: Files for Chapter 11 With Prepack Plan
--------------------------------------------------------
Franklin Credit Holding Corporation filed a Chapter 11 bankruptcy
petition (Bankr. D. N.J. Case No. 12-24411) in Newark, New Jersey,
on June 4, 2012.

Franklin Credit also filed a prepackaged plan.  The Debtor is
seeking a combined hearing on the plan and the explanatory
disclosure statement.

The Plan provides for the liquidation of its assets -- the
ownership of 80% of the stock in non-debtor Franklin Credit
Mortgage Corp. -- with the proceeds or the fair market value of
the assets being distributed in accordance with the Bankruptcy
Code.  The fair market value of FCMC will be distributed through
the payment of $250,000 in cash on the effective date of the Plan
and an aggregate $1.11 million over a period of five years,
evidenced by a promissory note guaranteed by Thomas J. Axon, the
chairman and president of the Debtor and FCMC, and the owner of
20% of the common shares of FCMC, and 45.2% of the common shares
of the Debtor.  The payments will be made by FCMC, and will be the
primary source of cash for distributions contemplated by the Plan.
IN exchange for the payment by FCMC, the Debtor's interests in the
stock of FCMC will be distributed, pro-rata, to holders of allowed
interests.

The Plan provides for payment in full of allowed priority non-tax
claims.  The secured claims of the legacy lenders totaling
$820.6 million will be unaltered by the Plan.  Huntington National
Bank and Huntington Finance LLC will release the Debtor from any
obligations in connection with their secured claims of $4.7
million.  Holders of general unsecured claims estimated to total
$1.9 million will receive their pro rata share of the proceeds of
the liquidation of the remaining assets.

Over the last several years, the Debtor and FCMC have been parties
to multiple restructuring agreements with their primary creditors
arising in an effort to address the challenges resulting from the
severe deterioration in the housing market and the nearly complete
shutdown of the mortgage credit market for borrowers without
excellent credit histories.

A copy of the Disclosure Statement is available for free at:

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

                   About Franklin Credit Holding

Franklin Credit Holding Corporation (OTC BB: FCMC)
-- http://www.franklincredit.com/-- is a specialty consumer
finance company primarily engaged in the servicing and resolution
of performing, reperforming and nonperforming residential mortgage
loans, including specialized loan recovery servicing, and in the
analysis, pricing, due diligence and acquisition of residential
mortgage portfolios for third parties.  The Company's executive,
administrative and operations offices are located in Jersey City,
N.J.


FREEDOM COMMS: Plan Trust Prevails Over Ex-Employee's Claim
-----------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon granted the request of
the FCH Litigation Trust to classify the proof of claim filed by
Katherine Gibson, an ex-employee of Freedom Communications
Holdings, Inc., as a subordinated claim under the confirmed plan
of reorganization.  The Trust argued the claim is tardily filed.
Ms. Gibson said, however, that it would be wrong to subordinate
her claim for being tardy since, according to her, she never
received notice of Freedom's bankruptcy or the claims bar date in
the case.  Judge Shannon held that the evidence before the Court
shows Freedom sent the required notices to Ms. Gibson at the last-
known address it had on file for her.  Even though that address
contained typographical errors, the Court holds that, under the
circumstances of the case, the notice was reasonably calculated to
apprise Ms. Gibson of both Freedom's bankruptcy and the claims bar
date.

A copy of the Court's May 31, 2012 Opinion is available at
http://is.gd/aKLYbsfrom Leagle.com.

                  About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned media company operating print
publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
100 daily and weekly publications, plus ancillary magazines and
other specialty publications. The broadcast company's stations --
five CBS, two ABC network affiliates and one CW affiliate -- reach
more than 3 million households across the country. The Company's
news, information and entertainment Web sites complement its print
and broadcast properties.

Freedom Communications filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13046) on Sept. 1, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, and Latham & Watkins LLP served as
Chapter 11 counsel.  Houlihan, Lokey, Howard & Zukin, Inc., served
as financial advisors while AlixPartners LLC served as
restructuring consultants.  Logan & Co. served as claims and
notice agent.

Freedom Communications had $757 million in assets against debts of
$1.077 billion as of July 31, 2009.

The Bankruptcy Court confirmed Freedom' Plan of Reorganization on
March 9, 2010.  The Plan became effective April 30, 2010.  The
Plan, which was supported by the Steering Committee of the
Company's secured lenders and the Official Committee of Unsecured
Creditors, eliminated $450 million of debt from Freedom's balance
sheet.  Creditors, led by JPMorgan Chase, agreed to cut the debt
by nearly 60% to $325 million in return for control of the
Company.


GIBRALTAR KENTUCKY: Wants to Hire Lazzara & Company as Accountant
-----------------------------------------------------------------
Gibraltar Kentucky Development, LLC, asks the U.S. Bankruptcy
Court for the Southern District of Florida for permission to
employ Robert Derderian of Lazzara & Company, P.C., as accountant.

The Debtor requires the services of an accountant to perform
ordinary and necessary accounting services required in the
administration of the estate.

The Debtor proposes to employ the accountant on a general
retainer.

To the best of the Debtor's knowledge, the accountant does not
hold or represent any interest adverse to the Debtor or the
estate, and is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

                About Gibraltar Kentucky Development

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  Palm Beach Gardens-based Gibraltar
Kentucky says that it is not a small business debtor under 11
U.S.C. Sec. 101(51D).  Documents attached to the petition indicate
that McCaugh Energy LLC owns 42.15% of the "fee simple"
securities.

According to the Web site http://www.gibraltarenergygroup.com/
Gibraltar Kentucky is part of the Gibraltar Energy Group.  The
various companies of the group are involved with the drilling,
development and production of oil and gas, as well as, the sale of
coal and timber.  Offices are in Michigan and Florida and
investments are in Michigan and Kentucky.

Judge Erik P. Kimball presides over the case.  David L. Merrill,
Esq., at Talarchyk Merrill, LLC, serves as the Debtor's counsel.
The Debtor disclosed $175,395,449 in assets and $1,193,516 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Bill Boyd, as manager.

Steven R. Turner, Trustee for Region 21, has informed the Court
that, until further notice, he will not appoint a committee of
creditors.


GLOBAL SHIP: 2012 Annual Shareholders Meeting Set for July 10
-------------------------------------------------------------
The 2012 annual meeting of shareholders of Global Ship Lease,
Inc., will be held at the Company's administrative office at
Portland House, Stag Place, London SW1E 5RS on July 10, 2012, at
3:00 p.m. local time.

At the meeting, shareholders of the Company will consider and vote
upon these proposals:

   1. To elect two Term I Directors to serve until the 2015 Annual
      Meeting of Shareholders;

   2. To ratify the appointment of PricewaterhouseCoopers Audit as
      the Company's independent public accounting firm for the
      fiscal year ending Dec. 31, 2012; and

   3. To transact other business as may properly come before
      the meeting or any adjournment thereof.

                      About Global Ship Lease

London, England-based Global Ship Lease (NYSE: GSL, GSL.U and
GSL.WS) -- http://www.globalshiplease.com/-- is a containership
charter owner.  Incorporated in the Marshall Islands, Global Ship
Lease commenced operations in December 2007 with a business of
owning and chartering out containerships under long-term, fixed
rate charters to world class container liner companies.

Global Ship Lease owns 17 vessels with a total capacity of 66,297
TEU with a weighted average age at June 30, 2010, of 6.3 years.
All of the current vessels are fixed on long-term charters to CMA
CGM with an average remaining term of 8.6 years.  The Company has
contracts in place to purchase two 4,250 TEU newbuildings from
German interests for approximately $77 million each that are
scheduled to be delivered in the fourth quarter of 2010.  The
Company also has agreements to charter out these newbuildings to
Zim Integrated Shipping Services Limited for seven or eight years
at charterer's option.

As reported in the Dec. 1, 2012 edition of the TCR, Global Ship
Lease disclosed that it had entered into an agreement with its
lenders to waive until Nov. 30, 2012 the requirement under its
credit facility to conduct loan-to-value tests.  The credit
facility requires that loan-to-value, which is the ratio of
outstanding borrowings under the credit facility to the aggregate
charter-free market value of the secured vessels, cannot exceed
75%.

The Company's balance sheet at March 31, 2012, showed US$937.52
million in total assets, US$595.25 million in total liabilities
and US$342.26 million in total stockholders' equity.


GORDIAN MEDICAL: Court Approves Fulbright as Regulatory Counsel
---------------------------------------------------------------
The Bankruptcy Court authorized Gordian Medical, Inc., dba
American Medical Technologies to employ Fulbright & Jaworski LLP
as its special regulatory counsel, to provide legal services in
connection with the Debtor's healthcare regulatory matters,
including, but not limited to, the Medicare payment disputes and
actions for judicial review of payment denials.

The attorneys currently expected to be principally responsible for
the case, and their hourly rates are:

          Professional         Hourly Rate
          -----------------    -----------
          Fredrick Robinson       $775
          Lesley Reynolds         $525
          Mark Faccenda           $450
          Cory Goldberg           $425
          Selina Spinos           $340

                       About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  The Debtor estimated assets and debts of up to
$50 million.  It has $4.3 million in cash and $31.1 million in
receivables due from Medicare.

Irvine, California-based Gordian Medical provides supplies and
services to treat serious wounds.  The company has active
relationships with and serves patients in more than 4,000 nursing
facilities in 49 states with the heaviest concentration of the
nursing homes being in the south and southeast sections of the
United States.

Judge Mark S. Wallace oversees the case.  Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel.  GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GORDIAN MEDICAL: Committee Has Access to GlassRatner Data
---------------------------------------------------------
The Bankruptcy Court approved a stipulation between Gordian
Medical Inc. and the Official Committee of Unsecured Creditors
that provides the Committee access to GlassRatner Advisory &
Capital Group LLC's work product, including, but not limited to
GlassRatner's analysis of issues, related to the Debtor's case
and, if need arises, may utilize the services of GlassRatner to
conduct financial analyses on behalf of the Committee.

The Committee agrees that the information will be kept
confidential and will not be disclosed.

The Court previously authorized the Debtor to employ GlassRatner
as its financial advisor.  The Debtor will pay the firm at these
hourly rates:

     Michael Issa                        $450
     Kerry Krisher                       $450
     Brad Smith                          $250
     Patrick Lacy                        $175
     Other Consultants                 $175-$350

                       About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  The Debtor estimated assets and debts of up to
$50 million.  It has $4.3 million in cash and $31.1 million in
receivables due from Medicare.

Irvine, California-based Gordian Medical provides supplies and
services to treat serious wounds.  The company has active
relationships with and serves patients in more than 4,000 nursing
facilities in 49 states with the heaviest concentration of the
nursing homes being in the south and southeast sections of the
United States.

Judge Mark S. Wallace oversees the case.  Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel.  GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GORDIAN MEDICAL: Court Approves Landau as Committee's Counsel
-------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors of Gordian Medical, Inc., to retain Landau
Gottfried & Berger LLP as its general bankruptcy counsel.  The
firm will, among other things: (a) advise the Committee with
respect to its duties, powers and responsibilities in the Debtor's
bankruptcy case; (b) ensure that the Committee complies with the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and
the Bankruptcy Local Rules; and (c) advice the Committee with
respect to various options available for resolution of the
Debtor's bankruptcy case.

The attorneys who will primarily responsible for the
representation of the Debtor and their hourly rates are:

         Rodger Landau           $540
         Michael Gottfried       $540
         Monica Rieder           $385
         Roye Zur                $300

                       About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  The Debtor estimated assets and debts of up to
$50 million.  It has $4.3 million in cash and $31.1 million in
receivables due from Medicare.

Irvine, California-based Gordian Medical provides supplies and
services to treat serious wounds.  The company has active
relationships with and serves patients in more than 4,000 nursing
facilities in 49 states with the heaviest concentration of the
nursing homes being in the south and southeast sections of the
United States.

Judge Mark S. Wallace oversees the case.  Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel.  GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GORDIAN MEDICAL: Wants to Hire Loeb & Loeb as Tax Counsel
---------------------------------------------------------
Gordian Medical, Inc., dba American Medical Technologies, seeks
permission from the Bankruptcy Court to employ Loeb & Loeb LLP as
its special tax counsel to file and prosecute an administrative
appeal with the California Board of Equalization of a sales tax
assessment charged against the Debtor as well as to prosecute
certain other pending administrative appeals relating to other
sales tax assessments charged against the Debtor.

The attorneys currently expected to be principally responsible for
the Case, and their hourly rates are:

                  Christopher Campbell    $650
                  Ryan Austin             $525
                  Teresa Clardy           $350

To the best of the Debtor's knowledge, Loeb is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code and Loeb does not hold any interest adverse to the Debtor.

                       About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  The Debtor estimated assets and debts of up to
$50 million.  It has $4.3 million in cash and $31.1 million in
receivables due from Medicare.

Irvine, California-based Gordian Medical provides supplies and
services to treat serious wounds.  The company has active
relationships with and serves patients in more than 4,000 nursing
facilities in 49 states with the heaviest concentration of the
nursing homes being in the south and southeast sections of the
United States.

Judge Mark S. Wallace oversees the case.  Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel.  GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GORDIAN MEDICAL: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Gordian Medical, Inc., filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $37,877,279
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                       $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $5,157,002
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $2,701,269
                                  -----------    -----------
        TOTAL                     $37,877,279     $7,858,271

A copy of the Schedules is available for free at:

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

                       About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  The Debtor estimated assets and debts of up to
$50 million.  It has $4.3 million in cash and $31.1 million in
receivables due from Medicare.

Irvine, California-based Gordian Medical provides supplies and
services to treat serious wounds.  The company has active
relationships with and serves patients in more than 4,000 nursing
facilities in 49 states with the heaviest concentration of the
nursing homes being in the south and southeast sections of the
United States.

Judge Mark S. Wallace oversees the case.  Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel.  GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GOSPEL RESCUE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gospel Rescue Ministries of Washington, D.C. Inc.
        810 Fifth Street, NW
        Washington, DC 20001

Bankruptcy Case No.: 12-00405

Chapter 11 Petition Date: May 30, 2012

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

About the Debtor: According to the Web site http://www.grm.org,in
                  the heart of Washington D.C., Gospel Rescue
                  Ministries strives to be a shelter in the storm
                  of substance abuse, hunger, and homelessness.
                  GRM is a non-denominational Christian social
                  service agency that provides hope, help, and
                  healing to men and women in a variety of ways,
                  from sheltering the homeless and feeding the
                  hungry, to educating men and women, healing them
                  from addictions, and providing them with the
                  vocational skills and spiritual strength to
                  change their lives.

Debtor's Counsel: Paul Sweeney, Esq.
                  YUMKAS, VIDMAR & SWEENEY, LLC
                  2530 Riva Road, Suite 400
                  Annapolis, MD 21401
                  Tel: (443) 569-5972
                  Fax: (410) 571-2798
                  E-mail: psweeney@yvslaw.com

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

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

The petition was signed by Michael J. Cortese, president and CEO.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Grizzard                           Trade Debt             $316,000
P.O. Box 534196
Atlanta, GA 30353-4196

Internal Revenue Service           2011 FICA              $217,169
Centralized Insolvency Unit
P.O. Box 7346
Philadelphia, PA 19101-7346

Jennifer Sullivan                  Bridge Loan            $200,000
318 Prince Street, #7
Alexandria, VA 22314-3342

Internal Revenue Service           2011 Federal Taxes     $144,014
Centralized Insolvency Unit

Pitney Bowes Global                Trade Debt              $87,633

Gammon & Grange, P.C.              Legal Services          $84,361

Capital Area Food Bank             Trade Debt              $58,606

Scafford F. Forte CPA              Accounting Services     $56,815

Internal Revenue Service           Federal Withholding     $47,873
Centralized Insolvency Unit        Tax

GE Capital                         Trade Debt              $45,472

Comptroller of Maryland            2011 MD Taxes           $42,304

Internal Revenue Service           Social Security         $40,330
Centralized Insolvency Unit        Company

DC Unemployment                    2011 SUTA               $39,176

Eleuthera Institute                Trade Debt              $39,044

DC Withholding                     2011 DC Taxes           $37,301

Comdata                            Trade Debt              $35,217

DC Unemployment                    DC Unemployment         $33,738

Fitzgerald, Snyder & Co., P.C.     Trade Debt              $30,000

Aetna                              Insurance               $28,516

Internal Revenue Service           Social Security         $27,320
Centralized Insolvency Unit        Employee


GUIDER AVENUE: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Guider Avenue LLC
        553 Lincoln Avenue
        Staten Island, NY 10306

Bankruptcy Case No.: 12-43940

Chapter 11 Petition Date: May 30, 2012

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

Judge: Nancy Hershey Lord

Debtor's Counsel: Bruce Weiner, Esq.
                  ROSENBERG MUSSO & WEINER LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  E-mail: rmwlaw@att.net

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

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

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-43940.pdf

The petition was signed by Lee Mineo, managing member.


HARPER BRUSH: Asks Court to Approve CRO Contract
------------------------------------------------
Harper Brush Works, Inc., asks the Bankruptcy Court to approve a
engagement agreement with Marc B. Ross as its Chief Restructuring
Officer.

Mr. Ross began providing services to the Debtor pre-bankruptcy.
Mr. Ross was charged with the responsibility of operating Harper
and negotiating with its creditors, attempting to formulate on
out-of-court workout and/or restructuring with its creditors, and,
if necessary, prepare Harper for a Chapter 11 reorganization case,
and lead Harper through a Chapter 11 case through plan
confirmation.

Mr. Ross replaced Brady Gros, Harper's Chief Executive Officer,
who resigned his position and the employ of the company.

The Restructuring Engagement Agreement provides for Mr. Ross to be
compensated at the rate of $300 per hour, with a cap of $10,000
for any one week of work, plus actual, reasonable and necessary
out-of-pocket costs and expenses.

Mr. Ross specializes in advising and managing troubled companies,
providing litigation consulting and performing forensic
investigations.  He has over 20 years experience as an auditor,
bankruptcy and turnaround advisor, crisis manager, and forensic
accountant.

Mr. Ross was a partner at Triax Capital Advisors LLC from 2004
through October 2010.  Prior to joining Triax, Mr. Ross was a
senior manager in the business advisory group of Protiviti Inc.,
an international risk consulting firm with over 900 employees.
Previously, Mr. Ross was a manager at Cherpock & Rosenfeld LLP, a
boutique firm specializing in bankruptcy, turnaround, fraud and
litigation support.

Some of Mr. Ross's recent engagements include The Fuller Brush
Company Inc., a $30 million manufacturer of consumer and
commercial household products and custom brushes.  He acted as CRO
of Fuller from December 2011 through its Chapter 11 bankruptcy
filing in early 2012.  He also worked at Agriprocessors, Inc.,
which, at one time, was a $300 million kosher poultry and meat
processor.  Mr. Ross acted as Chief Executive Officer/Chief
Operating Officer and ran the Company on a day to day basis during
its pendency in Chapter 11, as Financial Advisor to the the
Chapter 11 Trustee.  When Mr. Ross took on this role, the Company
was shut down.  Mr. Ross and Triax effectuated the re-start of the
Company, and Mr. Ross oversaw all aspects of the day to day
operations of the Company, including, re-hiring over 600
employees, as well as instituting a corporate insurance program,
providing employee benefits and establishing new credit with
critical vendors.  Mr. Ross also participated in efforts to sell
the Company, and ran the Company for eight months, through the
sale of substantially all assets to a successor company.

Mr. Ross ran the day to day operations of Gaylord Construction
Inc., a $28 million utilities contractor in southeast Iowa.  He
also worked as CRO of Salander O'Reilly Galleries, LLC, one of the
largest art galleries in the world, which filed for Chapter 11
bankruptcy in November 2007.

The Court will hold a hearing on the request on June 14, 2012, at
10:30 a.m.

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq. -- neiman.donald@bradshawlaw.com -- and Jeffrey D. Goetz,
Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., serve as
bankruptcy counsel to the Debtor.


HARPER BRUSH: Wants to Use Cash Collateral for 3 Weeks
------------------------------------------------------
Harper Brush Works, Inc., seeks authority from the Bankruptcy
Court to use cash collateral of its secured lenders on an
emergency basis for 21 days.  Specifically, the Debtor said it
needs access to between $230,000 and $310,000 weekly in Cash
Collateral for the three weeks after the petition date.

The Debtor said it does not anticipate that it will be necessary
to seek final use of cash collateral, because the Debtor is, and
has for several weeks now, been engaged with no less than three
potential, outside third-party lenders, to provide secured, post-
petition Debtor-In-Possession Senior Credit Facility Financing,
that will prime the current Secured Creditors, and that will
provide sufficient postpetition financing to carry the Debtor
through confirmation of a plan of reorganization.  The Debtor also
has been in discussions with and intends to seek approval to
retain investment bankers to assist in bringing permanent
replacement financing to the Debtor.

The Debtor noted that UMB Bank, N.A., and the Iowa Economic
Development Authority hold validly perfected and enforceable liens
on and security interests in, among other things, all of the
Debtor's accounts, inventory, equipment, machinery and general
intangibles (exclusive of certain intellectual property and
titled, wheeled vehicles), and all proceeds.

The Debtor said it is liable to UMB:

     a. pursuant to a Term Promissory Note, Loan #9001, dated
        May 20, 2010, in the principal amount of $1,200,000
        payable in 60 monthly instalments of $22,548 each
        commencing June 20, 2010.  According to UMB, as of
        May 24, 2012, there is due and owing principal of
        $728,765 and interest of $96.16;

     b. pursuant to a Revolving Credit Facility Promissory Note,
        Loan #0100, dated Feb. 9, 2012, in the principal amount
        of $8,000,000 payable on demand.  According to UMB, as
        of May 24, 2012, there is due and owing principal of
        $4,330,995 and interest of $7,736, for a total of
        $4,338,731;

The Debtor believes it is liable to the IEDA for $80,000.

The Debtor proposes to provide adequate protection of the claimed
liens of Secured Lenders to the extent of their claimed interests
in the Cash Collateral, including replacement liens in the same
priority as held.

The Debtor also said there is in excess of $9,000,000 of
Collateral available in the Bankruptcy Estate to oversecure the
claims and liens of the Secured Creditors.

