TCR_Public/120607.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 7, 2012, Vol. 16, No. 157

                            Headlines

AFA INVESTMENT: Taps Kurtzman Carson as Administrative Agent
ALASKA COMMUNICATIONS: Moody's Reviews 'B1' CFR for Downgrade
AMBAC FINANCIAL: Court OKs AAC's Interim Partial Claim Payments
AMERICAN AIRLINES: Flight Attendants Want Basis for CBA Cuts
AMERICAN AIRLINES: WTC Fails in Bid for Adequate Protection

AMERICAN AIRLINES: Citibank Wins in Bid for Adequate Protection
AMERICAN AIRLINES: American Eagle Sale or Spinoff Likely
AMERICAN AIRLINES: Has Court OK for More AvAirPros Work
AMERICAN WEST: Chapter 11 Plan Calls for Equity-for-Debt Swap
AMKOR TECHNOLOGY: Moody's Affirms 'Ba3' CFR; Outlook Stable

ANUPAM LLC: Case Summary & 5 Largest Unsecured Creditors
ARYAN HOSPITALITY: Case Summary & 2 Largest Unsecured Creditors
ASCENDIA BRANDS: Creditors Committee Seeks Case Dismissal
ASHLAND UNIVERSITY: Moody's Reviews 'Ba1' Rating for Downgrade
AUTOS VEGA: Euroclass Motors' Plan Outline Approved

B & K GROUP: Case Summary & 20 Largest Unsecured Creditors
BAKERSFIELD GROVE: Can Employ Danning Gil as Bankruptcy Counsel
BELDEN INC: Miranda Acquisition No Impact on Moody's 'Ba1' Rating
BERNARD L. MADOFF: Rakoff to Decide on 13 Lawsuits in October
BIOMET INC: Moody's Says Dental Business Spin-Off Credit Negative

BOB BAISH: Case Summary & 20 Largest Unsecured Creditors
BON-TON STORES: Moody's Affirms 'Caa1' CFR, Cuts PDR to 'Caa3'
BON-TON STORES: S&P Cuts Rating on Sr. Unsecured Notes to 'CCC'
BUFFETS INC: U.S. Trustee, Others Object to Chapter 11 Plan
CALIFORNIA EQUIPMENT: Case Summary & 9 Largest Unsecured Creditors

CALIFORNIA STATEWIDE: Fitch Cuts Rating on $93MM Bonds to 'BB+'
CASINO TRANSPORTATION: Case Summary & 20 Largest Unsec Creditors
CHART INDUSTRIES: Moody's Upgrades CFR to 'Ba3'; Outlook Stable
CINRAM INTERNATIONAL: French Subsidiary Files for Insolvency
COLUMBIA ENVIRONMENTAL: Involuntary Chapter 11 Case Summary

CONTRA COSTA: S&P Affirms 'BB+' Rating on Series 2007A Bonds
CONTRA COSTA: S&P Affirms 'B' SPUR on Series 2007B Revenue Bonds
CONSTRUCTORA DE HATO: Hires Luis Carrasquillo as Fin'l Consultant
CONSTRUCTORA DE HATO: Hiring Charles Cuprill as Attorneys
DALLAS ROADSTER: Has to File Bankruptcy-Exit Plan by July 15

DALLAS ROADSTER: Hires Michael Quilling Over Receiver Fee Dispute
DEE ALLEN RANDALL: Court OKs Amendment to Ray Quinney Employment
DEE ALLEN RANDALL: Case Trustee Can Hire Reid Collins as Counsel
DEWEY & LEBOEUF: Fifth Third Bank Disputes Liens Over Cash Use
DEWEY & LEBOEUF: Stephen DiCarmine Files Notice of Appearance

DEWEY & LEBOEUF: Attys Join Blank Rome, Wiggin, Cullen
EAST PROVIDENCE, RI: S&P Affirms 'BB+' SPUR on GO Bonds
EVERGREEN TANK: Moody's Upgrades CFR to 'B2'; Outlook Stable
FRANKLIN CREDIT: Case Summary & 6 Largest Unsecured Creditors
GCI INC: Moody's Reviews 'B1' CFR/PDR for Downgrade