The Debtor said it has been in negotiations with UMB concerning
the Debtor's use of Cash Collateral.  However, the Debtor has not
yet received the consent of UMB.  The Debtor also said its
relationship with UMB had become so acrimonious over the last few
days that UMB took the extraordinary action of seeking, and
receiving, a Temporary Restraining Order against Harper in
Missouri state court at 4:00 p.m. on May 25, knowing full well
Harper was on the verge of, and poised, to file for Chapter 11.

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.  Marc
B. Ross serves as the Debtor's Chief Restructuring Officer.


HARPER BRUSH: Hiring Bradshaw Fowler as Bankruptcy Counsel
----------------------------------------------------------
Harper Brush Works, Inc., filed a formal application to employ
Bradshaw, Fowler, Proctor & Fairgrave, P.C., as bankruptcy
counsel.  Donald F. Neiman, Esq., and Jeffrey D. Goetz, Esq., will
lead the engagement.

The firm received $5,000 on April 9 and $25,000 on May 17.  Under
the parties' Legal Services Agreement, the firm is entitled to a
$50,000 retainer to guaranty payment of the firm's postpetition
services.

Mr. Neiman charges $325 per hour while Mr. Goetz charges $300.
Paralegal rates range from $50 to $125 per hour and associates'
rates range fro $130 to $250 per hour.

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.  Marc
B. Ross serves as the Debtor's Chief Restructuring Officer.


HAWKER BEECHCRAFT: Alvarez & Marsal OK'd as Restructuring Advisors
------------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized Hawker Beechcraft Inc.
and its debtor-affiliates to employ Alvarez & Marsal North
America, LLC, as restructuring advisors effective nunc pro tunc to
the bankruptcy filing date.

As reported in the Troubled Company Reporter on May 17, 2012,
beginning March 24, 2012, the Debtors engaged A&M to provide
restructuring advisory services in preparation for the chapter 11
cases.  The Debtors said they need A&M to, among other things,
assist in evaluation of the Company's current business plan and in
preparation of a revised operating plan and cash flow forecast and
presentation of the plan and forecast to the Company's Board of
Directors and creditors; and in the discussions with and provision
of information to potential investors, secured lenders, official
committees, and the Office of the United States Trustee for the
Southern District of New York.

The Debtors will pay A&M at its hourly rates:

          Managing Director      $650 - $850
          Directors              $450 - $650
          Associates/Analysts    $250 - $450

The Debtors will also provide indemnification to A&M personnel
working in the case.

Prior to the Petition Date, the Debtors remitted a $500,000
retainer to A&M.  Several weeks later, the Debtors remitted an
additional $500,000 retainer.

According to the firm's books and records, during the 90 days
before the commencement of the chapter 11 cases, A&M received
roughly $3 million for professional services performed and
expenses incurred.  The portion of the retainer that remains
unused as of the Petition Date, estimated to be $800,000, will not
be segregated by A&M in a separate account and will be held until
the end of the chapter 11 cases and applied to A&M's finally
approved fees.

Jeffery J. Stegenga, a Managing Director of A&M, attests that the
firm (a) has no connection with the Debtors, their creditors,
other parties in interest, or the attorneys or accountants of any
of the foregoing, or the United States Trustee or any person
employed in the Office of the United States Trustee; (b) does not
hold any interest adverse to the Debtors' estates; and (c) is a
"disinterested person" as defined by section 101(14) of the
Bankruptcy Code.

                     About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization together with 17 affiliates (Bankr. S.D.N.Y.
Lead Case No. 12-11873) on May 3, 2012, having already negotiated
a plan that eliminates $2.5 billion in debt and $125 million of
annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new stock
to holders of $1.83 billion of secured debt, while 18.9% of the
new shares are for unsecured creditors.  The proposal has support
from 68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HAWKER BEECHCRAFT: Committee Opposes Terms of Cash Access
---------------------------------------------------------
The Official Committee of Unsecured Creditors asks the U.S.
Bankruptcy Court for the Southern District of New York to deny
Hawker Beechcraft Inc. and its debtor-affiliates' motion for use
of cash collateral unless the final DIP order or the DIP Credit
Agreement, as appropriate, are revised to address the objections.

According to the Creditors' Committee, the Debtors sought approval
of DIP Financing and a corresponding adequate protection package
that affords the DIP Lenders and the prepetition secured lenders
with certain rights and protections that are inappropriate under
the facts and circumstances of the cases and applicable law.

The DIP Financing provides for Hawker Beechcraft Acquisition
Company, LLC, as borrower, and Hawker Beechcraft, Inc. and certain
guarantors, to obtain up to $300 million on an interim basis, and
$400 million in the aggregate on a final basis, in senior secured
superpriority debtor-in-possession financing from a syndicate of
financial institutions, including Credit Suisse AG, Cayman Islands
Branch.  In connection therewith, the Debtors also seek to use
cash collateral of the Prepetition Lenders.

The Creditors Committee notes that:

   A. the proposed adequate protection is inappropriate given the
      prepetition lenders' apparent undersecured claims;

   B. proceeds of avoidance actions should be preserved for the
      benefit of unsecured creditors;

   C. the Debtors must not be forced to waive their rights under
      Sections 506(c), and 552(b) of the Bankruptcy Code;

   D. certain cross-defaults must be modified to provide the
      Debtors with additional flexibility in these Chapter 11
      cases;

   E. the time permitted for investigating causes of action
      against the prepetition lenders must be increased to allow
      for a thorough investigation; and

   F. the final DIP order must grant the Creditors' Committee
      automatic standing to pursue causes of action related to its
      investigation.

The Creditors Committee requests that certain other benefits
provided to the DIP Lenders and the Prepetition Lenders under the
DIP Financing are stricken or modified as, among other things:

  -- proceeds of Avoidance Actions: The proposed Final DIP Order
provides that the DIP Lenders will receive a lien on the proceeds
of any Avoidance Actions.  In addition, the Final DIP Order
provides that the Prepetition Lenders will receive replacement
liens on the proceeds of Avoidance Actions to the extent of any
diminution in value of the Prepetition Lenders' interest in the
Prepetition Collateral.  Avoidance actions and the proceeds
thereof are not property of the Debtors' estates, but are
statutorily created causes of action for the benefit of unsecured
creditors.  As such, these assets must not be subject to any liens
or claims of the DIP Lenders or the Prepetition Lenders, including
adequate protection liens, superpriority claims or otherwise.  The
Final DIP Order must make clear that neither the DIP Lenders'
liens and claims nor the Prepetition Lenders' adequate protection
liens or superpriority claims can be satisfied from the proceeds
of the Avoidance Actions.

   -- Section 506(c) Waiver:  The proposed Final DIP Order
inappropriately requires the Debtors to waive their right to seek
to surcharge, pursuant to Section 506 of the Bankruptcy Code, any
costs of administration of the chapter 11 cases against the
Collateral.  This provision must be stricken.

   -- Section 552 Waiver: The proposed Final DIP Order
inappropriately requires the Debtors to waive their right to argue
that proceeds, products, offspring or profits acquired by the
Debtors after the Petition Date should not be subject to the liens
under the Prepetition Credit Agreement based on the "equities of
the case" exception under section 552 of the Bankruptcy Code. The
Debtors must not be required to give up this right, especially in
light of the controversy concerning the Disputed Assets.

   -- Events of Default: Pursuant to the DIP Credit Agreement, an
Event of Default constitutes a corresponding event of default
under the Restructuring Support Agreement.  Similarly, an Event of
Default will result under the DIP Credit Agreement if the
Restructuring Support Agreement is no longer in full force and
effect.  These cross-defaults are too broad because, in its
current form, a technical default under the DIP Credit Agreement
could result in a termination of the Restructuring Support
Agreement and an accompanying failure to consummate the Debtors'
proposed plan of reorganization.

                     About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization together with 17 affiliates (Bankr. S.D.N.Y.
Lead Case No. 12-11873) on May 3, 2012, having already negotiated
a plan that eliminates $2.5 billion in debt and $125 million of
annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new stock
to holders of $1.83 billion of secured debt, while 18.9% of the
new shares are for unsecured creditors.  The proposal has support
from 68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HAWKER BEECHCRAFT: Gets Final OK to Pay Critical Vendors Claims
---------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York, in a final order, authorized Hawker
Beechcraft Inc. and its debtor-affiliates to pay, among other
things:

   -- prepetition claims entitled to administrative priority under
      Section 503(b)(9) of the Bankruptcy Code; provided that the
      payments will not exceed $42 million in the aggregate;

   -- Logistics Claims; provided that the payments will not exceed
      $3 million in the aggregate;

   -- prepetition claims of certain foreign creditors; provided
      that the payments will not exceed $26 million in the
      aggregate, provided further that, to the extent practicable,
      the Debtors will use their best efforts to provide the
      official committee of unsecured creditors with at least
      three business days notice and opportunity to object prior
      to making any payments to a Foreign Creditor in excess of
      $1 million; and

   -- critical vendor claims; provided that (i) the payments will
      not exceed $10 million in the aggregate, and (ii) the
      Debtors will keep records of the payments and any payment of
      critical vendor claims will be subject to recovery by the
      Debtors under 11 U.S.C. Section 549(a) if it is subsequently
      determined by the Court that the payment of Critical Vendor
      Claims was inappropriate after a challenge by a party in
      interest; provided further that, to the extent practicable,
      the Debtors will use their best efforts to provide the
      Committee with at least three business days notice and
      opportunity to object prior to making any payments to a
      Critical Vendor in excess of $1 million.

                     About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization together with 17 affiliates (Bankr. S.D.N.Y.
Lead Case No. 12-11873) on May 3, 2012, having already negotiated
a plan that eliminates $2.5 billion in debt and $125 million of
annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new stock
to holders of $1.83 billion of secured debt, while 18.9% of the
new shares are for unsecured creditors.  The proposal has support
from 68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HAWKER BEECHCRAFT: Curtis Mallet-Prevost OK'd as Conflicts Counsel
------------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized Hawker Beechcraft Inc.
and its debtor-affiliates to employ Curtis, Mallet-Prevost, Colt &
Mosle LLP as conflicts counsel, nunc pro tunc to the Petition
Date.

As reported in the Troubled Company Reporter on May 23, 2012,
Curtis Mallet-Prevost is expected to, among other things:

  (a) advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of their businesses and properties;

  (b) attend meetings and negotiate with representatives of
      creditors and other parties in interest;

  (c) take necessary action to protect and preserve the Debtors'
      estates, including prosecuting actions on the Debtors'
      behalf, defending any action commenced against the Debtors
      and representing the Debtors' interests in negotiations
      concerning litigation in which the Debtors are involved,
      including objections to claims filed against the estates;
      and

  (d) prepare motions, applications, answers, orders, appeals,
      reports, and papers necessary to the administration of the
      Debtors' estates.

Curtis Mallet-Prevost will charge the Debtors these hourly rates:

               Partners                     $730 - $830
               Counsel                      $510 - $625
               Associates                   $300 - $590
               Paraprofessionals            $190 - $230
               Managing Clerks                  $450
               Other Support Personnel       $55 - $325

The Debtors also filed an application to retain and employ
Kirkland & Ellis LLP as their lead attorneys in the Chapter 11
cases.  K&E is not aware of any current conflict matters but is
aware of certain potential conflicts of interest.  The Debtors
seek to employ and retain Curtis Mallet-Prevost to handle matters
that are not appropriately handled by K&E or other counsel to the
Debtors, because of actual or potential conflict of interest
issues which may arise or, alternatively, matters which the
Debtors, K&E, or other counsel to the Debtors request be handled
by Curtis Mallet-Prevost.  K&E and Curtis Mallet-Prevost will
coordinate their efforts and function cohesively to ensure that
the legal services provided to the Debtors by each firm are not
duplicative.

Steven J. Reisman, Esq., a member of Curtis Mallet-Prevost,
attests to the Court that the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                     About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization together with 17 affiliates (Bankr. S.D.N.Y.
Lead Case No. 12-11873) on May 3, 2012, having already negotiated
a plan that eliminates $2.5 billion in debt and $125 million of
annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new stock
to holders of $1.83 billion of secured debt, while 18.9% of the
new shares are for unsecured creditors.  The proposal has support
from 68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HAWKER BEECHCRAFT: Perella Weinberg Approved as Financial Advisors
------------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized Hawker Beechcraft Inc.
and its debtor-affiliates to employ Perella Weinberg Partners LP
as investment banker and financial advisors for the Debtors, nunc
pro tunc to the Petition Date.

As reported in the Troubled Company Reporter on May 23, 2012, PWP
is expected to, among other things provide the Debtors:

  (a) general advisory and investment banking services,

  (b) restructuring services, and

  (c) pension-related services.

PWP will be paid:

  (1) an initial prorated monthly fee of $175,000;

  (2) beginning upon the first day of the month following payment
      of the Initial Fee, and the first day of every month
      thereafter during the term of PWP's engagement, an advance
      monthly fee of $175,000 per month;

  (3) upon the completion of any restructuring, a fee of
      $10 million in cash; and

  (4) upon the completion of any sale, a cash fee equal to the
      greater of: (i) $10 million or (ii) .65% of the transaction
      value.

Michael Kramer, a partner at PWP, attests to the Court that the
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                     About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization together with 17 affiliates (Bankr. S.D.N.Y.
Lead Case No. 12-11873) on May 3, 2012, having already negotiated
a plan that eliminates $2.5 billion in debt and $125 million of
annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new stock
to holders of $1.83 billion of secured debt, while 18.9% of the
new shares are for unsecured creditors.  The proposal has support
from 68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HAYDEL PROPERTIES: Has Deal Over Use of Hancock Cash Collateral
---------------------------------------------------------------
Judge Katharine M. Samson of the Bankruptcy Court for the Southern
District of Mississippi approved a stipulation between Haydel
Properties LP and Hancock Bank on the Debtor's use of the cash
collateral held by the bank.

Under the terms of the stipulation, Hancock Bank holds a valid,
properly perfected liens on the funds remaining in the Debtor's
checking account at Hancock Bank in the amount of $5,000 and on
unimproved real property located in Harrison county, Miss.

The parties agree that property taxes on the real estate are
delinquent in the amount of $4,694.01.  The parties agree that the
funds remaining in the checking account should be used to pay the
property taxes current and to apply the remaining amount in the
account to the principal balance due on the loan on which the
payoff as of March 22, 2012, was $104,699.97.

                     About Haydel Properties

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  Christy Pickering serves as accountant.  The Debtor
disclosed $11.7 million in assets and $7.24 million in liabilities
as of the Chapter 11 filing.  The petition was signed by Michael
D. Haydel, manager of general partner.


HEARTHSTONE HOMES: Court OKs $178,000 Protective Advances by ARE
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska authorized
ARE Enterprises, LLC, to extend credit under a loan agreement to
fund protective advances to the subcontractors and suppliers
working on the homes in an amount of $157,494 and authorized the
further extension of credit by ARE to make additional protective
advances of $20,072 for the completion of the homes.  The order
came upon the request of Randel C. Lewis, the Chapter 11 trustee
and ARE.

The Debtor's principal business has been the purchase, development
and sale of residential real property for 40 years.

ARE entered into a loan agreement with the Debtor dated June 30,
2011, in which it agreed to provide a line of credit up to
$1.4 million to be utilized by the Debtor to acquire lots, build
home on the lot, pay all contractors and suppliers and closing
costs, and sell the home to the buyer who contracted for the
purchase of the home under a purchase agreement entered into on or
before the home was constructed, which is referred to as Pre-Sold
home.  The line of credit was increased to $1.8 million pursuant
to a First Amendment to Loan Agreement andd First Amendment to
Promissory Note dated Oct. 7, 2011.

On Feb. 24, 2012, there was due and owing to ARE for advances and
interest under the Loan Agreement and Note the sum of $929,926,
which at that time was secured by Deeds of Trust and Construction
Security Agreements against the real property of the Debtor.  In
order to close the homes with the buyers, ARE made protective
advances under the Loan Agreement and Deeds of Trust amounting to
$157,494 through payments to subcontractors performing services to
complete the same.  As a result of the protective advances, five
homes have been closed post-bankruptcy with the proceeds being
held in escrow pursuant to the Court's order.

                     About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

Nancy J. Gargula, the U.S. Trustee for Region 13, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Hearthstone Homes.


HEARTHSTONE HOMES: Trustee Wants to Borrow $365,000
---------------------------------------------------
Randel C. Lewis, the Chapter 11 Trustee for Hearthstone Homes,
Inc., and secured creditor Wells Fargo Bank, N.A. ask the
Bankruptcy Court to authorize the trustee to obtain secured
superpriority postpetition financing from Wells Fargo to finance
the Trustee's out-of-pocket expenses, his attorney's and
professionals' fees, and the Trustee's overhead expenses operating
the estate, secured by a lien on all estate property and claims
not subject to liens, and by a senior lien on all estate property
that is subject to a lien.

The Trustee has negotiated a purchase agreement with Legacy Homes
Omaha, LLC, for the Debtor's houses that are in various stages of
construction, among other assets, and is in the process of
obtaining approval from the Court for bidding procedures to
further maximize the value of the assets subject to that purchase
agreement requesting that the purchase price be treated as the
highest and best offer to date for the sale assets and that the
purchase price be treated as the stalking horse bid for the sale
assets.  This is taking time and expense of the Trustee and his
attorneys.

Upon initial investigation of Debtor's pre-petition transactions,
the Trustee and Wells Fargo believe there may be viable preference
and avoidance claims that should be investigated further and
potentially be in the best interest of the estate to be pursued.

If it becomes necessary for the Trustee to complete one or more of
the houses, that completion will in part require time of the
Trustee and professionals and employees retained by the Trustee
and other general overhead expenses.  Credit facilities for the
actual construction costs of the houses that have Wells Fargo-
financed lots, if required, would be the subject of a separate
future motion and separate credit facility.

The Trustee estimates that it will require approximately $365,000
through August 2012.

                      About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

Nancy J. Gargula, the U.S. Trustee for Region 13, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Hearthstone Homes.


HEARTHSTONE HOMES: Ordered to Surrender Properties to Model
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska lifted the
automatic stay and directed Hearthstone Homes, Inc., to
immediately surrender nonresidential real property to Model
Investments, LLC.  The order came upon the request of Model.

Model is the lessor and a creditor of the Debtor under a lease
agreement dated Oct. 22, 2008, entered into by Model and the
Debtor whereby the Debtor leased from Model certain model homes
owned by Model for use by the Debtor in its sales and promotion of
home sales.  The real property subject to the lease consists of 20
properties.  The properties are not utilized as residential real
estate and are used solely for the advertising and promotion of
homes sales by the Debtor.

There are pre-petition and post-petition material defaults by the
Debtor that exist under the lease which have not been cured, which
defaults include:

   (a) Failure to pay the rent under the lease agreement for the
       partial month of January, 2012, and all of February, 2012,
       in the amount of $28,161, association dues in the amount of
       $3,180, and additional rental accruing March 1, 2012.

   (b) Failure to provide evidence that the utilities and
       insurance which are obligations of the Debtor have been
       paid.  Tax payments for January and February are behind in
       the amount of $10,208, will become deliquent on the
       properties beginning April 1, 2012, and no assurance of
       payment has been provided.

   (c) Failure to properly secure the properties.

   (d) The Debtor is in possession of the properties and continues
       to utilize the properties which are the subject of the
       lease in the course of its business but has failed to pay
       the rent and if the utilities and insurance are not timely
       paid there exists the probability of substantial harm,
       damage and possible loss of property.  If the properties
       are not properly heated, insured and maintained, and the
       real estate taxes paid, the properties can lose significant
       value.

   (e) That the Debtor has not offered to protect Model's interest
       in the lease.

                      About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

Nancy J. Gargula, the U.S. Trustee for Region 13, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Hearthstone Homes.


HEARTHSTONE HOMES: Court Allows Dixon to Recommence Audit
---------------------------------------------------------
Randel C. Lewis, the Chapter 11 Trustee, and Wells Fargo Bank,
National Association, secured creditor, stipulate that Wells Fargo
be allowed relief from automatic stay provisions of Section 362 of
the Bankruptcy Code, to allow Dixon Hughes to recommence and
perform a financial audit of Hearthstone Homes, Inc.  The Court
approved the Stipulation.

Prior to the Petition Date, Croker, Huck, Kasher, DeWitt, Anderson
& Gonderinger, LLC, as attorneys for and for the benefit Wells
Fargo, had retained Dixon Hughes Goodman, LLP, certified public
accountants to conduct an independent forensic audit of the Debtor
as Wells Fargo is authorized to do pursuant to its loan and
security agreements with the Debtor.  Dixon Hughes had commenced
requesting documentation from the Debtor prior to the filing of
the petition.  After the Petition Date Wells Fargo halted the
audit.

The Trustee consents that relief from the automatic stay may be
granted to Wells Fargo to have Dixon Hughes recommence and perform
the audit, on condition that Wells Fargo share any report prepared
by Dixon Hughes with the Trustee.  The Trustee agrees that if it
receives a copy of the report and the recover funds for the
estate, Wells Fargo's cost of the report will be paid to Wells
Fargo from any those funds recovered.  Wells Fargo agrees to that
condition.

                      About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

Nancy J. Gargula, the U.S. Trustee for Region 13, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Hearthstone Homes.


INTERGEN NV: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on InterGen N.V. and its 'BB-' rating on the
company's $1.745 billion multicurrency senior secured term notes
(due June and December 2017) and $800 million ($409 million
outstanding as of Dec. 31, 2011) senior secured term loan B
facility. "At the same time, we revised the outlook to negative
from stable. The recovery rating of '3' is unchanged," S&P said.

"The outlook change reflects our views of lower spark spreads in
InterGen's major markets, which will further squeeze margins. It
also reflects the contract-renewal risk present in the next one to
two years," S&P said.

"InterGen is an open-end portfolio of beneficial interests in 12
operating electricity generation assets and a compression
station/pipeline with 6,312 net megawatts (MW) of capacity in five
countries. The company is jointly owned 50% each by China Huaneng
Group and Ontario Teachers' Pension Plan (OTPP)," S&P said.

"Several planned and unplanned outages and declining spark spreads
in major markets have caused the DSCR over the last year to drop
to 1.73x for 2011," S&P said.

"If spark spreads continue to drop, we expect margins and
consequently the DSCR to go down further," said Standard & Poor's
credit analyst Theodore Dewitt.

"There is also a near-term risk of contract renewals in 2013 and
2014. Forced outages or unfavorable market conditions that cause
DSCRs to go below 1.50x will likely result in lower ratings. While
strained margins, especially over the next two years, limit upside
potential, consistent coverages above 1.8x could lead to a higher
rating," S&P said.


INTERNATIONAL TEXTILE: Techcombank Takes Hold of ITG-PP's Assets
----------------------------------------------------------------
ITG-Phong Phu Ltd., Co., a majority?owned Vietnamese subsidiary of
International Textile Group, Inc., on May 25, 2012, entered into
an enforcement agreement with Vietnam Technological Commercial
Joint Stock Bank, pursuant to which Techcombank has taken
possession of the Security Assets.  The Enforcement Agreement
provides, among other things, that Techcombank has the power to
conduct a sale of the Security Assets within 60 to 90 days after
the date of the Enforcement Agreement and within other specified
intervals thereafter, if necessary; and that the agreed upon
minimum selling price for the Security Assets is $40.0 million,
subject to certain reductions.

In October 2007, ITG-PP entered into a seven year, $22.3 million
term loan agreement with Techcombank.  ITG-PP is also party to a
credit line agreement with Techcombank to provide short-term
working capital loans upon request.  The ITG-PP term loan provides
that outstanding amounts are to be repaid in equal quarterly
installments of $1.1 million, which began in February 2010.

In connection with the December 2011 determination by the ITG-PP
board of directors to idle ITG-PP, ITG-PP did not make the
required ITG-PP Term Loan repayment in February 2012.  As a
result, on March 10, 2012, Techcombank sent ITG-PP notice of an
event of default declaring all outstanding principal and accrued
interest under the ITG-PP Term Loan and short-term credit line
agreement immediately due and payable.  Pursuant to a security
agreement entered into in connection with the ITG-PP Term Loan,
this notice also gave Techcombank the right to, among other
things, take possession and dispose of all of ITG-PP's assets
which secured such indebtedness, which constitute all of ITG-PP's
assets other than certain equipment leased by ITG-PP from the
minority partner of the ITG-PP joint venture.

As of April 30, 2012, $20.6 million was outstanding under the ITG-
PP Term Loan and short-term credit line agreement, including
accrued interest.  These loans are non-recourse to ITG or any
other subsidiary of the Company.

The ITG parent company has related party loans outstanding to ITG-
PP of approximately $35.5 million as of April 30, 2012, including
accrued interest, of which $21.6 million is collateralized by the
assets of ITG-PP on a junior basis according to the Enforcement
Agreement.

In addition, ITG-PP is party to a lease agreement for the Kusters
Equipment that extends through June 2014.  The Company has
recorded this lease as a capital lease with a net book value of
$7.8 million as of April 30, 2012.  Through April 30, 2012, ITG-PP
had not made $5.2 million of scheduled principal payments on this
capital lease obligation, which constitutes an event of default
under the capital lease agreement.  The capital lease obligation
is non-recourse to ITG or any other subsidiary of the Company.

As of April 30, 2012, the Security Assets had a net book value of
approximately $30.0 million.  Assuming an orderly disposition, the
Company has estimated that the fair value of the Security Assets,
net of selling costs, will be sufficient to satisfy (i) the
Techcombank obligations described above, (ii) any costs, taxes and
fees related to the sale, and (iii) a portion of the related party
loans payable to ITG, although there can be no assurances in this
regard.

The Security Assets and the Kusters Equipment support the entire
business operations of ITG-PP.  As a result of the execution of
the Enforcement Agreement and the default under the lease
agreement relating to the Kusters Equipment, the Company expects
that it will not regain control of those assets and that the loss
of control of the ITG-PP assets is, therefore, not temporary.
Consequently, ITG has deconsolidated ITG-PP as of May 25, 2012.
Accordingly, the financial position, results of operations and
cash flows of ITG-PP will not be included in the Company?s
consolidated financial statements subsequent to May 25, 2012.

The Company expects to record a loss on deconsolidation of ITG-PP
in the quarter ending June 30, 2012.  As a result of the
significant uncertainties surrounding ITG-PP, the amount of the
loss on deconsolidation, including other costs related thereto,
cannot be estimated at this time.

                   About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.

The Company reported a net loss of $69.43 million in 2011,
compared with a net loss of $46.30 million in 2010.

The Company's balance sheet at March31, 2012, showed $432.77
million in total assets, $630.60 million in total liabilities and
a $197.82 million total stockholders' deficit.


INVENTIV HEALTH: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Burlington, Mass.-based contract research organization
(CRO) inVentiv Health Inc. to 'B-' from 'B'. The outlook is
negative.

"These actions result from weaker-than-expected operating results
and inVentiv's use of the revolver to fund two recent
acquisitions, leading to lower liquidity," said Standard & Poor's
credit analyst Shannan Murphy. "Based on year-to-date performance
and the ongoing restructuring of the business, we expect 2012 free
cash flow to be negative."

"We lowered the issue-level rating on inVentiv's senior secured
debt to 'B+' (two notches above the corporate credit rating) from
'BB-'. The recovery rating is '1', indicating our expectation of
very high (90% to 100%) recovery in the event of a payment
default. We also lowered the issue-level rating on the company's
senior unsecured debt to 'CCC' (two notches below the corporate
credit rating) from 'CCC+'. It has a '6' recovery rating,
indicating our expectation for negligible (0% to 10%) recovery in
the event of a payment default," S&P said.

"Our rating on inVentiv reflects the company's 'highly leveraged'
financial risk profile and 'weak' business risk profile, according
to our criteria. The highly leveraged financial risk profile is
dominated by adjusted leverage that we expect to remain above 7x
for the next two years and tight liquidity. The weak business risk
profile reflects inVentiv's need to quickly integrate several
recent acquisitions and the improving--but still uncertain--
environment for outsourced pharmaceutical services," S&P said.

"Our negative rating outlook on inVentiv reflects our expectation
that low-single-digit organic revenue growth will be insufficient
to reduce leverage meaningfully from current levels, even with our
base-case expectation of improvement in EBITDA margin. Unless the
company can quickly execute its restructuring plans, covenants
will be very tight in 2013, which could further constrain
liquidity," S&P said.

"We could consider an outlook revision to stable if inVentiv
improves its margins through its ongoing restructuring activities,
leading to an EBITDA margin that lowers leverage and aids the
covenant cushions. This would require inVentiv to expand EBITDA
margins to the mid-teens," S&P said.

"We could lower our rating if liquidity tightens further. This
could happen if the CRO industry experiences another downturn that
hurts inVentiv's revenues and EBITDA, causing us to question its
ability to pay down its considerable debt burden," S&P said.


K5 GLOBAL: AID Fails in Bid to Transfer Case to N.D. Texas
----------------------------------------------------------
Judge Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana denied the request of Associates in
Development to transfer the Chapter 11 case of K5 Global, Inc., to
the Bankruptcy Court for the Northern District of Texas.

AID also sought to convert the Chapter 11 case to a case under
Chapter 7.  The Court granted AID's motion to convert following a
hearing on May 3, 2012, but took AID's Motion to Transfer under
advisement.

Lake Charles, Louisiana-based K5 Global Inc. was a civilian
contractor operating in Afghanistan and Iraq.  Its assets in
Afghanistan included an asphalt and concrete plant -- Batch Plant
-- and barracks -- Camp Raven -- in Kandahar, Afghanistan.  K5
Global ultimately ceased operations in Afghanistan when it was
unable to pay its sub-contractors.  The Debtor filed for Chapter
11 petition bankruptcy (Bankr. W.D. La. Case No. 11-20393) on
April 18, 2011.

Judge Robert Summerhays presides over the case.  Wade N. Kelly,
Esq., at Robichaux, Mize, Wadsack & Richardson, LLC, serves as the
Debtor's counsel.  In its petition, K5 estimated $1 million to
$10 million in assets and $1 million to $10 million in debts.  The
petition was signed by Sarah H. Lee, director.

On June 20, 2011, a related entity, Bennett & Fouch Associates,
LLC, filed for relief under Chapter 7 (Bankr. N.D. Tex. Case No.
11-34421).  The majority owner of K5 Global, Sarah Lee, was also
an employee and officer of B & F.  Moreover, B & F purportedly
owns an interest in the Batch Plant and Camp Raven.  Both debtors
share common creditors, including unpaid sub-contractors.
However, K5 Global's largest creditor, Stallion Construction, is
not a creditor in the B & F bankruptcy case.

AID seeks to transfer the case to Texas pursuant to 28 U.S.C.
Sec. 1412 and Rule 1014(a)(1) of the Federal Rules of Bankruptcy
Procedure so that the case may be jointly administered with
B & F's bankruptcy case.  AID contends that joint administration
of the B & F and K5 Global cases would promote the economical
administration of the debtors' estates.  While AID acknowledges
that a separate trustee may have to be appointed for K5 Global's
estate, it contends that having both cases before the same judge
will simplify the administration of the cases by allowing the
parties to coordinate hearing dates for disputes over the debtors'
jointly owned property and ensuring uniform rulings on those
disputes by having the disputes decided by one judge.

K5 Global as well as the U.S. Trustee's Office for District Five
opposed the transfer on the grounds that the cases could not be
administered by a single trustee and that K5 Global's case is the
first-filed case.  K5 Global's largest creditor, Stallion
Construction, also opposes transfer.

In denying the Motion to Transfer, the Court held that the
location of jointly-owned assets and relevant documents does not
favor one district over another.  Second, as far as the
convenience of parties and witnesses, K5 Global's largest
creditor, Stallion Construction, is not a creditor of B & F's
bankruptcy estate.  Although Stallion Construction is not located
in the Western District of Louisiana, it has made arrangements for
representation in the Western District.  Stallion points out that
K5 Global's case may involve unique claims litigation.
Furthermore, K5 Global's principal, Sarah Lee, is located in the
Western District of Louisiana. Ms. Lee will likely be a key
witness in both cases. Third, with respect to AID's judicial
efficiency argument, the docket sheets for the B&F case and the K5
Global case show no motions or other proceedings requesting either
court to resolve any disputes over the joint ownership of the
Batch Plant and Camp Raven.  The transfer of the entire K5 Global
bankruptcy case to the Northern District of Texas based on
potential litigation over jointly-owned assets is premature.

A copy of the Court's June 1, 2012 Memorandum Ruling is available
at http://is.gd/JHhsMDfrom Leagle.com.


LACK'S STORES: Plan of Reorganization Declared Effective
--------------------------------------------------------
Lack's Stores Incorporated, et al. , notified the U.S. Bankruptcy
Court for the Southern District of Texas that the Effective Date
of their First Amended Joint Plan of Reorganization, modified as
of Feb. 8, 2012, occurred on June 1, 2012.

As reported in the Troubled Company Reporter on April 11, 2012,
the Hon. Jeff Bohm of in an April 3 hearing, confirmed the First
Amended Plan.  The Plan is designed to accomplish three primary
objectives:

   (1) the collection of Lack's Customer Notes portfolio in the
       ordinary course of business;

   (2) the sale of remaining real and personal property that is
       not necessary to the continued collection of Customer
       Notes; and

   (3) the use of proceeds from collection of Customer Notes and
       sales of the Debtors' other remaining assets to satisfy
       Claims in accordance with the Plan.

                       About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 10-60149) on Nov. 16, 2010 .  Katherine D.
Grissel, Esq., Michaela Christine Crocker, Esq., and Richard H.
London, Esq., at Vinson & Elkins LLP, assist the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $100 million to $500 million.

Affiliates Lack Properties, Inc., Lack's Furniture Centers, Inc.,
and Merchandise Acceptance Corporation filed separate Chapter 11
petitions.


LEE ENTERPRISES: Berkshire Hathaway Reports 3% Stake
----------------------------------------------------
Erik Holm, writing for Dow Jones Newswires, reports billionaire
investor Warren Buffett's Berkshire Hathaway Inc. disclosed a 3%
stake in Lee Enterprises Inc., after the Securities and Exchange
Commission rejected the company's proposal to have its investment
treated as confidential.

According to the report, Berkshire said in a regulatory filing
that it held about 1.66 million shares of Lee Enterprises as of
March 31.  Berkshire said the filing doesn't say why the SEC
denied the request for the so-called confidential treatment, which
the agency sometimes grants to major investors as they build or
dismantle large positions.

The report says a SEC representative declined to comment.

The Wall Street Journal reported in April that Berkshire had
purchased $85 million in Lee Enterprises loans that were slated to
be exchanged into junior debt and equity as part of the company's
bankruptcy proceedings.

                       About Lee Enterprises

Lee Enterprises, Incorporated, headquartered in Davenport, Iowa,
publishes the St. Louis Post Dispatch and the Arizona Daily Star
along with more than 40 other daily newspapers and about 300
weekly newspapers and specialty publications in 23 states.
Revenue for the 12 months ended December 2010 was $780 million.
The Company has 6,200 employees, with 4,650 working full-time.

Lee Enterprises and certain of its affiliates filed for Chapter 11
(Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a
prepackaged plan of reorganization.  The Debtor selected Sidley
Austin LLP as its general reorganization and bankruptcy counsel,
and Young Conaway Stargatt & Taylor LLP as co-counsel; The
Blackstone Group as Financial and Asset Management Consultant; and
The Debtor disclosed total assets of $1.15 billion and total
liabilities of $1.25 billion at Sept. 25, 2011.

Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition
Agent, is represented in the Debtors' cases by Sandeep "Sandy"
Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher &
Bartlett LLP.

Certain Holders of Prepetition Credit Agreement Claims, Goldman
Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master
Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and
Blackwell Partners, LLC have committed to acquire up to a maximum
amount of $166.25 million of loans under a New Second Lien Term
Loan Facility pursuant to the Reorganization Plan.  This
commitment also includes the potential payment of up to $10
million as backstop cash to Reorganized Lee Enterprises to acquire
the loans.  The Initial Backstop Lenders are represented by
Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed,
Hadley & McCloy LLP.

On Jan. 23, 2012, Lee Enterprises, et al., won confirmation of a
second version of their prepackaged Chapter 11 plan of
reorganization.

Lee Enterprises Inc. declared its prepackaged plan of
reorganization effective on Jan. 30, 2012.


LEHMAN BROTHERS: Paulson, Geithner Testify in $8.6-Bil. Suit
------------------------------------------------------------
Former Treasury Secretary Henry Paulson and Timothy Geithner,
ex-president of the Federal Reserve Bank of New York, provided
written testimony in the $8.6 billion lawsuit where Lehman
Brothers Holdings Inc. alleges that JPMorgan Chase & Co. "abused
the power of its position to improperly extract billions in
incremental collateral and other concessions" before Lehman's
bankruptcy in September 2008, Bill Rochelle of Bloomberg News
reported.

In his written testimony, Mr. Paulson said he and others from the
Treasury Department on several occasions told the press that the
government wouldn't provide loans to facilitate a sale of Lehman
to avert bankruptcy.  But Mr. Geithner, now Treasury Secretary,
denied that he or anyone from the Federal Reserve spoke with the
press to deliver the same message.

Parts of Mr. Geithner's testimony may prove useful for New York-
based JPMorgan, according to Mr. Rochelle.  Mr. Rochelle said Mr.
Geithner said he thought that "JPMorgan's particular collateral
requests were immaterial to the fate of Lehman."

On the question of whether JPMorgan precipitated Lehman's failure
by making margin calls, Mr. Geithner, according to Bloomberg, said
that "irrespective of the actions of individual counterparties, I
believed that Lehman was running out of time to raise capital or
find a buyer."

Mr. Geither also related that during the week preceding the Lehman
bankruptcy, there "were classic symptoms of financial panic."  He
recounted how Richard Fuld, Lehman's chief executive officer at
the time, said during the week of Sept. 8 that "there seemed to be
little interest in anyone acquiring Lehman."

Mr. Paulson related in his testimony how he authorized Treasury
officials to speak off the record with the press to say there
would be no government loan to bail out Lehman.  He said he
believed the private sector would only arrange a solution for
Lehman "if we emphasized publicly that government money was not
available," Bloomberg related.  On Sept. 12, three days before
Lehman filed for bankruptcy, the Treasury, Bloomberg noted,
succeeded in having the Washington Post run a story saying there
wouldn't be a government-financed bailout.

The case is Securities Investor Protection Corp. v. Lehman
Brothers Inc., Adv. Proc. No. 08-01420 (Bankr. S.D.N.Y.).

                     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.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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 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.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               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 215/945-700)


LEHMAN BROTHERS: SEC Won't Recommend Enforcement Action
-------------------------------------------------------
The U.S. Securities and Exchange Commission concluded its
investigation of possible financial fraud at Lehman Brothers
Holdings Inc. without recommending enforcement action against the
company or its former executives, Bloomberg News reported, citing
an internal agency memo as its source.

Under a heading reading "Activity in the Last Four Weeks," the
undated document reads, "The staff has concluded its investigation
and determined that charges will likely not be recommended."

Lawmakers and investors have pressed the agency for more than
three years to determine whether Lehman misrepresented its
financial health before filing for bankruptcy protection in 2008.

Last year, SEC officials grew increasingly doubtful that they
could prove that Lehman violated U.S. laws by using an accounting
maneuver to move as much as $50 billion in assets off its balance
sheet, which made it appear that the company had reduced its debt
levels.

                     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.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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 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.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               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 215/945-700)


LIFECARE HOLDINGS: Moody's Cuts CFR to 'Caa3'; Outlook Negative
---------------------------------------------------------------
Moody's downgraded LifeCare Holdings, Inc.'s corporate family
rating to Caa3 and probability of default rating to Ca.
Concurrently, the sr. subordinated notes rating was downgraded to
C and the speculative grade liquidity ("SGL") rating was lowered
to SGL-4. The ratings outlook is negative.

The downgrade of the corporate family rating to Caa3 reflects
heightened refinancing risk, an untenable capital structure, and
interest burden that is not covered by cash flows generated from
the company's ongoing operations. Moody's believes LifeCare will
need to address its entire capital structure in the next twelve
months which is reflected in the Ca probability of default rating.

The following rating actions were taken:

Corporate family rating, downgraded to Caa3 from Caa1;

Probability of default rating, downgraded to Ca from Caa1;

$119 million sr. subordinated notes, due August 2013, downgraded
to C (LGD5, 75%) from Caa3 (LGD6, 90%);

Speculative grade liquidity rating, downgraded to SGL-4 from
SGL-3.

Ratings Rationale:

The Caa3 corporate family rating reflects substantial refunding
risk as the company's entire $466 million debt capital structure
could come due in May 2013 if the $119 million of senior
subordinated notes are not refinanced, purchased or defeased by
that time. LifeCare's term loan and revolving credit facility with
maturity dates of 2016 and 2015, respectively, would spring to May
2013. The highly leveraged capital structure combined with the
inability to cover total interest obligations from cash flow have
lead to an untenable capital structure. The Caa3 corporate family
rating also considers LifeCare's absolute scale and size that are
moderate when compared to some of its competitors (e.g., Select
Medical Holdings Corporation). LifeCare also has substantial
reliance on the specialty hospital segment that results in a 65%
Medicare revenue concentration. The rating favorably reflects the
company's competitive position in local markets that has resulted
in increasing same store admissions and revenues as well as
competitive EBITDA margins due to acuity mix.

The negative outlook reflects the uncertainty around the company's
capital structure.

The ratings could be downgraded if LifeCare is not able to resolve
the issues surrounding its debt capital structure.

The ratings could be upgraded if LifeCare is able to reduce its
debt levels with no near term maturities such that debt-to-EBITDA
is sustained below 6 times, interest coverage above 1.5 times, and
free cash flow to debt above 5%.

The principal methodology used in rating LifeCare was the Global
Healthcare Service Providers Industry Methodology published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Headquartered in Plano, TX, LifeCare operates 27 long-term acute
care hospitals in ten states. The company's facilities include
eight "hospital within a hospital" facilities ("HWH") and 19 free-
standing facilities. In addition, the company holds a 50%
investment in a joint venture for a long-term care hospital.
LifeCare reported revenues of $447 million for the twelve months
ended March 31, 2012. LifeCare is owned by Carlyle.


LODGENET INTERACTIVE: Long-Time CEO S. Peterson Departs
-------------------------------------------------------
LodgeNet Interactive Corporation announced changes to its board
and management.

The Company said Scott C. Petersen, its long-time President and
CEO, will be departing his executive position with the Company,
effective June 15, 2012.   Mr. Petersen will continue as a member
of the LodgeNet Board of Directors, a position he has held since
1991.  The Company also announced that Phillip Spencer, a LodgeNet
Board Member since February 2012, has been appointed interim
President and CEO of the Company.  Mr. Spencer is CEO and a member
of the board of directors of Windjammer Communication, LLC, a
cable television and communications company based in Overland
Park, Kansas.  The Company has commenced a search for Mr.
Petersen's replacement.

"The Company has made significant strides during the past several
years in a challenging economic environment by diversifying its
revenues, designing and launching its Envision cloud-connected
platform, developing a critically acclaimed mobile app, and
developing an innovative new advertising platform," said R.
Douglas Bradbury, LodgeNet's Chairman of the Board.  "With Mr.
Petersen's departure as CEO, the Board will seek a new chief
executive with the experience and proven leadership qualities to
drive and accelerate the growth of the Company.  On behalf of the
Board, I want to thank Mr. Petersen for his numerous contributions
since 1987 as an executive officer of the Company.  I look forward
to his continued contributions as a member of our Board, and wish
him well as he moves on to new opportunities."

"I have been honored to be part of the LodgeNet growth story over
the past twenty-five years," said Mr. Petersen.  "The Company has
a highly unique and strategically valuable position within the
hospitality and healthcare industries, and I look forward to
contributing to its future growth as a member of its Board of
Directors.  On a personal level, I am energized to be in a
position to consider new and diverse opportunities to apply my
interests and talents."

LodgeNet also announced the appointment of Thomas N. Matlack, CFA,
as an independent Director of the Company.  Mr. Matlack is a
private investor who has led several venture investments in the
areas of media and technology, including Art Technology Group, The
Ladders, and Telephia.