GLOBAL AVIATION: Plan Filing Exclusivity Extended Until Oct. 2
GOSPEL RESCUE: Hiring Yumkas Vidmar as Counsel
GOSPEL RESCUE: Sec. 341(a) Creditors' Meeting Set for June 27
HARIRAS INC: Case Summary & 20 Largest Unsecured Creditors
HEMCON MEDICAL: Has Court's Interim Okay to Use Cash Collateral

HNC ACQUISITION: Moody's Affirms 'B2' CFR; Outlook Stable
HOUGHTON MIFFLIN: No Quick Hearing on Venue Transfer
HUDSON TREE: Can Borrow $2.58 Million From Bank7
IGLESIA CRISTIANA: Case Summary & 9 Largest Unsecured Creditors
IMG WORLDWIDE: S&P Revises Outlook to Positive on EBITDA Growth

INTEGRITY FEEDS: Case Summary & 20 Largest Unsecured Creditors
INTERNATIONAL HOME: Has Interim Access to Cash Collateral
INTERNATIONAL MEDIA: Can Hire Houlihan Lokey as Financial Advisor
JEFFERSON COUNTY, AL: Residents, Officials File $1.6BB Claim
JOHN D OIL: Wants Access to Insurance Premium Financing Agreement

KM ASSOCIATES: Summers Group to Invest Under Chapter 11 Plan
KM ASSOCIATES: Court Approves Deal With Lenders on Cash Use
LARSON LAND: Chapter 11 Trustee Hires Ball Janik as Attorneys
LARSON LAND: Chapter 11 Trustee Hires Hawley Troxell as Counsel
LIGHTSQUARED INC: Given Right to Limit Stock, Debt Sales

MADISON 92ND: GECC Allowed 9% Rate on Judgment Claim
MARTINUCCI FAMILY: Voluntary Chapter 11 Case Summary
MIT-HIMA INC: Case Summary & 11 Largest Unsecured Creditors
MEDICAL EDUCATIONAL: Court Stands By Order on Contract Dispute
MORGAN INDUSTRIES: Proposes to Auction Assets July 9

NORBORD INC: S&P Rates New $165-Mil. Senior Secured Notes 'BB-'
NORTHAMPTON GENERATING: Still Considering Plan Options
NORTHAMPTON GENERATING: Asks for Sept. 30 Extension to File Plan
PEARL VALLEY: Resort Seeks Bankruptcy Protection
PEMCO WORLD: To Pay $1.2 Million to Workers at Closing Plant

PENINSULA HOSPITAL: Case Trustee Hires Foy Advisors as Consultant
PITTSBURGH CORNING: Objects to Insurers' Discovery Request
PMI GROUP: Plan Exclusivity Period Extended to Aug. 20
POOLED COLLEGE: Moody's Affirms 'Ba1' Rating on Revenue Bond
POTOMAC SUPPLY: Court OKs Keiter as Tax Advisor

PROCTOR HOSPITAL: Moody's Cuts Long-Term Bond Rating to 'Ba2'
PUENTE HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
QUIGLEY CO: Boosts Asbestos Funds in New Ch. 11 Plan
RCR PLUMBING: Bryan Cave Okayed as Committee's Conflicts Counsel
RIDGE MOUNTAIN: Case Summary & 11 Largest Unsecured Creditors

ROCKY MOUNTAIN: Case Summary & 8 Largest Unsecured Creditors
ROOMSTORE INC: Rejection of Mattress Discounters Deal Affirmed
SAGAMORE PARTNERS: Can Employ Jaroslawicz for Adversary Proceeding
SDA INC: Strauss Auto Shuts Stores, Returns to Ch. 11 to Sell
SIMMONS FOODS: Moody's Upgrades CFR/PDR to 'B3'; Outlook Stable

SIROLLI PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
SOLYNDRA LLC: Has OK to Hire Duff & Phelps as Tax Consultants
SOLYNDRA LLC: Has Court's Nod to Hire Versatax as Tax Consultants
STOCKTON, CA: Bill Passed Allowing Chapter 9 Filing If Talks Fail
TCIM SERVICES: Call Center Operator Files for Quick Sale