Matlack was previously the founder and Managing Partner of
Megunticook Management, a venture capital firm that started more
than 30 companies.  Prior to Megunticook, Matlack was Chief
Financial Officer of The Providence Journal Company.  Matlack
currently sits on the boards of Game Empire Enterprises, Good Men
Media, and Seismic Games.  He is a graduate of Wesleyan University
(BA) and Yale University (MBA).

"We are very pleased to welcome Tom to the LodgeNet Board of
Directors," said Mr. Bradbury.  "With an extensive background in
technology and new media, we look forward to Tom's contributions."

The appointment of Mr. Matlack was the result of the process set
forth in the agreement between the Company and Mast Capital
Management, LLC, dated Feb. 28, 2012.  Mr. Spencer was also
originally appointed to the LodgeNet Board of Directors in 2012
pursuant to this agreement.

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at March 31, 2012, showed
$388.41 million in total assets, $442.16 million in total
liabilities and a $53.75 million total stockholders' deficiency.

                           *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LODGENET INTERACTIVE: M. Abbott & D. Bradbury Named to Board
------------------------------------------------------------
Lodgenet Interactive Corporation held its 2012 annual meeting on
May 31, 2012.  At the meeting, Marty Abbott and Douglas R.
Bradbury were elected as directors.  The Amendment of the 2003
Stock Option and Incentive Plan to increase the number of shares
authorized for issuance under the 2003 Stock Option and Incentive
Plan by 900,000 shares was ratified.  The appointment of
PricewaterhouseCoopers LLP as LodgeNet's independent registered
public accounting firm for the fiscal year ending Dec. 31, 2012,
was ratified.  Moreover, executive compensation was approved with
an advisory vote.

                   About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at March 31, 2012, showed
$388.41 million in total assets, $442.16 million in total
liabilities and a $53.75 million total stockholders' deficiency.

                           *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


MARIANA RETIREMENT FUND: State to Look Into Attorneys' Fees
-----------------------------------------------------------
Marianas Variety reports that, with the bankruptcy judge arriving
at a decision last week to dismiss the Northern Mariana Islands
Retirement Fund's Chapter 11 petition, the CNMI government will
now look into the claimed attorney's fees.

According to the report, Attorney General Edward T. Buckingham
said, "The commonwealth will review claimed attorney fees and seek
to take a reasonable, balanced position that reflects the most
critical priority -- preservation of resources for the benefit of
current and future retirees.  He told Variety that the government
is concerned that attorney fees, "if awarded, will come from funds
otherwise used to benefit current retirees and those defined
benefit members currently contributing to the fund."

The report relates Mr. Buckingham said there is a need for
additional information -- how much money for attorney fees is
claimed, and what work is claimed as eligible for payment from the
Retirement Fund, among other things.  Mr. Buckingham said, "On the
one hand, the commonwealth respects that attorneys should be
fairly compensated for appropriate work; on the other hand, the
fact that the Retirement Fund is not a "person" within the meaning
of bankruptcy provisions seems to be understood by virtually all
knowledgeable about the case."

According to the report, last week, several attorneys attended the
hearing on the Motions to Dismiss, including Jeremy Coffey, for
Brown Rudnick LLC, for the Fund; Robert T. Torres, CPA; Juan T.
Lizama, for client Esteven King; Margery Bronster, Stephen
Woodruff, and Bruce Jorgensen (via telephone), for Jane Roe and
John Doe claimants; Don Jeffrey Gelber and Colin Thompson,
creditors committee; Gilbert Birnbrich and Teresita Sablan, CNMI
government; and Braddock Huesman, Retirement Fund counsel.

As reported by the Troubled Company Reporter, several parties in
interest called for the dismissal of the case.  These include two
unnamed clients of lawyer Bruce Jorgensen, the office of the
United States Trustee, the CNMI government and the Commonwealth
Ports Authority, the creditors committee, and two retirees and
members of the NMI Retirement Fund.  A hearing was held June 1 on
the Motions to Dismiss.

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

An official committee of unsecured creditors, consisting of Fund
members, has been appointed in the case.


MEDICAL CARD: Moody's Cuts Senior Secured Debt Rating to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service has downgraded Medical Card System,
Inc.'s senior secured debt rating to Caa3 from Caa1 following a
review of the company's 2011 statutory financial statements and
because of concern about the company's delay in filing audited
2011 GAAP financial statements. MCS's corporate family rating was
also downgraded to Caa3 from Caa1, and the insurance financial
strength (IFS) rating of the company's operating subsidiary, MCS
Advantage, Inc., was lowered to B3 from B1. All the ratings remain
under review for further downgrade.

Ratings Rationale

Moody's said that the downgrade and review for further downgrade
continues the review initiated on December 20, 2011 when MCS's
ratings were downgraded and placed on review for further downgrade
as a result of a combination of financial and operational problems
at MCS. The primary drivers of the latest downgrade are the
expectation of a higher severity of loss should a default occur,
driven by the continuation of deteriorating financial performance,
and the potential of a loss of membership as a result of
reputational damage and/or legal findings against the company that
could lead to substantial fines or penalties.

According to the rating agency, as of June 1, 2012 MCS has not
filed its audited 2011 GAAP financial statements. However, the
company has reported weak full year 2011 statutory results: a
consolidated net loss for 2011 of $21.6 million, and the company's
consolidated Risk Base Capital (RBC) ratio has declined to 54% of
company action level (CAL) as of year-end 2011--a low level of
capital adequacy--from 97% CAL at December 31, 2010.

As noted by the rating agency in its press release of December 20,
2011, due to significantly lower earnings of MCS in the third
quarter of 2011, there was a high probability that the company
would not meet certain financial covenants in its bank credit
facility at the end of the fourth quarter 2011. A breach of these
covenants could prompt lenders to force an acceleration of
repayment of the outstanding loan amount. Furthermore, as a result
of the poor statutory results reported by the company for the
fourth quarter of 2011, the rating agency stated that there is an
increased likelihood of a covenant breach. The company is
currently operating under a waiver granted by its bank lenders
with respect to the delay in the release of audited financial
statements that expires June 29th.

Moody's added that there are also continued concerns regarding an
ongoing federal investigation of the company. While no charges
have been made against the company, the concern is that this could
result in the federal authorities placing operational constraints
and/or assessing fines/penalties, which would have negative
financial implications for the company.

Moody's said its review for further downgrade will focus on MCS's
operating and financial results, when published, and the company's
retention of its Medicare Advantage and commercial membership, as
well as the impact of these factors on the expected recovery value
to creditors if there is an acceleration of repayment of the bank
loan. The rating agency said the review will also factor in any
new developments from the federal investigation. Additionally,
Moody's stated the ratings could be withdrawn if 2011 audited GAAP
financial statements are not received within a reasonable
timeframe.

Moody's stated that if there is an adverse development with
respect to the federal investigation, the ratings could be
downgraded further. Additionally, Moody's stated that the ratings
could be lowered if the company is required to make a significant
financial remuneration to lenders as a result of breaching one or
more of the covenants in its term loan agreement, if EBITDA
margins fall below 0%, or if membership declines by 20% or more.

Moody's noted that there is unlikely to be upward rating movement
near-term given the likelihood of an event of default and
potential losses to creditors under such a scenario; however, the
ratings could be confirmed if MCS is able to meet the financial
covenants in its term loan agreement, there is minimal or no
impact on membership, and there are no material actions taken
against the company in connection with the federal investigation.

The principal methodology used in rating Medical Card System was
Moody's Rating Methodology for U.S. Health Insurance Companies
published in May 2011.

The following ratings were downgraded and placed under review for
further downgrade:

Medical Card System, Inc. -- senior secured debt rating to Caa3
from Caa1; corporate family rating to Caa3 from Caa1;

MCS Advantage, Inc. -- insurance financial strength rating to B3
from B1.

Medical Card System, Inc. is headquartered in San Juan, Puerto
Rico. For the first nine months of 2011 MCS reported total
revenues of approximately $1.9 billion. Medical membership as of
September 30, 2011 was approximately 1.2 million members
(excluding Medicare Part D stand alone membership).

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


MEDPACE INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Cincinnati, Ohio-based Medpace Inc. The outlook
is stable.

"We also affirmed our 'B+' rating on the company's term loan and
revolving credit facility. The recovery rating on this debt is
'4', indicating our expectation of average (30%-50%) recovery in
the event of a default," S&P said.

"The rating on Medpace Inc. reflects the company's 'weak' business
risk profile according to our criteria, highlighted by its
position as a small niche player in contract research services and
uncertain demand in the contract-based business. The company's
'aggressive' financial risk profile predominantly reflects
leverage that we expect to remain above 5x following its leveraged
buyout (LBO) by financial sponsor CCMP Capital," S&P said.

"We expect 2012 to be transitional for Medpace; while revenues and
EBITDA underperformed, the backlog is growing and book to bill is
now 1.3x," said Standard & Poor's credit analyst Shannan Murphy.
"Fourth-quarter 2011 and first-quarter 2012 revenues were hurt by
contract cancellations and lengthening backlog duration,
reflecting the growth of the oncology business, which burns
backlog more slowly than the metabolic or cardiovascular business.
Because we believe the cancellations are non-recurring, we expect
revenue performance to be stronger in the second half of 2012
relative to the first half, and that full-year revenue growth will
be in the mid- to high-single-digits. We expect EBITDA to grow in
the double-digit area, reflecting the revenue growth and some
margin expansion off of weak 2011 levels. This should result in
leverage declines in the second half of the year and leverage of
around 5.5x by year end. Our funds from operations (FFO) to total
debt expectations remain around 12%," S&P said.


MOMENTIVE PERFORMANCE: To Issue $250 Million Sr. Secured Notes
--------------------------------------------------------------
Momentive Performance Materials Inc. entered into an indenture
among the Company, the guarantor subsidiaries of the Company party
thereto and The Bank of New York Mellon Trust Company, N.A., as
trustee and collateral agent, governing the Company's $250,000,000
aggregate principal amount of 10% senior secured notes due 2020,
which mature on Oct. 15, 2020.  The Company will pay interest on
the Notes at 10% per annum, semiannually to holders of record at
the close of business on April 1 or October 1 immediately
preceding the interest payment date on April 15 and October 15 of
each year, commencing on Oct. 15, 2012.  A copy of the Indenture
is available for free at http://is.gd/GCmT5o

On May 25, 2012, in connection with the issuance of the
$250,000,000 aggregate principal amount of the Notes purchased by
the initial purchasers, the the Company and the Note Guarantors
entered into a registration rights agreement with J.P. Morgan
Securities LLC, as representative of the initial purchasers,
relating to, among other things, the exchange offer for the Notes
and the related guarantees.  A copy of the Registration Rights
Agreement is available for free at http://is.gd/q6Vb0z

On May 25, 2012, the New Trustee entered into a joinder and
supplement to the intercreditor agreement, dated as of June 15,
2009, among JPMorgan Chase Bank, N.A., as first priority
representative, The Bank of New York Mellon Trust Company, N.A.,
as second priority representative, the Company, and the
subsidiaries of the Registrant party thereto.  Pursuant to the
Joinder to the Second Lien Intercreditor Agreement, the New
Trustee became a party to and agreed to be bound by the terms of
the Second Lien Intercreditor Agreement as another senior agent,
as if it had originally been party to the Second Lien
Intercreditor Agreement as a senior agent.  The Second Lien
Intercreditor Agreement governs the relative priorities of the
respective security interests in the Company's and certain
subsidiaries' assets securing (i) the Notes, (ii) the Existing
Second Lien Notes and (iii) the borrowings under the Senior
Secured Credit Agreement, and certain other matters relating to
the administration of security interests.  A copy of the Joinder
Agreement is available for free at http://is.gd/g5p6p5

On May 25, 2012, JPMorgan Chase Bank, N.A., as administrative
agent for the Senior Lenders under the Credit Agreement, the New
Trustee, the Registrant, Momentive Performance Materials USA Inc.
and the subsidiaries of the Company entered into a new
intercreditor agreement.  The 1.5 Lien Intercreditor Agreement
governs the relative priorities of the respective security
interests in the Company's and certain subsidiaries' assets
securing (i) the Notes and (ii) the borrowings under the Senior
Secured Credit Facilities, and certain other matters relating to
the administration and enforcement of security interests.

                     About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was
$42 million.

The Company's balance sheet at March 31, 2012, showed
$3.07 billion in total assets, $3.90 billion in total liabilities,
and a $832 million total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the May 25, 2012, edition of the TCR, Standard & Poor's Ratings
Services raised its rating on Momentive Performance Materials and
its subsidiaries' senior secured credit facilities to 'B+' from
'B'.

"The ratings on MPM reflect the company's 'highly leveraged'
financial profile and what we deem to be a 'fair' business risk
profile," said Standard & Poor's credit analyst Cynthia Werneth.


NEW ORLEANS SEWERAGE: S&P Ups SPUR on Water Revenue Bonds to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised by one notch, to 'BB+',
the underlying rating (SPUR) on the New Orleans Sewerage & Water
Board, La.'s water revenue bonds. The outlook is positive.

"We expect the division's pace of financial and operational
recovery to be sustainable, possibly even at an accelerated rate,"
said Standard & Poor's credit analyst Theodore Chapman. The water
system has about $34.6 million in revenue bonds outstanding.

"As early as July 2012, the recommendations of a comprehensive
2012 rate study could be approved. If approved as recommended, it
would include multiyear rate adjustments that would bolster debt
service coverage (DSC) to 1.7x or better, even with significant
additional debt. The rate increases would allow the water division
to fully repay the sewer division within our two-year outlook
horizon. Post-Katrina, the water division at times has relied on
interfund borrowings from the sewer system for working capital,
although not to pay debt service. Should the water division's
financial position prove to be sustainable, to the point that its
cash flows will no longer be dependent on nonrecurring revenues or
interfund borrowing from the sewer department, a return to an
investment-grade rating would be likely," S&P said.

"The positive outlook reflects our expectation that the rate study
recommendations, a supportive relationship with the state and
federal counterparts, and the continued addition of new accounts
will help the system maintain consistently improved DSC and
working capital," S&P said.


NORBORD INC: Moody's Affirms 'Ba2' CFR, Rates Sr. Notes 'Ba2'
-------------------------------------------------------------
Moody's Investors Service affirmed Norbord Inc's ("Norbord") Ba3
corporate family rating and assigned a Ba2 rating to the company's
proposed offering of approximately $165 million senior secured
notes and a B2 rating to the company's proposed offering of
approximately $75 million senior unsecured notes. The transaction
is expected to be leverage neutral with the proceeds from the
proposed debt offering being used to refinance the company's
secured debentures which are due in July 2012. In addition,
Norbord's existing 2017 secured notes will be upgraded to Ba2 from
Ba3. Norbord's Speculative Grade Liquidity rating is SGL-2 and the
rating outlook remains stable.

Issuer: Norbord GP I

  Upgrades:

    US$200M 6.45% Senior Secured Regular Bond/Debenture, Upgraded
    to Ba2 from Ba3

    US$200M 6.45% Senior Secured Regular Bond/Debenture, Upgraded
    to a range of LGD3, 39 % from a range of LGD3, 43 %

Issuer: Norbord Inc.

  Assignments:

    US$165M Senior Secured Regular Bond/Debenture, Assigned Ba2

    US$165M Senior Secured Regular Bond/Debenture, Assigned a
    range of LGD3, 39 %

    US$75M Senior Unsecured Regular Bond/Debenture, Assigned B2

    US$75M Senior Unsecured Regular Bond/Debenture, Assigned a
    range of LGD5, 88 %

Ratings Rationale

The Ba3 corporate family rating reflects the company's cost
competitive asset base, modest geographic diversification and
support from its major shareholder Brookfield Asset Management.
The ratings are constrained by the inherent vulnerability of
earnings to highly cyclical oriented strandboard ("OSB") demand
and prices, the company's small revenue base and lack of product
diversity. The housing construction slowdown has created a severe
slump in demand for Norbord's core product OSB. Norbord's
financial performance is significantly influenced by the level of
US housing starts, which are expected to remain below trend levels
over the next 1 to 2 years.

The proposed senior secured notes and the company's existing 2017
secured notes are rated Ba2, one notch above the company's
corporate family rating reflecting their priority ranking in the
overall waterfall of debts. The proposed senior unsecured notes
are rated B2, two notches below the company's corporate family
rating, reflecting the priority of the company's secured debt,
including the company's secured notes and $270 million secured
revolving credit facility (not rated). The company's existing $240
million senior secured debentures due 2012 (currently rated Ba3)
are expected to be repaid from the proceeds of the proposed note
offering and their ratings will be withdrawn. The ratings are
subject to the conclusion of the proposed transaction and Moody's
review of final documentation.

The SGL-2 speculative grade liquidity rating reflects good
liquidity supported by approximately $267 million of availability
(March 2012) under its $270 million revolving credit facility that
matures in May 2014. The company has a cash balance of $60 million
(March 2012) and Moody's estimates free cash flow generation of
about $25 million over the next 12 months. The company is expected
to remain in compliance with its financial covenants. The
company's net debt to capitalization was 53% as of March 31, 2012
(against a maximum of 65%) and the company's tangible net worth
was $344 million against a threshold of $250 million. Liquidity is
augmented by an $85 million accounts receivable securitization
facility (approximately $11 million available as at March 2012).
The program has an evergreen commitment that is subject to
termination on 12 months' notice.

The stable outlook reflects Moody's expectation that the company's
financial results will remain volatile with a gradual improvement
as US housing starts move closer to trend levels. The company
could face a potential pullback in OSB prices and earnings if
industry supply returns faster than demand. The rating could be
lowered if it appears that the company's liquidity will be
insufficient to fund anticipated cash requirements and if (RCF-
Capex)/TD measures drop below 5% for a sustained period of time.
An upgrade would depend on a sustained improvement in the
company's financial performance. Quantitatively, this could result
if normalized RCF/TD and (RCF-Capex)/TD measures approach 20% and
12%, respectively, on a sustainable basis, while maintaining good
liquidity.

The principal methodologies used in this rating were Global Paper
and Forest Products Industry published in September 2009, and Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Toronto, Canada, Norbord is an international
producer of panel boards, principally OSB. The company operates
nine OSB facilities in North America, three plants in the U.K.
(producing OSB, particle board and medium density fiberboard ) and
one facility in Belgium (producing OSB).


NORTH AMERICAN PLUMBING: Files for Chapter 11 Protection
--------------------------------------------------------
New Hampshire Business Review reports North American Plumbing and
Heating LLC filed on May 8, 2012, for Chapter 11 bankruptcy
protection, listing assets of $45,665, and liabilities of
$303,373.


O&S TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: O&S Trucking, Inc.
        3769 E. Evergreen
        Springfield, MO 65803

Bankruptcy Case No.: 12-61003

Chapter 11 Petition Date: May 30, 2012

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

Judge: Arthur B. Federman

Debtor's Counsel: Jonathan A. Margolies, Esq.
                  MCDOWELL RICE SMITH & BUCHANAN, PC
                  605 W. 47th Street, Suite 350
                  Kansas City, MO 64112
                  Tel: (816) 753-5400
                  Fax: (816) 753-9996
                  E-mail: jmargolies@mcdowellrice.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mowb12-61003.pdf

The petition was signed by James E. O'Neal, president.


OEP PEARL: S&P Gives 'B' Corporate Credit Rating; Outlook Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to OEP Pearl Holdings L.P. (Sonneborn). The outlook
is positive. "At the same time, we assigned our 'B' issue and '3'
recovery ratings to subsidiaries Sonneborn LLC and Sonneborn
Refined Products B.V.'s $30 million revolving credit facility ($20
million at Sonneborn LLC and EUR8 million at Sonneborn Refined
Products B.V.) and $240 million senior secured term loan. "The '3'
recovery rating indicates our expectation for a meaningful
recovery (50% to 70%) in the event of a payment default," S&P
said.

"The ratings on Sonneborn reflect our assessment of the company's
business risk profile as 'weak,' reflecting its leading positions
in a niche market for base-oil derived chemical products, and an
'aggressive' financial risk profile," S&P said.

One Equity Partners (not rated) has acquired Sonneborn, which used
$240 million of the proceeds from the transaction along with an
equity contribution by One Equity Partners to finance the
repayment of existing debt and for the purchase price for the
acquisition.

"We expect credit metrics to be consistent with an aggressive
financial risk profile, with funds from operations (FFO) to total
adjusted debt of 12% to 15%," said Standard & Poor's credit
analyst Paul Kurias. "In our base case forecast, we do not expect
the company to reduce debt meaningfully over the next several
years, though we expect it to generate positive free cash flow.
In our forecasts, we assume that cash flow will mainly fund
potential growth plans and investments, and not debt reduction.
Still, we expect modest improvements in debt leverage metrics
given our assumptions for gradual EBITDA improvements and our
expectation that management will approach growth prudently," S&P
said.

Sonneborn's products are important materials used in end-customer
applications. Its products are often specified ingredients in
customer formulations and products, which offers the company some
protection from competitive products. The breadth of product
offerings within its niche segments is an added competitive
advantage and helps the company attain a relatively high market
share--it is No. 1 in most of its markets. Sonneborn's ability to
develop applications that meet small customized requirements in
relatively stable end markets such as personal care products, food
additives, and consumer applications is also a strength. It also
benefits from its ability to process several grades of base oils
that a range of domestic and foreign refineries produce.

"We expect Sonneborn to profit from growing markets in Latin
America and the Asia-Pacific regions where it has a presence. We
expect margins to be generally stable. The company has a
reasonable track record of passing on raw material cost increases
even in times of relatively volatile raw material costs.
Nonetheless, we view Sonneborn's exposure to hydrocarbon-based
inputs as a risk. EBITDA margins are moderate, at about 14%,
reflecting in part the negotiating ability of the company's
customers, including large consumer and personal care companies,
which limits pricing power. The concentration of manufacturing
capacity at operational subsidiaries in two key locations in the
U.S. and the Netherlands constitutes a risk, in our opinion," S&P
said.

"We expect Sonneborn to maintain 'adequate' liquidity over the
next two years. More specifically, we expect sources of funds to
exceed uses of funds by at least 1.2x over the next two years. We
also expect that sources of funds will exceed uses of funds even
if EBITDA drops by 20%. We expect EBITDA cushions under the
company's maximum leverage, and minimum interest coverage
covenants to be at least 15%," S&P said.

"The positive outlook reflects our expectations for reasonably
predictable, albeit modest, EBITDA and cash flow generation
improvement over the next year. We base our expectation on our
overall outlook for modest domestic economic growth and our belief
that the company's strengths in the U.S. market and presence in
overseas markets, especially in high-growth regions such as Asia
Pacific and Latin America, will contribute to overall volume
improvement. We also expect new products already that the company
has already launched to support higher volumes. We assume
management and ownership will support credit quality and,
therefore, we have not factored into our analysis any
distributions to shareholders or significant debt-funded capital
spending. We expect Sonneborn will maintain leverage credit
metrics within our range of expectations," S&P said.

"Our base case assumes low-single-digit revenue growth, mainly as
a result of volume and price increases over the next two years. We
expect margins will remain 14% to 15% over this period. We could
raise ratings modestly if the company's operating performance
improves as we expect and management is able to fund growth in a
manner that contributes to the improvement of leverage metrics. To
support a one-notch upgrade, FFO to total adjusted debt would need
to improve to higher than 15%. Although we don't expect to do so,
we could lower the ratings if revenue growth were to stall or turn
negative, if margins decline by two or more percentage points
below our expectations, or if the company incurs additional debt
so that FFO to total adjusted debt fell below 12% without
prospects for improvement," S&P said.


OILSANDS QUEST: Applies to Delist from the NYSE MKT
---------------------------------------------------
Oilsands Quest Inc. has applied to delist its shares from the NYSE
MKT following discussions with representatives from the NYSE MKT
about the Company's current status.  Oilsands Quest has filed an
application to list the Company's stock on the Canadian National
Stock Exchange, which would, if successful, enable Oilsands
Quest's shareholders to trade their shares once the new listing
becomes active.  Listing on the CNSX is subject to the Company
meeting the exchange's minimum listing qualifications and other
requirements.  The Company expects the delisting from the NYSE MKT
to be effective before the end of June, 2012.  If the application
to list with the CNSX is successful, the Company's objective is to
have its shares listed and trading on or before the delisting from
the NYSE MKT.  Oilsands Quest will provide further disclosure with
specific trading details as its application is processed by the
CNSX.

Oilsands Quest continues to operate under the protection of the
Companies' Creditors Arrangement Act (Canada) and the supervision
of a court-appointed monitor.  The Company is also continuing to
pursue the previously announced process to solicit offers to
acquire, restructure or recapitalize the Company, with the
assistance of TD Securities Inc.  There can be no assurance that
the solicitation process will result in a financing or a sale of
the Company or in any other transaction.

Further to previous disclosure, Oilsands Quest received notice
from the staff of the NYSE MKT that the Company remains out of
compliance with certain of the NYSE MKT's continued listing
standards as set forth in Part 10 of the NYSE MKT's Company Guide.
Specifically, NYSE MKT noted that the Company is not in compliance
with Section 1003(a)(iv) of the Company Guide because the Company
has sustained losses which are so substantial in relation to the
Company's overall operations or its existing financial resources,
or its financial condition has become so impaired that it appears
questionable, in the opinion of the NYSE MKT, as to whether the
Company will be able to continue operations or meet its
obligations as they mature.

The Company was afforded the opportunity to submit a plan of
compliance to the NYSE MKT and on Feb. 14, 2012, presented its
most recent plan to the NYSE MKT.  In its letter of Feb. 24, 2012,
the NYSE MKT notified Oilsands Quest that it accepted the
Company's plan of compliance and granted the Company an extension
until May 18, 2012, to regain compliance with the continued
listing standards.  Subsequent to May 18, 2012, and because the
Company has not regained compliance with continued listing
standards, NYSE Regulation has indicated that the Company would
likely be subject to delisting.  Trading in the common shares of
Oilsands Quest remains halted on NYSE MKT.

The CNSX is a streamlined stock exchange that provides a visible
market for qualifying small-cap companies.  It is recognized by
the Ontario Securities Commission as a stock exchange and is
subject to OSC regulatory requirements.  In addition, market
surveillance and regulatory oversight on the CNSX are provided by
the Investment Industry Regulatory Organization of Canada.
Additional information is available at www.cnsx.ca.

                        About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licenses, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.

The Company reported a net loss of US$10.3 million for the six
months ended Oct. 31, 2011, compared with a net loss of
US$25.1 million for the six months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed
US$156.6 million in total assets, US$33.3 million in total
liabilities, and stockholders' equity of US$123.3 million.  As at
Oct. 31, 2011, the Company had a deficit accumulated during the
development phase of US$721.7 million.

On Nov. 29, 2011, the Company and certain of its subsidiaries
voluntarily commenced proceedings under the CCAA obtaining an
Initial Order from the Court of Queen's Bench of Alberta (the
"Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101-
16110.

The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands
Quest Sask Inc., Township Petroleum Corporation, Stripper Energy
Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest
Technology, Inc.

Under the Initial Order, Ernst & Young, Inc., was appointed by the
Court to monitor the business and affairs of the Oilsands
Entities.  Neither of Oilsands' other subsidiaries, 1259882
Alberta, Ltd., and Western Petrochemical Corp., have filed for
creditor protection.

The Company's common shares remain halted from trading until
either a delisting occurs or until the NYSE Amex permits the
resumption of trading.

Oilsands Quest obtained June 29, 2012, extension of the order
providing creditor protection under the Companies' Creditors
Arrangement Act (Canada).


OMEGA NAVIGATION: Plan Filing Deadline Extended to July 20
----------------------------------------------------------
In connection with its Chapter 11 proceedings in Houston, Texas,
Omega Navigation Enterprises Inc. and its major creditor
constituencies are continuing to engage in mediation discussions
concerning a potential Chapter 11 plan of reorganization.  In
connection with the mediation proceedings, the parties have agreed
to extend various deadlines in the Chapter 11 proceedings,
including the extension until July 20, 2012, of Omega's exclusive
right to file a Chapter 11 plan of reorganization.  The details of
the mediation process remain confidential.

In the meantime, the management team continues to operate the
business in the ordinary course.  Omega will continue to honor all
of its charter obligations during the pendency of the court
protection.  Omega believes the Chapter 11 reorganization process
will help the Company facilitate a restructuring of its balance
sheet and is working towards exiting Chapter 11 as a financially
stronger entity that will be positioned to enjoy future growth
based on the strength of its existing modern fleet of product
tanker vessels.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas in
the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OTERO COUNTY: Plan Proposes Full Payment to Most Creditors
----------------------------------------------------------
Otero County Hospital Association, Inc., submitted to the U.S.
Bankruptcy Court for the District of New Mexico a Disclosure
Statement explaining the proposed First Amended Chapter 11 Plan of
Reorganization dated May 23, 2012.

The Debtor relates that it began negotiating with the holders of
claims arising from the procedures mentioned above and represented
by a group of attorneys identified in the Plan.  Such holders
constitute the overwhelming majority of the holders of claims
arising from such procedures (United Tort Claimants).  The Debtor
also negotiated with Quorum Health Resources, LLC and Nautilus
Insurance Company in order to reach a global resolution to the
Trust Personal Injury Claims.  QHR is the Debtor's management
company and was also named in most of the lawsuits relating to the
Trust Personal Injury Claims.  Nautilus has written several
insurance policies covering many of the Trust Personal Injury
Claims.

The Debtor notes that it's not possible to achieve a global
settlement at this time; nevertheless, the Debtor has reached an
agreement with the United Tort Claimants that would allow the
Debtor to be reorganized in an efficient and expedited manner.
The terms of that agreement are embodied in the Plan.

According to the Disclosure Statement, the Plan has three main
features.

First, the Plan resolves the Debtor's exposure to the
United Tort Claimants in a consensual manner, which was the
Debtor's primary goal in commencing the Chapter 11 case.

Second, the Plan contemplates that the Debtor will obtain Exit
Financing to the extent necessary to satisfy the claims of its
primary secured creditor, Bank of America, and provide the Debtor
with sufficient capital to meet its other obligations under the
Plan and continue its normal operations.

Third, the Plan provides for payment in full of all trade and
other unsecured creditors over a two year period and permits the
Debtor to emerge from chapter 11 with its trade relationships
intact and in a financially viable form.

Under the Plan, the Debtor will assume its Collective Bargaining
Agreement.  The Plan will resolve the Trust Personal Injury Claims
on a consensual basis; satisfy the claims of Bank of America in
full; provide for the payment of trade and other unsecured
creditors in full; and allow the Debtor to emerge from Chapter 11
in a strong position and with the ability to satisfy the medical
needs of Otero County.

The Debtor proposes a 100% recovery in most of the allowed claims
except for Class 8 -- Subordinated Claims in which each holder of
an Allowed Subordinated Claim will neither receive nor retain
under the Plan any property of any kind or nature whatsoever,
including, without limitation, cash, on account of the holder's
Allowed Subordinated Claim.

A full-text copy of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/OTERO_COUNTY_ds_1amended.pdf

                    About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  Otero County Hospital Association also does
business as Mountain View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.

Alice Nystel Page, U.S. Trustee for Region 20, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Gardere Wynne Sewell LLP serves as the
Committee's counsel.  The Committee tapped James Morell of JCM
Advisors, LLC, as healthcare management consultant.

The U. S. Trustee appointed E. Marissa Lane PLLC as patient care
ombudsman on Sept. 13, 2011.

No trustee or examiner has been requested or appointed in the
Chapter 11 Case.


PENINSULA HOSPITAL: Trustee Wants to Sell Furniture and Equipment
-----------------------------------------------------------------
Lori Lapin Jones, as Chapter 11 trustee for Peninsula Hospital
Center, et al., asks the U.S. Bankruptcy Court for the Eastern
District of New York to:

   i) approve the public liquidation sale of substantially all of
      the machinery, furniture and equipment of PHC, free and
      clear of all liens, claims and encumbrances;

  ii) approve the trustee's employment of Great American Group as
      liquidator to the trustee to conduct the public liquidation
      sale of the MF&E;

iii) grant GAG a priming lien and super-priority claim in the
      MF&E sale proceeds to the extent provided herein,
      authorizing the Trustee's use of cash collateral in
      connection with the public liquidation sale of the MF&E, and
      approving a carve-out from the sale proceeds for the
      commissions, fees, costs and expenses associated with the
      public liquidation sale of the MF&E; and

  iv) authorize the trustee to donate or otherwise dispose of
      certain de minimis MF&E and miscellaneous personal property.

According to the trustee, the motion is a critical step in the
orderly wind down of PHC.  The trustee has determined that there
is insufficient current cash flow to continue the wind down of PHC
and requires the liquidation of assets and the use of the cash
derived therefrom to fund the wind down.  The trustee also
determined that MF&E is no longer necessary.

All of the MF&E is located at PHC's real property located at 51-15
Beach Channel Drive, Far Rockaway, New York.  The MF&E consists of
machinery, equipment, and furniture PHC used in the ordinary
course of its business.  All of the MF&E is owned by PHC.

The trustee notes that these entities assert a lien on the
property:

   -- JPMorgan Chase Bank, N.A.; and

   -- 1199SEIU National Benefit Fund for Health and Human Service
      Employees, 1199SEIU Heath Care Employees Pension Fund,
      League/1199SEIU Training and Upgrading Fund, and
      League/1199SEIU Health Care Industry Job Security Funds.

                          GAG Employment

The salient terms of GAG's engagement are:

   a. GAG will guarantee to PHC $900,000, which will be paid to
      the trustee within seven days following entry of an order
      approving the motion.

   b. GAG will have the right to the uninterrupted use, access and
      possession of the Property Monday through Friday, during
      regular business hours, to conduct the sale and to allow the
      removal of the MF&E from the Property.

   c. GAG will be authorized to advise all buyers that the MF&E is
      to be removed from the Property at each buyer's sole cost by
      a date certain, or deemed abandoned to the trustee, in which
      event no refund will be paid by GAG or the trustee.

   d. GAG will also be authorized to collect any applicable sales
      tax from buyers, and prepare all reporting forms,
      certificates, reports and other documentation required in
      connection with the payment of all applicable sales taxes to
      the appropriate taxing authorities, and the trustee will
      process all of the foregoing. The trustee shall pay the same
      to the appropriate taxing authorities in accordance with
      applicable law.

   e. Within 12 days of the public liquidation sale, GAG will
      transfer or pay to the trustee all collected sale proceeds
      exceeding $1,050,000; thereafter, GAG will transfer or pay
      to the trustee all additional collected proceeds on a weekly
      basis.

   f. GAG will keep records of the sale prices and proceeds of the
      MF&E.  Within 20 days after the completion of the public
      liquidation sale, GAG will provide the Trustee with a final
      written accounting of the proceeds of the sale.

   g. GAG's compensation will be limited to a 15% buyer's premium
      and expense reimbursement from liquidation sale proceeds in
      the amount of $150,000.  Payment to GAG will be:

   i. Each buyer's premium will be collected and retained by GAG
      and will not be collected by PHC or calculated as part of
      the sale proceeds.

  ii. GAG will turn over to PHC's estate all funds except:

      1. Each buyer's premium;
      2. $900,000 (which will be repayment of the Guaranteed
         Payment); and
      3. The Expense Reimbursement.

GAG has also agreed to post a bond in an amount no less than
$800,000 in favor of the Trustee in form and from an issuer
acceptable to the trustee, which bond will be posted not less than
one business day after entry of the order approving the motion.

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

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Certilman Balin, & Hyman, LLP, which
counts Mr. McCord as one of the firm's members, served as counsel
for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PENINSULA HOSPITAL: Garfunkel Approved as Ch.11 Trustee's Counsel
-----------------------------------------------------------------
Lori Lapin Jones, the chapter 11 trustee in the bankruptcy case of
Peninsula Hospital Center, sought and obtained approval from the
U.S. Bankruptcy Court to employ Garfunkel Wild, PC as her special
health care, regulatory, corporate, finance and litigation
counsel.

The firm's rates are:

   Personnel                    Rates
   ---------                    -----
   Judith Eisen (Partner)     $495/hour
   Burton Weston (Partner)    $459/hour
   Barabara Knothe (Partner)  $396/hour
   Afsheen Shah (Partner)     $360/hour

Burton S. Welston, a shareholder of Garfunkel Wild, PC, attests
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                  About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord was appointed by the Court as examiner.  His
task was to conduct an investigation of the Debtors' relationship
and transactions with Revival Home Health Care, Revival
Acquisitions Group LLC, Revival Funding Co. LLC, and any
affiliates.  Certilman Balin, & Hyman, LLP, which counts Mr.
McCord as one of the firm's members, served as counsel for the
Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PEP BOYS: S&P Keeps 'B' Corporate Credit Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services' 'B' corporate credit rating on
Philadelphia-based Pep Boys - Manny, Moe & Jack remains on
CreditWatch with negative implications.

The ratings on Pep Boys remain on CreditWatch with negative
implications despite the termination of a planned leveraged buyout
by The Gores Group.

"We believe there is still a chance for us to lower the rating
given that preliminary results for the first quarter ended April
28, 2012 were below our expectations," said Standard & Poor's
credit analyst Brian Milligan. "We expect to resolve the
CreditWatch listing following our receipt of more information from
Pep Boys' earnings release and conference call to discuss first-
quarter earnings, which is scheduled for June 7, 2012."

"The rating was originally placed on CreditWatch on Jan. 30, 2012,
when The Gores Group announced its intention to acquire Pep Boys.
On May 29, 2012, Pep Boys said the agreement has been terminated
and that The Gores Group will pay Pep Boys a $50 million
settlement fee plus reimbursement of certain merger-related
expenses. Pep Boys intends to use existing cash and merger
settlement proceeds for term loan reduction this year," S&P said.

"Before resolving the CreditWatch negative placement, we will
assess recent operating performance to help determine if the
company's strategy or financial policies may change in light of
the termination of the merger agreement," S&P said.


PINNACLE AIRLINES: Barclays Capital Approved as Investment Banker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Pinnacle Airlines Corp., et al., to employ Barclays
Capital Inc., as investment banker.

As reported in the Troubled Company Reporter on May 8, 2012,
Barclays Capital is expected to, among other things:

   i. provide general business and financial analyses of the
      Debtors, including a review, from a financial point of view,
      of the Debtors' current business plan and financial
      projections;

  ii. assist the Debtors in the preparation of their financial
      forecasts and scenarios related thereto; and

iii. evaluate, from a financial point of view, the current
      capitalization of the Debtors and their requirements for
      liquidity based on the Debtors' business plan.

Barclays Capital's fee structure includes:

   i. a monthly fee of $150,000;

  ii. a transaction fee equal to $3,700,000;

iii. a one-time fee in an amount equal to the lesser of (i) 6% of
      the aggregate amount of the gross proceeds raised on behalf
      of the Debtors, and (ii) $1,000,000, payable in cash at the
      later of the closing of the Exit Financing Capital Raise and
      the consummation of a Restructuring, provided that the
      payment of the Exit Financing Capital Raising Fee will be
      subject to approval of the Bankruptcy Court pursuant to a
      final fee application submitted pursuant to the Bankruptcy
      Code, Federal Rules of Bankruptcy Procedure and any
      applicable local rules of the Bankruptcy Court; and

  iv. an expense reimbursement.

Before the Petition Date, the Debtors paid Barclays $450,000 in
fees on account of the Monthly Fees and $79,760 on account of
expenses pursuant to the Engagement Letter.  In addition, Barclays
holds a deposit for future Monthly Fees of $150,000 and the
Expense Deposit of $25,000 as security for payment for services
and expenses under the Engagement Letter.  Barclays still holds
the entire Monthly Fee Deposit and Expense Deposit, and Barclays
will apply the mounts, subject to prior approval of the Court, to
any invoiced amounts that the Debtors have not timely paid, and if
there are no such unpaid invoiced amounts, to any final invoice
with respect to services provided to the Debtors under the
Engagement Letter.

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

The Debtors have agreed, among other things, to indemnify and hold
harmless Barclays and other indemnified parties from and against
any and all claims, liabilities, losses, expenses, damages, joint
or several, arising out of or otherwise relating to the Engagement
Letter or the Prepetition Engagement Letter.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.  Imperial Capital, LLC, serves as the
Committee's financial advisors.


PINNACLE AIRLINES: Has Until June 11 to File Schedules, Statements
------------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York extended until June 11, 2012,
Pinnacle Airlines Corp., et al.'s time to file their (a) schedules
of assets and liabilities; (b) schedules of current income and
expenditures; (c) schedules of executory contracts and unexpired
leases; and (d) statements of financial affairs.

The Debtors explained that they needed additional time to prepare
and review the schedules and statements.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.  Imperial Capital, LLC, serves as the
Committee's financial advisors.


PINNACLE AIRLINES: Imperial Okayed as Committee Advisor
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Pinnacle Airlines Corp., et al., to retain
Imperial Capital, LLC, as financial advisors.

As reported in the Troubled Company Reporter on May 8, 2012,
Imperial is expected to provide consulting and advisory services
in the course of the Chapter 11 cases, including:

   a) analysis of the Debtors' business, operations, properties,
      financial condition, competition, forecast, prospects and
      management;

   b) financial valuation of the ongoing operations of the
      Debtors; and

   c) assist the Committee in developing, evaluating, structuring
      and negotiating the terms and conditions of a potential
      restructuring plan, including the value of the securities,
      if any, that may be issued under a restructuring plan;

Imperial will seek payment for compensation on a monthly fixed fee
basis of $150,000, plus reimbursement of actual and necessary
expenses incurred.  In addition, Imperial is entitled to a single
completion fee of between $750,000 and $1,250,000 for the
completion of a restructuring, but in no case will Imperial be
entitled to more than one completion fee.

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

The Debtors have agreed to indemnify and hold harmless Imperial
and any of its subsidiaries and affiliates, officers, directors,
principals, shareholders, agents, independent contractors and
employees.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PINNACLE AIRLINES: Morrison & Foerster Okayed as Committee Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Pinnacle Airlines Corp., et al., to retain
Morrison & Foerster LLP as its counsel.

As reported in the Troubled Company Reporter on May 8, 2012, the
Committee related that the hourly rates of the firm's personnel
are:

         Partners               $695 - $1,125
         Of Counsel             $550 -   $950
         Associates             $380 -   $685
         Paraprofessionals      $185 -   $360

The personnel designated to the case and their hourly rates are:

         Brett H. Miller, partner       $975
         Lorenzo Marinuzzi, partner     $865
         Todd M. Goren, partner         $750
         Erica J. Richards, associate   $595
         William Hildbold, associate    $445
         Laura Guido, paraprofessional  $280

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

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.  Imperial Capital, LLC, serves as the
Committee's financial advisors.


PLATINUM PROPERTIES: Seeks Nod $1.1-Mil. Loan from Golden
---------------------------------------------------------
Platinum Properties, LLC, et al., ask the U.S. Bankruptcy Court
for the Southern District of Indiana for authorization to obtain
postpetition financing from Golden Investments III, LLC.

The Debtor would use the loan to support its continued operations
and to allow the Debtor a successful reorganization.

The DIP Financing is being offered by the lender on terms that
involve priming an existing lien and granting the lender a first
priority lien on the real property comprising Sonoma Section 4B
and the proceeds thereof.  The current first priority lienholder,
Bank of America, NA will be paid its agreed upon release price for
Sonoma Section 4B and will release its liens on the DIP
Collateral.  MK Investment Group, LLC, and the Christel DeHaan
Revocable Trust have a second priority lien behind BOA, have
consented to the first priority lien to be granted to lender and
the subordination of their liens to lender, and will continue to
receive without impairment adequate protection of their interests
in the DIP Collateral under an adequate protection stipulation
previously approved by the Court.

The Debtor and the lender, in a separate filing, have filed a
motion (the "Cash Use Motion") to approve a stipulation and agreed
entry authorizing the Debtor's use of cash collateral and granting
adequate protection.

The lender's cash collateral consists of the Debtor's cash and
cash equivalents that constitute proceeds of the sale of the lots
comprising Sonoma Section 4B.  The Debtor will use the cash
collateral to repay the note, and for ordinary and necessary
operating expenses.