THINES LLC: M&T Bank's Time to Respond to Claim Objection Moved
TOMCO FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
VALEANT PHARMACEUTICALS: Moody's Says Add'l. Debt is Credit Neg.
VITRO SAB: Confronts Bondholders Over Bankruptcy Plan Approval
WASTE2ENERGY HOLDINGS: Trustee Hires Squire Sanders as IP Counsel

WAUPACA FOUNDRY: S&P Assigns Prelim. 'B+' Corporate Credit Rating
ZAYO GROUP: Moody's Confirms 'B2' Corp. Family Rating
ZUFFA LLC: S&P Keeps 'BB' Rating on $525MM Loan After $50MM Add-On

* New Jersey Alimony Reform Conference to Be Held June 9
* Moody's Says US LBO Default Recoveries in Line with Non-LBOs

* Robert Doll Leaves Chief Equity Strategist Seat in BlackRock
* TyMetrix Report Says Lawyers Joining $1K Per Hour Club Increase

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

AFA INVESTMENT: Taps Kurtzman Carson as Administrative Agent
------------------------------------------------------------
AFA Investment Inc., et al., seek permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Kurtzman
Carson Consultants LLC as administrative agent, nunc pro tunc as
of the Petition Date.

KCC will, among other things:

           a. assist with the preparation of each of the Debtors'
              schedules of assets and liabilities and statement of
              financial affairs and any amendments or supplements;

           b. tabulate votes and perform related services as may
              be requested or required in connection with any
              Chapter 11 plan(s) filed in the cases and provide
              ballot reports and related balloting and tabulation
              services to the Debtors and their professionals;

           c. generate an official ballot certification and
              testify, if necessary, in support of the ballot
              tabulation results; and

           d. manage any distributions pursuant to a confirmed
              Chapter 11 plan prior to the effective date of such
              plan.

KCC will be paid these hourly rates:

              Clerical                             $40-$60
              Project Specialist                   $80-$140
              Technology/Programming Consultant   $100-$200
              Consultant                          $125-$200
              Senior Consultant                   $225-$275
              Senior Managing Consultant            $295

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

                        About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. is one of the
largest processors of ground beef products in the United States.
The Company has five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA has seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
percent of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  McDonald Hopkins LLC and Potter Anderson &
Corroon LLP represents the Committee.


ALASKA COMMUNICATIONS: Moody's Reviews 'B1' CFR for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Alaska
Communications Systems Holdings including its B1 Corporate Family
Rating ("CFR") and Probability of Default Rating ("PDR"), on
review for downgrade, upon the Company's announced plan to sell
select wireless assets to GCI, Inc. in exchange for $100 million
of cash. GCI and ACSH will also form a wireless joint venture in
which GCI will own 66.7% and ACSH the remaining 33.3%. The review
is prompted by Moody's concerns that the complexities associated
with forming and running the wireless joint venture could lead to
a deterioration in operational performance and a weakening of
credit metrics. The Alaskan wireless market is set to become much
more competitive as Verizon Wireless is expected to enter the
market later this year. In addition, regulatory changes are
reducing high margin urban CETC revenues that previously
benefitted ACSH.

Ratings Rationale

The review will focus on: 1) Verizon Wireless's potential impact
on the JV's market share and operating performance; 2) the
benefits and risks to ACSH from the formation of JV; 3) the
financial implications of the Company's strategic decision to
expand its wireline operations; and 4) an assessment of the likely
impact of the joint venture on the Company's credit metrics,
particularly its debt to EBITDA ratio, liquidity and free cash
flow generation. In addition, the review will also consider the
implications from ACSH's stated intention to use the upfront $100
million of cash proceeds to strengthen its balance sheet and
liquidity.