Concurrently herewith, the Debtor is filing a Motion to amend lot
purchase agreement with Arbor Homes, LLC, whereby the Debtor seeks
authority to amend a Lot Purchase Agreement by and between the
Debtor and Arbor to provide that Arbor will supply an additional
$75,000 builder deposit for the development of lots in Sonoma
Section 4B, which will be applied as a credit evenly against the
purchase of the forty-two lots in Sonoma Section 4B.  The lender
has consented to the Debtor's execution of the Second Amendment to
Lot Purchase Agreement dated as of May 15, 2012.

The terms and conditions of the proposed DIP Financing include,
among other things:

   a) all advances made by the Lender under the Loan Documents
      will be validly secured by first priority liens on the DIP
      Collateral;

   b) the total advances made pursuant to the Loan Documents shall
      not exceed $1,157,000;

   c) advances made pursuant to the Loan Documents may be made not
      more frequently than monthly;

   d) the Debtor may use the loan proceeds solely to pay the
      development and construction costs for Sonoma Section 4B;

   e) the financing will be made at the rate of 12% per
      annum; and

   f) the Loan will become due and payable in full on Dec. 31,
      2014.

Full-text copies of the stipulation and terms of the DIP Loan are
available for free at:

     http://bankrupt.com/misc/PLATINUMPROPERTIES_cashcoll.pdf
   http://bankrupt.com/misc/PLATINUMPROPERTIES_dipfinancing.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 LLP, in Indianapolis, Indiana,
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.


PROCTOR HOSPITAL: S&P Affirms 'BB+' Rating on $22MM Revenue Bonds
-----------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook to negative
and affirmed its 'BB+' long-term rating on the Illinois Health
Facilities Authority's $22.5 million in series 2006A fixed-rate
revenue refunding bonds outstanding, issued for Proctor Hospital.

"The negative outlook reflects a decrease in cash in fiscal year
2011 and year-to-date," said Standard & Poor's credit analyst
Avanti Paul. "In addition, weak operating performance that was
below budgeted levels in fiscal 2011 and elevated capital spending
were both primarily related to the hospital's electronic health
record (EHR) installation. However, we affirmed the rating at this
time since the EHR installation is complete and operating
performance has improved slightly in the first quarter of fiscal
year 2012 from favorable utilization and actions to curtail costs
and lower budgeted capital spending," added Ms. Paul.

"Proctor Hospital is a 162-staffed-bed acute-care hospital located
in Peoria, Ill. Gross revenues of the parent company, the
hospital, and a foundation, as well as a mortgage pledge of the
parent company, secure the bonds. Non-obligated entities include
Belcrest Services, a for-profit company that manages a durable
medical equipment business and five urgent-care sites; Proctor
Health Systems, which provides physician practice management;
Health Plus, a third-party administrator that negotiates with
insurance companies and administers Proctor's self-insured health
plan; and Hult Health," S&P said.


PURE BEAUTY: Has Until July 30 to Propose Chapter 11 Plan
---------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended, in a second order, Pure Beauty
Salons & Boutiques, Inc.'s exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until July 30, 2012,
and Sept. 26, respectively.

The extension will enable the Debtors to determine which contracts
and leases will be designated under the terms of the asset
purchase agreement; and assess the scope of the assets held by the
Debtors' estates post-closing.

                         About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., and its affiliated company
BeautyFirst Franchise Corp., operate a chain of hair care and
beauty supply stores under the trade names Trade Secret, Beauty
Express, BeautyFirst, PureBeauty, and Winston's Barber Shop.  Pure
Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores
and BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores.

Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after
having been sold out of Chapter 11 last year.  The prior case was
dismissed after the sale was completed.  The previous case was In
re Trade Secret Inc., 10-12153, in the same court.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' counsel.  The Debtors' investment banker is SSG Capital
Advisors' J. Scott Victor -- jsvictor@ssgca.com  The Debtors'
notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.

In its schedules, Pure Beauty Salons disclosed $36,444,963 in
assets and $55,215,590 in liabilities as of the Petition Date.
In its schedules, BeautyFirst Franchise disclosed $1,716,985 in
assets and $36,761,086 in liabilities as of the Petition Date.

The Debtors owe $15 million to vendors and landlords.  The
petition was signed by Brian Luborsky, chief executive officer.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Pure Beauty Salons.  Attorneys at Pachulski
Stang Ziehl & Jones LLP represent the Committee.  LM+Co serves as
their financial advisor.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


RALPH ROBERTS: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Robert Snell at The Detroit News reports that Ralph Roberts -- a
Clinton Township realtor who owns the giant nail from the iconic
Uniroyal tire near Detroit Metropolitan Airport -- and his real
estate company, Ralph Roberts Realty LLC, filed for Chapter 11
bankruptcy in Detroit on May 25.

According to the report, the bankruptcy filing followed years of
disputes with real estate investors and fallout from a 2004
indictment stemming from the federal probe of Macomb County
Prosecutor Carl Marlinga.

The report relates Mr. Roberts listed more than $1.86 million in
assets and $73.2 million in liabilities, according to bankruptcy
court records.  His Sterling Heights-based real estate firm listed
debts of more than $108,000 and assets of more than $1.52 million
-- including the giant nail worth $3,000.

Hannah McCollum, Esq., represents Mr. Roberts.

According to the report, the lawyer said that, before filing for
bankruptcy, Mr. Roberts reached settlements with his banks and
several other creditors.  He was unable to settle with a group of
11 former investors, who Ms. McCollum says is owed $6.5 million.

The report also notes the lawyer said that under the proposed
bankruptcy plan, unsecured creditors would split almost $1.2
million.


REAL AMERICA: Stay Relief Order On Hold Pending Payment to Lender
-----------------------------------------------------------------
The Bankruptcy Court on May 25, 2012, entered a preliminary order
on the request of Real America, Inc., for relief from the Court's
May 9 order granting Citizens Bank relief from stay and
abandonment of its collateral.  The May 9 order was entered under
the default provisions in the Court's agreed interim order
authorizing use of cash collateral, and as a result of the Debtor
failing to make timely the adequate protection payment to Citizens
Bank required under the interim cash collateral order.  In the
May 25 order, the Court vacated, effective immediately, its May 9
order abandoning Citizens' collateral but conditioned entry of an
order vacating relief from the automatic stay on the Debtor paying
the reasonable attorneys' fees and expenses, including the fees
and expenses of the state court receiver and his counsel, that
were incurred by Citizens through May 22 as a proximate result of
the Debtor's failure to make timely the required adequate
protection payment.

In a May 31, 2012 Order available at http://is.gd/cAaHUOfrom
Leagle.com, Bankruptcy Judge Mary Ann Whipple held that a final
order vacating the May 9 Order will be entered only on condition
that, on or before June 5, the Debtor pay to the bank's
professionals the attorney fees and receiver fees and expenses in
the total amount of $7,041 and file with the Court a certification
that the payments have been made.  If the Debtor fails to satisfy
timely this condition, the provisions of the May 9 order as to
abandonment will be reimposed and the Debtor's motion for relief
from that order will be finally denied.

Citizens Bank submitted an itemization of fees and expenses that
includes (1) attorney fees of Hunter and Schank Co., L.P.A., which
represents Citizens in the Debtor's bankruptcy case, (2) state
court receiver fees and expenses, and (3) attorney fees incurred
by the receiver.  The fees and expenses on the itemization total
$10,097.

                        About Real America

Real America, Inc., in Middle Bass, Ohio, filed for Chapter 11
bankruptcy (Bankr. N.D. Ohio Case No. 12-31142) on March 15, 2012.
Judge Mary Ann Whipple presides over the case.  Thomas C. Pavlik,
Esq., at Novak & Pavlik, LLP, serves as the Debtor's counsel.  The
Debtor scheduled assets of $441,000 and liabilities of $12.2
million.  The petition was signed by Edmund Gudenas, president.

Prior to the petition date, a foreclosure action had been
commenced in state court to foreclose liens on property owned by
the Debtor, as well as property owned by U.S. Erie Islands
Development LLC on Middle Bass Island in Ottawa County, Ohio, and
a receiver had been appointed.  Together, the property subject to
the foreclosure action is known as St. Hazard's Resort.  The
receivership included assets owned by Real America, Erie Islands
and Hazards Adventures Company.  Only Real America filed for
Chapter 11 bankruptcy, and the state court receivership continued
with respect to the other entities and assets.


RCF KITCHENS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: RCF Kitchens Indiana, LLC
        fdba Really Cool Foods
        1200 Enterprise Road
        Cambridge City, IN 47327

Bankruptcy Case No.: 12-06434

Chapter 11 Petition Date: May 30, 2012

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch, III

Debtor's Counsel: Jeffrey A. Hokanson, Esq.
                  FROST BROWN TODD LLC
                  201 N. Illinois Street, Suite 1900
                  P.O. Box 44961
                  Indianapolis, IN 46244-0961
                  Tel: (317) 237-3962
                  Fax: (317) 237-3900
                  E-mail: jhokanson@fbtlaw.com

                         - and ?

                  Jennifer Ann O'Guinn, Esq.
                  FROST BROWN TODD LLC
                  201 N. Illinois Street, Suite 1900
                  P.O. Box 44961
                  Indianapolis, IN 46244-0961
                  Tel: (317) 237-3800
                  Fax: (317) 237-3900
                  E-mail: joguinn@fbtlaw.com

                         - and ?

                  Jeremy M. Dunn, Esq.
                  FROST BROWN TODD LLC
                  201 North Illinois Street, Suite 1900
                  P.O. Box 44961
                  Indianapolis, IN 46244-0961
                  Tel: (317) 237-3270
                  Fax: (317) 237-3900
                  E-mail: jdunn@fbtlaw.com

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

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

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

The petition was signed by Joseph W. Meyers, chief financial
officer.


RCR PLUMBING: Reorganization Plan Outline Hearing Set for June 26
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on June 26, 2012, at 1:30 p.m., to consider
adequacy of the Disclosure Statement explaining RCR Plumbing and
Mechanical Inc.'s Plan of Reorganization.

According to the Disclosure Statement dated April 27, 2012, the
Plan contemplates that the Debtor will continue operating as a
plumbing and HVAC subcontractor for medium- to large-scale
residential and commercial building projects.  The Debtor will
complete its current projects and may submit bids for new
projects.  The Debtor will use the proceeds from its operations,
including the proceeds from the sale of any personal property no
longer necessary for operations, well as any net proceeds from the
Post-Confirmation Litigation to pay creditors.

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

                        About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. at Weiland, Golden, Smiley et al., serve as the
Debtor's counsel.  Sidley Austin LLP as its special labor and
employment counsel BSW & Associates as financial advisor.
Kurtzman Carson Consultants LLC serves as noticing agent.  In its
petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts.  The petition was signed by Robert C. Richey,
president/CEO.

The Official Committee of Unsecured Creditors tapped Venable LLP
as its counsel.


RG STEEL: June 21 Hearing Set to Consider Sale Procedures
---------------------------------------------------------
RG Steel LLC and its affiliated debtors filed a formal request for
approval of procedures that will govern the sale of substantially
all of the Debtors' assets.  The Debtors seek to fast-track the
sale process and have asked the Court to consider the procedures
at a hearing for June 21 at 11:00 a.m.  Initial objections, if
any, are due June 14.

No buyer is under contract yet.  The Debtors intend to file a sale
agreement that has been negotiated and agreed upon a stalking
horse bidder three business days prior to the Bidding Procedures
Hearing.  The Debtors propose that any parties objecting to the
terms of any Stalking Horse Agreement may do so by June 19.

On June 1, 2012, the Debtors won interim authority to enter into a
$50 million DIP credit agreement with Wells Fargo Capital Finance,
LLC, as agent, and use cash collateral, among other relief, which
would enable the Debtors to meet current financial needs to
continue to pursue the sale process and maximize the value of
their assets.

Wells Fargo is also the administrative agent and co-collateral
agent under the Debtors' prepetition senior secured loans.
General Electric Capital Corporation is the syndication agent and
co-collateral agent under the senior loans.

The DIP Agreement requires, inter alia, entry of a sale order by
July 17, 2012, and that the Debtors close the sale by July 27.
The Debtors' failure to meet any of the deadlines results in the
termination of the DIP Agreement.

The DIP loan has a stated maturity date of Aug. 14, 2012.

A hearing to consider final approval of the DIP financing is
scheduled for June 21 at 11:00 a.m.  Objections are due June 14.

Pursuant to the procedures, the Debtors ask the Court to schedule
an auction date if they receive more than one bid.  The Debtors
also propose that a sale hearing be held between July 18 and 26 to
approve a sale transaction.  They also propose to provide
customary bid protections to the Stalking Horse Bidder.

The Debtors said in court papers there has already been
significant interest in purchasing their assets.  The Debtors said
several parties have already made inquiries and many have entered
into confidentiality agreements.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

With the path of the Debtors' reorganization efforts and the
Chapter 11 cases uncertain, and to comply with their obligations
under the Worker Adjustment and Retraining Notification Act and
other applicable law, the Company recently sent notices of
potential shutdowns to certain employees.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by:

          Robert J. Dehney, Esq.
          Erin R. Fay, Esq.
          MORRIS, NICHOLS, ARSHT & TUNNELL LLP
          1201 North Market Street
          P. O. Box 1347
          Wilmington, DE 19899-1347
          Tel: (302) 658-9200
          E-mail: efay@mnat.com

               - and -

          Matthew A. Feldman, Esq.
          Shaunna D. Jones, Esq.
          Weston T. Eguchi, Esq.
          WILLKIE FARR & GALLAGHER LLP
          787 Seventh Avenue
          New York, NY 10019
          Tel: (212) 728-8000
          Fax: (212) 728-8111
          E-mail: mfeldman@willkie.com
                  sjones@willkie.com
                  weguchi@willkie.com

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.


RG STEEL: Has $15-Mil. Stalking Horse Bid for Steubenville Plant
----------------------------------------------------------------
RG Steel LLC and its affiliates seek bankruptcy court permission
to sell their idled steel facilities -- along with real and
personal properties -- in Steubenville, Ohio, to Herman Strauss
Inc. and River Rail Development LLC, subject to higher and better
offers.

The Steubenville property consists of 112 acres of land, a
steelmaking facility, related improvements, metal scrap and
related personal property, and various equipment.  The Debtors
marketed the property pre-bankruptcy and determined that the offer
from Herman Strauss and River Rail represented the best available.
The buyers offered for $15 million plus assumption of certain
environmental liabilities.  Pursuant to the parties' asset
purchase agreement, $14.5 million of the total purchase price will
be payable in cash while the remaining $500,000 may be retained by
the buyers to offset and pay RG Steel Wheeling LLC's portion of
certain expenses and costs until Wheeling has completed a
remediation plan with respect to the property's active coke oven
gas line.

The Debtors also seek permission to provide the buyers bid
protections including reimbursement of expenses in the event they
chose a competing offer at an auction.

The Debtors also ask the Court to approve procedures for the sale
or abandonment of additional excess assets, without the need for
further court approval.  The Debtors intend to sell assets with a
purchase price greater than $100,000 but less than $4 million on
14 days' notice.  The Debtors won't provide notice for sales below
$100,000, but they will submit quarterly reports of those assets
sold.

A hearing on the Debtors' request is set for June 21.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

With the path of the Debtors' reorganization efforts and the
Chapter 11 cases uncertain, and to comply with their obligations
under the Worker Adjustment and Retraining Notification Act and
other applicable law, the Company recently sent notices of
potential shutdowns to certain employees.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.  The Debtors are
represented in the case by Robert J. Dehney, Esq., and Erin R.
Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP; and Matthew A.
Feldman, Esq., Shaunna D. Jones, Esq., and Weston T. Eguchi, Esq.,
at Willkie Farr & Gallagher LLP.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.


RG STEEL: Schedules Filing Deadline Extended to July 16
-------------------------------------------------------
The Bankruptcy Court extended through July 16 the deadline for RG
Steel LLC and its affiliates to file schedules of assets and
liabilities and statements of financial affairs.  The Debtors
requested an extension through July 30.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

With the path of the Debtors' reorganization efforts and the
Chapter 11 cases uncertain, and to comply with their obligations
under the Worker Adjustment and Retraining Notification Act and
other applicable law, the Company recently sent notices of
potential shutdowns to certain employees.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.  The Debtors are
represented in the case by Robert J. Dehney, Esq., and Erin R.
Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP; and Matthew A.
Feldman, Esq., Shaunna D. Jones, Esq., and Weston T. Eguchi, Esq.,
at Willkie Farr & Gallagher LLP.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.


RG STEEL: Hiring Kurtzman Carson as Claims and Noticing Agent
-------------------------------------------------------------
RG Steel LLC and its affiliates won bankruptcy court permission to
employ Kurtzman Carson Consultants LLC as their claims and
noticing agent.

The Debtors are also hiring KCC to provide administrative
services.

In the 90 days prior to the Petition Date, KCC also received
retainers and payments totaling $27,268 for services performed for
the Debtors.

Albert Kass, Vice President of Corporate Restructuring Services at
KCC, attests that his firm is a "disinterested person" as that
term is defined in 11 U.S.C. Sec. 101(14).

Kurtto file schedules of assets and liabilities and statements of
financial affairs.  The Debtors requested an extension through
July 30.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

With the path of the Debtors' reorganization efforts and the
Chapter 11 cases uncertain, and to comply with their obligations
under the Worker Adjustment and Retraining Notification Act and
other applicable law, the Company recently sent notices of
potential shutdowns to certain employees.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.  The Debtors are
represented in the case by Robert J. Dehney, Esq., and Erin R.
Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP; and Matthew A.
Feldman, Esq., Shaunna D. Jones, Esq., and Weston T. Eguchi, Esq.,
at Willkie Farr & Gallagher LLP.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.


RG STEEL: Meeting to Form Creditors' Panel on June 12
-----------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on June 12, 2012, at 1:00 p.m. in
the bankruptcy case of RG Steel LLC, WP Steel Venture LLC, and
their affiliates.  The meeting will be held at:

   J. Caleb Boggs Federal Building
   844 King St., Room 5209
   Wilmington, DE 19801

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

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

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

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

With the path of the Debtors' reorganization efforts and the
Chapter 11 cases uncertain, and to comply with their obligations
under the Worker Adjustment and Retraining Notification Act and
other applicable law, the Company recently sent notices of
potential shutdowns to certain employees.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.  The Debtors are
represented in the case by Robert J. Dehney, Esq., and Erin R.
Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP; and Matthew A.
Feldman, Esq., Shaunna D. Jones, Esq., and Weston T. Eguchi, Esq.,
at Willkie Farr & Gallagher LLP.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.


RG STEEL: To Lay Off About 2,000 Employees
------------------------------------------
Jamie Smith Hopkins at the Baltimore Sun reports that Sparrows
Point owner RG Steel LLC wouldn't confirm whether its 1,975-job
reduction had begun as planned, saying only that the cuts would be
spread over the course of weeks.

"Producing units will wind down as we complete processing current
customer orders," the report quotes Elizabeth "Bette" Kovach, an
RG Steel spokeswoman, as saying.  "This process will result in
some units operating for several more weeks, and it will take a
few more weeks thereafter to ship the product to our customers.
The timing of layoffs will vary by department and depend on a
number of factors."

RG Steel said in court papers that, with the path of the Company's
reorganization efforts and the Chapter 11 cases uncertain, and to
comply with its obligations under the Worker Adjustment and
Retraining Notification Act and other applicable law, the Company
sent notices of potential shutdowns to certain employees.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

With the path of the Debtors' reorganization efforts and the
Chapter 11 cases uncertain, and to comply with their obligations
under the Worker Adjustment and Retraining Notification Act and
other applicable law, the Company recently sent notices of
potential shutdowns to certain employees.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.  The Debtors are
represented in the case by Robert J. Dehney, Esq., and Erin R.
Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP; and Matthew A.
Feldman, Esq., Shaunna D. Jones, Esq., and Weston T. Eguchi, Esq.,
at Willkie Farr & Gallagher LLP.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.


RIDGE MOUNTAIN: Tennessee Apartments Operator Files for Chapter 11
------------------------------------------------------------------
Ridge Mountain LLC filed a Chapter 11 petition (Bankr. N.D.N.Y.
Case No. 12-31090) in Syracuse on June 4, 2012.

The Debtor, operator of two apartment complexes, disclosed $16.5
million in assets and $23.6 million in liabilities.  The Debtor
operates that Mountain Brook Apartments in Chattanooga, Tennessee,
and the Ridgemont Apartments in Red Bank, Tennessee.  The
apartment secures a $22 million debt to U.S. Bank, N.A.

According to the case docket, the Chapter 11 plan and disclosure
statement are due Oct. 2, 2012.  Governmental proofs of claim are
due Dec. 3, 2012.


RILEY MORE: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
New Hampshire Business Review reports that Riley, More & More
Enterprises LLC, dba Riley More & More LLC -- managed by Vatche
Manoukian -- filed on May 29, 2012, for Chapter 11 bankruptcy
protection, listing both assets and debts between $100,000 and
$500,000.


RITE AID: $296.3 Million 2015 Senior Notes Validly Tendered
-----------------------------------------------------------
Rite Aid Corporation's previously announced cash tender offer for
any and all of its outstanding 9.375% senior notes due 2015
expired at midnight, Eastern time, on May 31, 2012.  As of the
Expiration Date, approximately $296.3 million aggregate principal
amount of the 2015 Notes had been validly tendered and not validly
withdrawn, representing approximately 73.2% of the outstanding
2015 Notes.  All those 2015 Notes had been validly tendered on or
prior to the consent payment deadline, which was midnight, Eastern
time, on May 14, 2012, and were accepted for purchase on May 15,
2012.  The remaining $108.7 million aggregate principal amount of
the 2015 Notes have been called for redemption on June 15, 2012,
and were satisfied and discharged by the Company on June 1, 2012.

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid reported a net loss of $368.57 million for the fiscal
year ended March 3, 2012, a net loss of $555.42 million for the
year ended Feb. 26, 2011, and a net loss of $506.67 million for
the year ended Feb. 27, 2010.

The Company's balance sheet at March 3, 2012, showed $7.36 billion
in total assets, $9.95 billion in total liabilities, and a
$2.58 billion in total stockholders' deficit.

                           *     *     *

In February 2012, S&P affirmed Rite Aid's 'B-' corporate credit
rating.  During that time, Moody's Investors Service also affirmed
its Caa2 Corporate Family Rating, Caa2 Probability of Default
Rating, and SGL-3 Speculative Grade Liquidity rating.

"The ratings reflect our expectation that Camp Hill, Pa.-based
retail drugstore chain Rite Aid Corp.'s financial risk profile
will remain 'highly leveraged', despite improving sales trends,
due to its significant debt," said Standard & Poor's credit
analyst Ana Lai.

Moody's said in February that Rite Aid's Caa2 Corporate Family
Rating reflects its weak credit metrics and unsustainable capital
structure with debt to EBITDA of 8.8 times and EBITA to interest
expense of 0.8 times.  Although Moody's believes that Rite Aid
earnings will benefit from Walgreen's dispute with Express Scripts
as well as from the strong generic pipeline, Moody's anticipates
that lower reimbursement rates will offset some of this positive
earnings pressure.  Thus, Moody's forecasts that Rite Aid's credit
metrics will remain weak.  In addition, Rite Aid faces a tradeoff
between the need to address its sizable 2014 and 2015 debt
maturities against the likelihood that any refinancing will be at
a higher interest rate.  Should Rite Aid successfully refinance
its 2014 and 2015 debt maturities, its borrowing costs will likely
increase further weakening Rite Aid's interest coverage.
Consequently, Moody's is concerned that Rite Aid may choose to
voluntarily restructure its debt over the medium term.


SALLY HOLDINGS: Moody's Lifts Rating on Sr. Unsec. Notes to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service upgraded Sally Holdings LLC's $750
million senior unsecured notes due 2019 to Ba3 from B1 following
the refinancing of the company's senior secured term loan, as per
Moody's Loss Given Default Methodology. The transaction eliminated
a substantial portion of secured debt ahead of the unsecured debt
in Sally's capital structure. Sally's Ba3 corporate family rating
and SGL-1 speculative grade liquidity rating were affirmed. The
ratings outlook is positive.

Moody's took the following actions on Sally Holdings LLC:

Rating upgraded:

-- $750 million senior unsecured notes due 2019 to Ba3 (LGD4,
    58%) from B1 (LGD5, 77%)

Ratings affirmed:

-- Corporate family rating at Ba3;

-- Probability of default rating at Ba3;

-- Speculative grade liquidity rating at SGL-1

-- $700 million senior unsecured notes due 2022 at Ba3 (LGD4,
    58%)

Rating withdrawn due to repayment:

-- Senior secured term loan-B, Ba2 (LGD2, 29%)

Ratings Rationale

Sally's Ba3 corporate family rating is supported by its solid
market position in the professional beauty supply market, steady
performance through economic cycles, geographic diversity, and
improved merchandising focus which Moody's expects will continue
to benefit the company's margins. Sally's liquidity is very good,
supported by the expectation that operating cash flow and ample
revolver availability will be more than sufficient to cover
working capital and capital spending over the next twelve months.
The rating is constrained by the company's high debt load, despite
recent reductions, and continued risk for a more aggressive
financial policy given significant, yet declining, private equity
ownership.

The positive outlook reflects the sustained improvement in Sally's
operating performance and credit metrics, and the expectation that
the company will continue to demonstrate profitable growth while
maintaining a more balanced financial policy such that leverage is
maintained within the company's targeted range of 2.0 - 2.5x
(approximately 3.5 - 4.0x on a Moody's lease-adjusted basis).

An upgrade of the corporate family rating would require comfort on
Moody's part that Sally's financial policies will remain balanced
with respect to uses of cash, including any potential dividends,
share repurchases or acquisitions. An upgrade will also require
the company to maintain solid liquidity. Quantitatively,
debt/EBITDA sustained below 4.0 times while maintaining
EBITA/Interest above 3.25 times could result in a ratings upgrade.

A downgrade of the corporate family rating could occur if
operating performance were to show signs of deterioration,
financial policies were to become aggressive, or liquidity
weakens. Quantitatively, debt/EBITDA rising above 4.5 times or
EBITA/interest falling below 2.5 times on a sustained basis could
lead to a ratings downgrade.

The principal methodology used in rating Sally Holdings LLC was
the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Sally Holdings LLC, based in Denton, Texas, is an international
retailer and distributor of beauty supplies. Its two subsidiaries,
Sally Beauty Supply and Beauty Supply Group, sell and distribute
beauty products to individual retail consumers and salon
professionals. Products are distributed through a network of over
4,300 stores in 12 countries. Revenues exceeded $3.4 billion for
the twelve month period ended March 31, 2012.


SEARS HOLDINGS: Sears Canada Files Form 20-F for Partial Spinoff
----------------------------------------------------------------
Sears Holdings Corporation announced that Sears Canada Inc. has
filed a registration statement on Form 20-F with the U.S.
Securities and Exchange Commission in connection with Holdings'
previously announced plan to spin-off a portion of its interest in
Sears Canada.  Holdings, which currently owns approximately 95% of
the issued and outstanding common shares of Sears Canada, expects
to distribute common shares of Sears Canada held by Holdings on a
pro rata basis to holders of Holdings' common stock such that
following the spin-off, Holdings will retain approximately 51% of
the issued and outstanding common shares of Sears Canada.
Following the spin-off, Sears Canada will continue to be listed on
the Toronto Stock Exchange.  The Company expects that the spin-off
will be taxable as a dividend to Holdings' stockholders.  The
spin-off is subject to a number of conditions, including approval
of securities filings by the board of directors of Sears Canada,
review by the relevant securities regulators and final approval of
the Holdings board of directors.  Additional information
concerning Sears Canada and the proposed spin-off is contained in
the Registration Statement.

Holdings expects to continue to include Sears Canada as a
consolidated subsidiary in Holdings' Consolidated Financial
Statements following the spin-off.  Holdings has the right not to
complete the spin-off if, at any time, Holdings' board of
directors determines, in its sole discretion, that the spin-off is
not in the best interests of Holdings or its stockholders or is
otherwise not advisable.  Subsequent to the spin-off, Holdings may
sell, hold or distribute to holders of Holdings' common stock any
portion of its remaining interest in Sears Canada.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at April 28, 2012, showed $21.60
billion in total assets, $17.02 billion in total liabilities and
$4.57 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SOLAR MILLENNIUM: Seeks to Stop Suits in U.S.
---------------------------------------------
Solar Millennium AG, subject to insolvency proceedings in Germany,
filed a Chapter 15 bankruptcy petition (Bankr. D. Del. Case No.
12-11722) on June 4, 2012, to stop lawsuits in the U.S.

Rechstanwalt Volker Bohm, the insolvency administrator, says SMAG
commenced insolvency proceedings with a local court in Germany on
Dec. 31, 2011.  The Furth court in February 2012 ascertained that
SMAG is insolvent and over-indebted.  A creditors committee that
includes UniCredit Bank AG as member was appointed.

SMAG is party to multiple proceedings in the U.S., pending before
the Superior Court of the State of California, County of Alameda,
Oakland Division, and the District Court of Clark County, Nevada.
In the case pending in California, the former CEO of SMAG demands
considerable damages for alleged wrongdoings against SMAG and
certain of its subsidiaries.  In the Nevada case, Global Finance
Corp. claims compensation for an alleged breach of a joint venture
agreement.


SHENGDATECH INC: Wants Exclusive Right to File Plan Until Sept. 12
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on June 25, 2012, at 10 a.m. (Prevailing Pacific Time),
to consider ShengdaTech, Inc.'s request for exclusivity
extensions.  Objections, if any, are due June 11, at 4:30 p.m.

The Debtor, in its third request for an extension, asked the Court
to extend its exclusive right to file and solicit acceptances for
the proposed chapter plan until Sept. 17, 2012, and Dec. 11,
respectively.

The Debtor's current exclusivity periods will expire on June 18,
and Sept. 12.  Out of the abundance of caution, the Debtor
requested for the exclusivity extensions to safeguard its
exclusive right to file a plan of reorganization and solicit
acceptances in connection therewith.

According to the Debtor, a hearing to consider approval of the
Disclosure Statement and related solicitation and tabulation
procedures is scheduled for June 25, at 10 a.m.  The Debtor
anticipates that the hearing to consider confirmation of the Plan
will take place on Aug. 30.

                        The Chapter 11 Plan

The Plan provides for the wind-down of the Debtor's affairs and
the Distribution of the Debtor's remaining assets to Creditors.
The Plan establishes, among other things, a Liquidating Trust that
will pursue the PRC litigation, hold and ultimately sell the Faith
Bloom's shares, prosecute certain Causes of Action, pursue any
objections to Claims, execute the provisions governing
Distributions to Holders of Allowed Claims or Allowed Equity
Interests and facilitate the process for resolving Disputed Claims
Filed against the Debtor.

The Plan will be funded by the cash held by the Debtor as of the
Effective Date, and thereafter by the proceeds of the Liquidating
Trust Assets.

A full text copy of the disclosure statement is available for free
at http://bankrupt.com/misc/SHENGDATECH_INC_ds.pdf

                         About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech sought Chapter 11 bankruptcy protection from creditors
(Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in Reno,
Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed US$295.4 million in assets and US$180.9
million in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP.  On Aug. 23, 2011, the Court entered an
interim order confirming the Board of Directors Special
Committee's appointment of Michael Kang as the Debtor's chief
restructuring officer.

Alvarez & Marsal North America, LLC, is the Company's chief
restructuring officer.

As reported in by the Troubled Company Reporter on Sept. 7, 2011,
the United States Trustee appointed AG Ofcon, LLC, The Bank of New
York, Mellon (in its role as indenture trustee for bondholders),
and Zazove Associates, LLC, to serve on the Official Committee of
Unsecured Creditors of ShengdaTech, Inc.

Hogan Lovells US serves as counsel for ShengdaTech's official
committee of unsecured creditors.

The Plan provides for the wind-down of the Debtor's affairs and
the Distribution of the Debtor's remaining assets to Creditors.


SOLYNDRA LLC: U.S. Trustee Balks at Additional Financing
--------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, asks the U.S.
Bankruptcy Court for the District of Delaware to deny Solyndra
LLC, et al.'s motion to extend the commitment termination date and
increase the DIP Commitment.

As reported in the Troubled Company Reporter on May 23, 2012, the
Debtors sought for a Sept. 29 extension of the commitment
termination date and an increase in the amount of borrowing
available from $4 million to $7 million.

The Debtor related that the existing commitment termination date
under the final order is June 2, 2012, and the extent of financing
available to the Debtors is $4 million.

The Debtors proposed to borrow additional funds consistent with
the increased DIP commitment and to make disbursements through the
proposed extended commitment termination date.

The U.S. Trustee objects to the approval of additional borrowings
that are not necessary for the payment of current administrative
expenses, absent demonstrable progress with respect to a Chapter
11 plan.  In particular, the U.S. Trustee objects to the
substantial "catch up" payments to Chapter 11 professionals in
week 43 of the proposed budget attached to the motion.

The U.S. Trustee asserts that funding and approval of the amounts
must be delayed until there is substantive progress in the case,
i.e., confirmation and emergence from chapter 11, rather than just
the filing of a plan of reorganization.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.


SOUTHERN OAKS: Wants Until Aug. 28 to Propose Chapter 11 Plan
-------------------------------------------------------------
Southern Oaks of Oklahoma, LLC, asks the U.S. Bankruptcy Court
for the Western District of Oklahoma to extend its exclusive
periods to file and solicit acceptances for the proposed chapter
11 plan until Aug. 28, 2012, and Oct. 28, respectively.

The Debtor filed its request for an extension before the
exclusive periods was set to expire on May 30.

The Debtor relates that it needs additional time to negotiate with
creditors for a consensual plan; and formulate a viable, feasible
and confirmable Chapter 11 plan.

The Debtor has had discussions with certain secured creditors
regarding workout terms and has taken steps to reach agreeable
terms including the hiring of a real estate broker and entering
into forbearance terms pending liquidation of collateral.

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, owns a 126 unit apartment complex
in south Oklahoma City, 115 single family residences, 10
residential duplexes and 4 commercial properties in the Oklahoma
City Metro area and a 100 unit apartment complex in Pryor,
Oklahoma.  The Company operates the non-apartment properties by
and through an affiliate property management company, Houses For
Rent of OKC, LLC, who advertises, leases, collects rents, pays
expenses, provides equipment, labor and materials for maintenance,
repairs and makeready services.

The Company filed for Chapter 11 bankruptcy (Bankr. W.D. Okla.
Case No. 12-10356) on Jan. 31, 2012.  Judge Niles L. Jackson
presides over the case.  Ruston C. Welch, Esq., at Welch Law Firm
P.C., serves as the Debtor's counsel.  It scheduled $14,788,414 in
assets and $15,352,022 in liabilities.  The petition was signed by
Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.


SP NEWSPRINT: Wants to Extend DIP Loan Termination Until Sept. 17
-----------------------------------------------------------------
SP Newsprint Holdings LLC, et al., ask the U.S. Bankruptcy Court
for the District of Delaware for authorization to enter into an
amendment to the DIP Loan Agreement.

On Jan. 25, 2012, the Court entered the final order (i)
authorizing the Debtors (a) to obtain post-petition secured
financing and (b) to utilize cash collateral; (ii) granting
liens and super-priority claims; and (iii) granting adequate
protection to prepetition secured parties basis and authorizing
the Debtors to incur up to (a) $20 million in postpetition
financing, with  the ability to increase such amount to
$25 million, without the need for further Court approval, plus (b)
other additional amounts necessary to cover interest on
prepetition loans and certain lender professional fees.  The
amount outstanding under the DIP Facility, including approximately
$8 million related to such interest on prepetition loans, is
approximately $33 million.

The DIP Facility is scheduled to expire on June 19, 2012.  The DIP
Loan Agreement Amendment would extend the scheduled termination
date until Sept. 17, 2012.

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

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


THOR INDUSTRIES: Hearing on Futher Cash Collateral Use on June 11
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
scheduled the hearing to consider further use by Thor Industries
LLC of the cash collateral of Tennessee State Bank on June 11,
2012, at 9:00 a.m.

As reported by the Troubled Company Reporter on May 24, 2012,
Judge Marcia Phillips Parsons authorized Thor Industries to use
TSB's cash collateral to fund general ongoing business operations
in accordance with a budget through May 31, 2012.

To secure the aggregate amount of all Cash Collateral used by the
Debtor, Tennessee State Bank is granted (i) a replacement lien and
security interest on all of the Prepetition Collateral and (ii) an
additional postpetition lien and security interest, junior only to
any valid and presently existing liens or security interests, in
the property of the estate.

Prior to the petition date, Thor Industries entered into a Loan
Agreement with Tennessee State Bank to continue the development of
Mountain Cove Marina, a related RV park, and a related campground
facility, all located in Campbell County, Tennessee, on Norris
Lake.  In addition, certain property known as the Hickory Bluff
Marina was pledged as additional Collateral to secure the loan of
Tennessee State Bank and to insure the United States Department of
Agriculture long-term financing of the development project.  As of
March 30, 2012, the total debt owing by Thor Industries to
Tennessee State Bank was $8,471,899 while the appraised value of
the Collateral of the development was $11,875,000.

Thor Industries said it needs the cash collateral for the payment
of its operating budgets and one additional capital expense.  Thor
Industries said it has no present alternative borrowing source
from which it could secure additional funding to operate it
business.  Without the authority to use cash collateral, Thor
Industries said it will be unable to continue its business
operations and propose a plan of reorganization.  Thor Industries
said it will be seriously and irreparable harmed, resulting in
significant losses to the Debtor's estate and its creditors.

                     About Thor Industries

Lake City, Tennessee-based Thor Industries, LLC, filed a Chapter
11 petition (Bankr. E.D. Tenn. Case No. 12-50625) in Greenville on
March 30, 2012.  The Debtor disclosed $11.97 million in assets and
$10.0 million in liabilities as of the Chapter 11 filing.  The
Debtor owns the property in Mountain Lake Marina & RV Resort in
Campground Road, Lake City, Tennessee, worth $11 million and
securing an $8.52 million debt.  The Debtor also owns a property
Hickory Bluff Marina, in Camden County, Georgia, worth $875,000
and securing a $375,000 loan.

Judge Marcia Phillips Parsons oversees the case.  The petition was
signed by R. Steven Williams, Sr., chief manager.


THREESTRANDS BY GRACE: Can Hire Counsel on Flat Fee Basis
---------------------------------------------------------
ThreeStrands by Grace, LLC, won bankruptcy approval to employ Taft
Stettinius & Hollister LLP as counsel nunc pro tunc to Jan. 31,
2012, pursuant to a fixed or flat fee engagement over the
objection of the U.S. Trustee.  The Court finds the arrangement in
the best interest of the Debtor, its estate, and its creditors.

Prior to the Petition Date, the Company executed an engagement
letter and paid the Firm $70,000 as a flat fee and $1,046 as a
chapter 11 filing fee, and the Firm agreed to represent the Debtor
during the entirety of the Chapter 11 case.

The U.S. Trustee argued the engagement of attorneys on a flat fee
basis in bankruptcy could create an unintended superpriority claim
and eliminate certain priorities set forth in the Bankruptcy Code.
In the event of administrative insolvency, attorneys may be
required to share distributions pro rata with other similarly
situated administrative creditors.  The U.S. Trustee asserts that
the engagement proposed by the Firm will alter this priority
structure and create a super priority claim for the Firm in the
event of administrative insolvency.  The U.S. Trustee acknowledges
that flat fee engagements are permitted under both Indiana state
law and the Bankruptcy Code, but by the Objection asks the Court
to require the Firm to disgorge the entire flat fee in the event
of administrative insolvency so that similarly situated
administrative creditors can share pro rata in the assets of the
estate.

In its ruling, the Court noted that, while the Firm preferred to
be engaged on an hourly basis, when the Debtor learned of the
potential costs of such a representation, it requested that the
Firm handle the chapter 11 case for a fixed fee of $70,000.  The
Firm agreed to do so.  The Court also noted the Debtor's strategy
in the case is to consummate a sale of its business or confirm a
plan of reorganization.  To date, there have been no difficult
issues or complexities in the case, and the Court does not
envision any significant change in case posture.

A copy of Bankruptcy Judge James K. Coachys's June 1, 2012 Order
is available at http://is.gd/uFbiNnfrom Leagle.com.

On March 14, 2012, the Court entered a Final Order authorizing the
Debtor to use cash collateral for operating expenses and granting
replacement liens.  Pursuant to that order, the Debtor is required
to adequately protect secured creditors by maintaining the
combined value of cash and net (collectible) receivables at or
above $7,641 during the period of cash use, which is the
cumulative value of those assets as of the Petition Date.

                    About ThreeStrands by Grace

ThreeStrands by Grace LLC operates a 20,000 square foot, faith-
based fitness center on real estate and improvements that it owns
in Indianapolis, Indiana.  It filed for Chapter 11 bankruptcy
(Bankr. S.D. Ind. Case No. 12-00756) on Jan. 31, 2012.


USEC INC: Amends Revolving Credit Facility with JPMorgan
--------------------------------------------------------
USEC Inc. and its wholly owned subsidiary, United States
Enrichment Corporation, entered into a First Amendment to the
Fourth Amended and Restated Revolving Credit Agreement with the
lenders parties thereto and JPMorgan Chase Bank, N.A., as
administrative and collateral agent.  The Amendment amends the
Fourth Amended and Restated Revolving Credit Agreement dated as of
March 13, 2012.  USEC requested the Amendment to permit continued
near-term investment in the American Centrifuge project as it
works to reach a definitive agreement with the U.S. Department of
Energy regarding a cost share research, development and
demonstration program for the project to enhance the technical and
financial readiness of the centrifuge technology for
commercialization.  USEC has begun work on the RD&D program and
has been working with DOE and Congress to secure funding for the
RD&D program.  Under the terms of the existing credit facility,
the Company was subject to significant limitations and
restrictions on its ability to spend on the American Centrifuge
project after May 31, 2012, which were tied to success in entering
into a definitive agreement with DOE regarding the RD&D program.
The Credit Agreement, as amended by the Amendment, provides that
USEC can continue spending without project disruption for an
additional 15 days as it works to reach a definitive agreement
with DOE for the RD&D program.

The Company had a cash balance of approximately $83 million as of
May 31, 2012.  The Company's credit facility consists of an $85
million term loan and a revolving credit facility of $150 million.
Utilization of the Company's $150 million revolving credit
facility as of May 31, 2012, consisted of approximately $18
million of outstanding letters of credit and no short-term
borrowings.

Certain of the lenders, as well as certain of their respective
affiliates, have performed, or may in the future perform, for the
Company and its subsidiaries, various commercial banking,
investment banking, underwriting and other financial advisory
services, for which they have received, customary fees and
expenses.

A copy of the First Amendment is available for free at:

                        http://is.gd/nyicOg

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.54 billion
in total assets, $2.79 billion in total liabilities and $752.40
million in total stockholders' equity.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VISHAY INTERTECHNOLOGY: S&P Rates $150MM Debentures 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Malvern, Pa.-based Vishay Intertechnology Inc.'s $150 million
senior unsecured convertible debentures due 2042. "The rating is
the same as our corporate credit rating on the company. The
recovery rating is '4', indicating average (30%-50%) recovery in
the event of a payment default. Vishay's rating has sufficient
capacity to accommodate the new debt without affecting the
corporate credit rating and stable outlook," S&P said.

"The ratings on Vishay reflect its competitive and fragmented
markets, volatile operating trends through a business cycle, and
expectations for a somewhat leveraged capital structure over time.
The recent convertible senior debenture offering is the third
debt-funded share repurchase transaction over the past three
years. We believe that Vishay preserves some capacity to absorb
semiconductor market cyclicality, albeit reduced following the
recent debenture offering. Pro forma leverage increases to 2.3x
from 2.0x as of March 31, 2012. The company's business profile is
'fair' and the financial profile is 'intermediate,'" S&P said.

"We consider Vishay's historical growth strategies and bias to
shareholder value somewhat aggressive. While Standard & Poor's
expects that, over time, the company is likely to pursue debt-
financed acquisitions, we expect them to be moderate in size and
that additional share repurchase activity will be minimal over the
near term. As a result, the rating allows for capacity to
accommodate the company's current growth strategies and
cyclicality, and could support fully adjusted leverage of about
2.5x through a cycle," S&P said.

RATINGS LIST

Vishay Intertechnology Inc.
Corporate Credit Rating           BB+/Stable/--

New Ratings

Vishay Intertechnology Inc.
Senior Unsecured
  $150 mil convertible debentures  BB+
  due 2042
   Recovery Rating                 4


VITRO SAB: Bondholder Counsel Says Bankruptcy Plan an 'Outrage'
----------------------------------====-------------------------
Patrick Fitzgerald at Dow Jones' DBR Small Cap reports that a
noted bankruptcy law professor said Monday that Mexican glassmaker
Vitro SAB's controversial debt restructuring plan was an "outrage"
that threatened to sever the cross-border business cooperation
between the two nation's legal systems.

                       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.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, 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).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

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.

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.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted to
liquidations in Chapter 7, court records in January 2012 show.  In
December, the U.S. Trustee in Dallas filed a motion to convert the
subsidiaries' cases to liquidations in Chapter 7.  The Justice
Department's bankruptcy watchdog said US$5.1 million in bills were
run up in bankruptcy and hadn't been paid.


WASHINGTON MUTUAL: Oregon Court Nixes Suit Against JPMorgan
-----------------------------------------------------------
Magistrate Judge John V. Acosta of the U.S. District Court for the
District of Oregon, Portland Division, dismissed a lawsuit filed
by Edgar T. Numrich against JPMorgan Chase Bank, N.A., seeking to
recover damages he suffered when JPMorgan attempted to collect on
a debt Mr. Numrich owed Washington Mutual Bank after JPMorgan
entered into an agreement to purchase the Bank.  In the pro se
complaint filed on October 18, 2011, Mr. Numrich alleges JPMorgan
fraudulently represented it had the authority to collect on the
debt.  Mr. Numrich asserts claims for common-law fraud and for
violations of the Racketeer Influenced and Corrupt Organizations
Act based on the predicate acts of mail and wire fraud.  JPMorgan
moves to dismiss the action in deference to a similar state action
between the parties that has been pending for nearly a year.
Alternatively, JPMorgan moves to dismiss the complaint for failure
to state a claim under FED. R. CIV. P. 12(b)(6), for failure to
provide a short and plain statement of the claim under FED. R.
CIV. P. Sea), and for failure to allege fraud with the
particularity required by FED. R. CIV. P. 9(b).  The District
Court finds that Mr. Numrich has failed to allege he was ignorant
of the falsity of the misrepresentations or that he relied on the
misrepresentations to his detriment as required under both claims,
and that he is unable to cure these deficiencies by amendment.

The case is EDGAR T. NUMRICH, Plaintiff, v. JPMORGAN CHASE BANK,
N.A., Defendant, Case No. 3:11-CV-1254-AC (D. Ore.).  A copy of
the Court's May 30, 2012 Opinion and Order is available at
http://is.gd/zjEoNjfrom Leagle.com.


WATERLOO RESTAURANT: Wants to Cancel Lease For Macaroni Grill
-------------------------------------------------------------
Wendy Culverwell at Portland Business Journal reports that
Waterloo Restaurant Ventures has asked the Court to cancel its
lease obligations for former Macaroni Grill locations in Boise,
Idaho; San Jose, Calif.; and Dublin, Calif. All three restaurants
are closed.  A hearing is set for 9 a.m., June 18, in Dallas,
Texas, on the request.

According to the report, Waterloo is a franchisee of Mac
Acquisition LLC, a Dallas-based holding company of Romano's
Macaroni Grill Inc.  Waterloo agreed to a termination and release
agreement that gave it 60 days from Feb. 27 to operate under the
Macaroni Grill name.  The deadline was extended to June 28, 2012.
Officials were not immediately available to explain what will
happen at that time.

                    About Waterloo Restaurant

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue
a sale of the business.  The Debtor has 12 stores are in
California, Oregon and Washington.  The Italian-style casual
dining chain said there was a "dramatic decrease in sales in the
majority of the franchises" the company owns.  Some were
generating negative cash flows from operations.

Judge Barbara J. Houser presides over the case.  Waterloo is
represented by Rochelle McCullough, LLP.  In its schedules,
Waterloo listed $22,912,226 in total assets and $17,455,176 in
total liabilities.

As of April 5, 2012, the Office of the U.S. Trustee has not
appointed an official committee of unsecured creditors.


WAUPACA FOUNDRY: Moody's Assigns 'B1' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service assigned first time ratings to Waupaca
Foundry Inc., including B1 Corporate Family and Probability of
Default Ratings and a B2 rating to the new $260 million senior
secured term loan. The rating outlook is stable.

Funding under the new senior secured term loan, along with partial
funding under a new $225 million senior secured asset based
revolving credit facility (unrated), and equity contributed by
affiliates of KPS Capital Partners, LP, will be used to fund the
purchase of Waupaca by KPS, and pay related fees and expenses. The
acquisition is expected to close by the end of June 2012.

The following ratings were assigned:

Corporate Family Rating, B1;

Probability of Default, B1;

B2 (LGD4, 67%), for the $260 million senior secured term loan

Rating Rationale

The B1 Corporate Family Rating reflects Waupaca's leading position
in the iron castings industry balanced by the company's modest
profit margins and revenue concentrations within the automotive
industry. The company has a long history in the iron castings
industry with revenues concentrated in the automotive light
vehicle and commercial vehicle sectors. Higher demand for
Waupaca's products has been driven by the recovery in the North
American automotive and commercial vehicle industry in recent
years. In addition, the company's competitive position benefits
from a reduction of regional iron casting capacity prior to and
during the last recessionary environment. However, with the vast
majority of revenues generated in North America, Moody's believes
there are high revenue concentrations to North American OEMs.
Waupaca has generated modest profit margins in recent years which
map to the B range under the Global Automotive Parts Supplier
Methodology. While industry conditions are expected to support
higher customer pricing over the near-term, industry competitive
conditions may also drive additional entrants over the
intermediate-term. Pro forma for the transaction at September 30,
2011, EBIT/interest coverage (including Moody's standard
adjustments) approximates 2.9x, and Debt/EBITDA approximates 3.5x.

The stable outlook reflects Waucapa's relatively strong credit
metrics for the assigned rating and adequate liquidity profile.
While the company's metrics are positioned to improve over the
intermediate-term, Moody's believes the threat of new entrants
and/or capacity expansions at competitors over the intermediate-
term may temper sustained margin improvement.

Waupaca should have an adequate liquidity profile over the near
term supported by positive free cash flow and availability under
the asset based revolving credit facility. While the company is
expected to have nominal cash balances as of the closing of the
transaction, Moody's believes that Waupaca's modest working
capital needs will support free cash flow generation over the
near-term. Approximately $113.5 million of drawings under the
proposed $225 million asset based revolving credit facility will
be used to fund the transaction. Borrowing base availability under
the revolving credit facility is expected to support operating
flexibility over the near-term. Financial covenants under the term
loan are anticipated to include a maximum leverage test and a
minimum fixed charge coverage test. The asset based revolver
financial covenant is expected to be a springing minimum fixed
charge coverage test. Alternate liquidity is limited as
essentially all of the company's assets secure the credit
facilities.

An improvement in Waupaca's rating could occur if the company is
able to sustain EBIT/Interest above 3.5x and Debt/EBITDA below
3.0x while demonstrating a financial policy that is focused on
debt reduction rather than shareholder returns.

The rating could be lowered if automotive production levels do not
improve as anticipated or if the company's profit margins
deteriorate to drive EBIT/Interest below 2.0x or Debt/EBITDA to
approach 4x. A deteriorating liquidity profile or shareholder
distributions that signal a shift to more aggressive financial
policies also could lead to a lower rating.

The principal methodology used in rating Waupaca was the Global
Automotive Supplier Industry Methodology published in January
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Waupaca Foundry, Inc., headquartered in Waupaca, Wisconsin, is a
leading iron foundry and manufacturer of gray, ductile and
compacted graphite iron castings. The company's products are sold
into the commercial vehicle, off-highway, agriculture,
construction, hydraulic, and materials handling markets. Revenues
in 2011 were approximately $1.5 billion. The company will be a
wholly-owned subsidiary of affiliates of KPS Capital Partners, LP.


WCI COMMUNITIES: Contempt Suit Survives Motion to Dismiss
---------------------------------------------------------
Bankruptcy Judge Kevin J. Carey denied the request to dismiss the
complaint WCI Communities, Inc., filed against Joseph and Fabiola
Espinal, individually, as parents and natural guardians of Emily
and Camila Espinal, and as representatives of an alleged class of
similarly situated individuals.

The Adversary Complaint was filed in response to the Espinals'
filing of a class action complaint against Heron Bay Community
Association, Inc., Parkland Golf & Country Club Foundation, Inc.,
Venetian Golf & River Club Property Owners Association, Inc.,
Pelican Preserve Community Association, Inc., Rimini Property
Owners' Association, Inc., The Landings at Waterlefe Property
Owners Association, Inc., The Sound at Waterlefe Condominium
Association, Inc., and Toscana II at Renaissance Condominium
Association, Inc.  The Espinals filed the Class Action Complaint
on July 27, 2009, in the Circuit Court of the 17th Judicial
Circuit in and for Broward County, Florida, Case No. 09041473.  No
class has been certified in the adversary proceeding or in the
State Court Action.

The Adversary Complaint has three counts seeking (1) to hold the
Espinals in civil contempt for violating the order confirming the
plan in WCI's bankruptcy case; (2) a declaratory judgment that (i)
the Plan discharged certain claims and liabilities raised in the
Class Action Complaint, and (ii) the Espinals are violating the
Plan and Confirmation Order by pursuing those certain claims
against the WCI entities through the State Court Action; and (3)
damages resulting from the Espinals' breach of contract (i.e., a
breach of the Plan, which the Plaintiff argues is a contract
between the Debtors and their creditors).

The Court set a status hearing on June 18, 2012, at 11 a.m.

The case is, WCI COMMUNITIES, INC., (f/k/a WCI 2009 Corporation)
Plaintiff, v. JOSEPH ESPINAL and FABIOLA ESPINAL, individually and
as parents and natural guardians of EMILY ESPINAL and CAMILA
ESPINAL, minors, and in their capacity as the representatives of
any class Defendants, Adv. Proc. No. 09-52250 (Bankr. D. Del.).  A
copy of the Court's June 1, 2012 Memorandum and Order is available
at http://is.gd/X08LDrfrom Leagle.com.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company
with more than 50 years' experience in the design, construction
and operation of leisure-oriented, amenity rich master-planned
communities.  It has operations in Florida, New York, New Jersey,
Connecticut, Virginia and Maryland.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 1, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management, LLC and WCI 2009 Asset
Holding, LLC filed separate Chapter 11 petitions (Case Nos. from
09-12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represented the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represented the Debtors as
Delaware counsel.  Lazard Freres & Co. LLC acted as the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC served as the
claims and notice agent for the Debtors.  The U.S. Trustee for
Region 3 appointed five creditors to serve on an official
committee of unsecured creditors.  Daniel H. Golden, Esq., Lisa
Beckerman, Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss
Hauer & Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl,
Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl &
Jones LLP, represented the committee.  WCI disclosed total assets
of $2,178,179,000 and total debts of $1,915,034,000 when it filed
for Chapter 11.

The Bankruptcy Court on Aug. 26, 2009, confirmed the Second
Amended Joint Chapter 11 Plan of Reorganization for WCI
Communities, Inc. and its affiliates.  The Plan became effective
Sept. 3, 2009.


WESTERN REFINING: Moody's Upgrades CFR to 'B2'; Outlook Positive
----------------------------------------------------------------
Moody's Investors Service upgraded Western Refining, Inc.'s
Corporate Family Rating (CFR) to B2 from B3 and affirmed the
company's B3 secured note and secured term loan ratings. The
rating outlook was changed to positive from stable.

"The upgrade of the CFR to B2 reflects Western's trend of leverage
reduction between the first quarter of 2011 and the first quarter
of 2012," commented Jonathan Kalmanoff, Moody's Analyst. "The
positive outlook reflects the potential for further leverage
reduction through 2013."

Upgrades:

  Issuer: Western Refining, Inc.

     Probability of Default Rating, Upgraded to B2 from B3

     Corporate Family Rating, Upgraded to B2 from B3

Outlook Actions:

  Issuer: Western Refining, Inc.

     Outlook, Changed To Positive From Stable

Ratings Rationale

The B2 CFR is supported by the company's strong profitability and
free cash flow generation due to its mid-continent location with
access to low priced feedstock crude oil in the current price
environment. The CFR is restrained by a modest level of asset
diversification with the El Paso refinery providing approximately
85% of consolidated throughput capacity and the majority of
EBITDA. The CFR also reflects geographic concentration and small
scale.

The B3 secured note and secured term loan ratings reflect both the
overall probability of default of Western, to which Moody's
assigns a PDR of B2, and a loss given default of LGD4-58%. The
notching between the B2 CFR and the B3 secured term loan and
secured note ratings reflects the higher level of collateral
coverage available to the ABL credit facility relative to the
collateral coverage available to the secured term loan and secured
notes in a default scenario.

The SGL-2 reflects good liquidity through the second quarter of
2013. At March 31, 2012, pro forma for the $75 million and $78
million repayments of term loan debt on April 30, 2012 and May 31,
2012, Western had $221 million of cash. Moody's anticipates that
the company will generate free cash flow through the end of 2013.
As of March 31, 2012 there was $388 million of availability under
the asset based credit facility, which matures in 2016. The size
of the borrowing base under the asset based credit facility is
driven by the value of inventory and receivables and is therefore
sensitive to oil and refined product prices. As of March 31, 2012
the credit facility had a borrowing base of $738 million, with $1
billion in total commitments. The sole financial covenant under
the credit facility is a minimum fixed charge coverage ratio of at
least 1.0x, which only applies when availability under the
facility drops below $50 million or 12.5% of the borrowing base
(whichever is less). As of March 31, 2012 Western's fixed charge
coverage ratio was 6.97x and Moody's anticipates that the company
will be well within compliance with this covenant through the
second quarter of 2013. There are no debt maturities (with the
exception of $3.25 million per year of required amortization on
the term loan) until June 15, 2014 when the $215 million
convertible notes mature. Substantially all of Western's assets
are pledged as security under the credit facility which limits the
extent to which asset sales could provide a source of additional
liquidity.

Moody's could upgrade the ratings if there is at least $325
million of permanent debt reduction from the March 31, 2012 pro
forma adjusted debt level of $824 million, such that in the event
of prolonged unplanned downtime at the El Paso refinery cash flow
from the Gallup refinery could cover interest expense. Moody's
could downgrade the ratings if there is an unexpectedly severe and
prolonged deterioration in sector conditions with realized crack
spreads sustained below $10.00, if there is a leveraging
acquisition, or if liquidity becomes stressed.

The principal methodology used in rating Western Refining, Inc.
was the Global Refining and Marketing Industry Methodology
published in December 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Western Refining, Inc. is an independent refining and marketing
company headquartered in El Paso, Texas.


WILCOX EMBARCADERO: Court OKs Steele George as Bankruptcy Counsel
-----------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Wilcox Embarcadero
Associates, LLC, to employ Steele, George, Schofield & Ramos LLP
as its reorganization counsel.

As reported in the Troubled Company Reporter on Feb. 15, 2012,
according to papers filed by the Debtor in court, Steele George
has extensive experience in the bankruptcy courts in the Northern
District of California.  Its lead attorney, Alan E. Ramos, Esq.,
has represented debtors and creditors as counsel and has been
appointed as reorganization consultant for debtors and creditors
and assisted trustees in several bankruptcy cases.  Mr. Ramos has
been a member of the State Bar of California since 2001 and
admitted to practice in the United States District Court for the
Northern District of California since 2003.

The Debtor believes that Steele George does not hold or represent
an interest adverse to the Debtor or the Debtor's bankruptcy
estate and is a "disinterested person" as that term is defined in
Bankruptcy Code Sec. 101(14).

The Debtor has agreed to pay Steele George its standard hourly
rate. The principal attorney designated to represent the Debtor in
the case is Alan E. Ramos; his standard hourly rate is: $400.

Other attorneys and paralegals may from time to time perform
services for the Debtor. The hourly rates charged by those
individuals will not exceed $400 per hour for attorneys or $150
per hour for paralegals.

In a separate filing, the Debtor asks the Court to designate
Jeffrey A. Wilcox, the Debtor's managing member, as responsible
individual for the Debtor, pursuant to B.L.R. 4002-1.

                About Wilcox Embarcadero Associates

Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Calif. Case No. 12-40758) on Jan. 26, 2012.
Wilcox operates a commercial building, leasing warehouse,
wholesale, retail and office space.  Wilcox operates in the Bay
Area and has been in business for 10 years.  The Debtor says it is
a single asset real estate case.

Steele, George, Schofield & Ramos LLP represents the Debtor in its
restructuring efforts.

In its schedules, The Debtor disclosed $10.2 million in assets and
under $8.6 million in liabilities.  The Debtor's property
secures an $8.55 million debt to Wells Fargo and Owens Mortgage
Investment Fund, LP.

The Debtor said it incurred financial difficulty when its primary
lender, the holder of the First Deed of Trust, refused to extend,
modify or refinance the loan. The Debtor is in negotiations with a
new lender to take out the lender, but needs more time to
accomplish this task.


WILCOX EMBARCADERO: Gabrielson & Company Approved as Accountant
---------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Wilcox Embarcadero
Associates, LLC, to employ Gabrielson & Company as accountant.

As reported in the Troubled Company Reporter on March 21, 2012,
Gabrielson is expected to:

   a. assist the Debtor in the preparation of required financial
   reports to the Court and parties-in-interest, including monthly
   operating reports; and

   b. consult and advise with respect to any other tax and
   accounting matter the Debtor believes are relevant to the
   administration of the bankruptcy estate.

Michael R. Gabrielson has agreed to undertake the matter at his
standard hourly rate of $325.

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

                About Wilcox Embarcadero Associates

Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Calif. Case No. 12-40758) on Jan. 26, 2012.
Wilcox operates a commercial building, leasing warehouse,
wholesale, retail and office space.  Wilcox operates in the Bay
Area and has been in business for 10 years.  The Debtor says it is
a single asset real estate case.

Steele, George, Schofield & Ramos LLP represents the Debtor in its
restructuring efforts.

In its schedules, The Debtor disclosed $10.2 million in assets and
under $8.6 million in liabilities.  The Debtor's property
secures an $8.55 million debt to Wells Fargo and Owens Mortgage
Investment Fund, LP.

The Debtor said it incurred financial difficulty when its primary
lender, the holder of the First Deed of Trust, refused to extend,
modify or refinance the loan. The Debtor is in negotiations with a
new lender to take out the lender, but needs more time to
accomplish this task.


WJO INC: Tristate Capital Wants Ch. 11 Trustee Appointment
----------------------------------------------------------
Secured creditor and party-in-interest Tristate Capital Bank asks
the U.S. Bankruptcy Court for the Eastern District of Pennsylvania
(i) for relief from the automatic stay to enforce all of its
contractual rights against its collateral; or alternatively, (ii)
to appoint a Chapter 11 trustee in the case of WJO, Inc.

On June 16, 2009, Tristate made two loans to the Debtor.  The
Debtor executed a Loan and Security Agreement, a Revolving
Credit Note evidencing a revolving credit facility, and a Term
Note evidencing a term loan.

According to Tristate, among other things:

   -- the debts owed under the loan agreements exceed the value of
      the collateral;

   -- the Debtor commenced the case in bad faith;

   -- the Debtor failed to properly maintain the collateral;

   -- the Debtor has engaged in misconduct -- owner Dr. William J.
      O'Brien III has been underreporting income or diverting cash
      payments belonging to the Debtor; and

   -- the Debtor is in violation of the cash collateral order and
      Tristate has not consented to the Debtor's use of cash
      collateral in light of the defaults;

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.




ZUFFA LLC: Term Loan Upsize Plan No Impact on Moody's 'Ba3' CFR
---------------------------------------------------------------
Moody's Investors Service said that Zuffa's plan to upsize its
senior secured term loan by $50 million will not impact its Ba3
Corporate Family Rating (CFR) and associated debt ratings. The
resultant $475 million term loan (consisting of the original $325
million raised in 2007, the incremental $100 million raised in
2009 and the new $50 million) will continue to be due in June
2015, and Moody's doesn't expect any change to the other terms of
the loan, including the covenants and pricing. Moody's doesn't
anticipate leverage to increase as a result of this transaction
since the company is expected to use the proceeds to pay down its
largely drawn $50 million revolver ($49 million drawn as of
3/31/2012). Since this will free up revolver capacity, Moody's
expects the company to have improved liquidity going forward. The
company also extended the maturity of its revolving facility in
February 2012, to expire in March 2015 instead of June 2012. While
the upsize allows the company the ability to increase debt by
drawing on its revolver, Moody's believes it will continue to
maintain its leverage (about 3.6x at 3/31/2012; including Moody's
standard adjustments) and other credit metrics within the bounds
of its ratings.

Zuffa, LLC d/b/a Ultimate Fighting Championship (Zuffa) is the
world's largest promoter of mixed martial arts (MMA) sports
competition events. Its most prominent brand, the Ultimate
Fighting Championship or "UFC", has the largest platform in the
sport today, and its name is now synonymous with MMA. MMA is an
individual combat sport with international appeal, which uses a
combination of rules and fighting genre, such as boxing, karate,
judo, jiu-jitsu, kickboxing, and wresting among others and is
currently sanctioned by 46 out of 48 state athletic commissions in
the U.S. under the "Unified Rules of MMA".


* Latham Atty's No-Show at Fee Reform Meeting Irks DOJ
------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that the Department of Justice's point man for bankruptcy cases on
Monday challenged attorneys' resistance to his bid to ensure the
"extraordinarily large" fees he says they charge are reasonable
and warranted.

Max Stendahl at Bankruptcy Law360 reports that a Latham & Watkins
LLP partner and vocal critic of a U.S. Department of Justice plan
to reform fees for bankruptcy attorneys was chastised by a Justice
Department official on Monday for failing to attend a public
meeting over the proposal, according to people in attendance.

Jan Baker, global co-chair of Latham's insolvency practice, was
absent from the meeting in Washington, where he was expected to
deliver remarks on the U.S. Trustee Program's plan to update
Chapter 11 billing guidelines, according to Law360.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

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/

Nov. 28, 2011
  BEARD GROUP, INC.
     18th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact:             1-240-629-3300

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/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  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 ***