The principal methodology used in rating Alaska Communications was
the Global Telecommunications Industry Methodology published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


AMBAC FINANCIAL: Court OKs AAC's Interim Partial Claim Payments
---------------------------------------------------------------
Ambac Assurance Corporation disclosed that, following a hearing
held on June 4, 2012, the Circuit Court for Dane County, Wisconsin
approved two motions submitted by the Wisconsin Commissioner of
Insurance, acting as the Rehabilitator of the Segregated Account
of Ambac Assurance.

The first motion sought to allow the Segregated Account to begin
paying in cash 25% of each permitted policy claim that has arisen
since the commencement of the rehabilitation proceedings for the
Segregated Account and of each policy claim submitted and
permitted in the future.  Ambac Assurance anticipates beginning to
make these claim payments in the third quarter of 2012.

The second motion sought approval to permit Ambac Assurance to
exercise two call options to purchase approximately $789 million
of surplus notes issued by Ambac Assurance.  Ambac Assurance
issued exercise notices relating to one call option on $500
million of surplus notes, expiring on June 7, 2012.  Ambac
Assurance anticipates exercising the remaining call option before
its expiry date on November 30, 2012.

Ambac Assurance is a guarantor of public finance and structured
finance obligations, and is the principal operating subsidiary of
Ambac Financial Group, Inc.

                       About Ambac Financial

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

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICAN AIRLINES: Flight Attendants Want Basis for CBA Cuts
------------------------------------------------------------
Lisa Sass and scores of American Airlines flight attendants wrote
to the Bankruptcy Court, denying AMR's claims that flight
attendants working at least 70 hours earn $64,000 pay on average,
among other things.  The employees emphasize that they have to
work more in order to earn a little.  They are asking Judge Sean
Lane to compel AMR to substantiate its claims that the contracts
need to be rejected by the Company.

H.D. Brown, Jr. asks the Court to instruct AMR to reinstitute the
retirement benefit payments immediately.

Linda D. Madrid and other former employees blamed the Company's
decisions, including senior management bonuses, that led to its
bankruptcy filing.  Candace Raff seeks that employees who will be
out of jobs as a result of American's restructuring be given a
year's salary and medical insurance until they can find jobs.

Philip S. Morris wants American to keep its Nashville, Tenn.
fueling facility as a net asset to the company.  James McGovern, a
captain with American Airlines, expressed his support of the
proposed merger between American Airlines and US Airways.

Shareholder Harold G. Plog seeks the Court's permission to
individually file a proof of interest.

                           *     *     *

Counsel to the Debtors, Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, in New York, responded to the letters of
H.D. Brown, Jr. and Harold G. Plog to the Court.

In his letters, Mr. Brown alleged that American Airlines should be
compelled to reinstate certain payments under the American
Supplemental Retirement Plan for Officers because (a) he was not
informed that the SERP was a "non-qualified" benefit owned by
American at the time of his retirement, and (b) non-payment of
those amounts would cause him hardship.

Mr. Youngman said that regardless of whether the SERP constitutes
a "qualified" or a "non-qualified" plan, Mr. Brown may have a
claim as an unsecured creditor of American with respect to unpaid
portions of Mr. Brown's monthly pension benefit under the SERP.
To preserve his rights with respect to that claim, Mr. Brown may
need to file a proof of claim in accordance with the Bankruptcy
Code and orders issued by the Court.

As to Mr. Flog's letters, Mr. Youngman noted that the Court
recently granted American's motion to establish deadlines to file
claims.  Per that order, shareholders are not required to file a
proof of claim based exclusively upon the ownership of common
stock in American Airlines, unless that shareholder is also
asserting a claim against American.  Consequently, the Court
appears to have complied with Mr. Flog's request in the Letters,
which the Debtors now deem as resolved, Mr. Youngman said.

                      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: WTC Fails in Bid for Adequate Protection
-----------------------------------------------------------
For reasons stated at a hearing, Judge Sean Lane denied a joint
motion by Wilmington Trust Company and U.S. Bank National
Association to condition AMR Corp. and its affiliates' use of
property on provision of adequate protection.

In their joint request, the Trustees seek adequate protection of
an alleged interest in collateral, consisting of American
Airlines' interest in certain slots, gate leaseholders, and route
authorities, securing $1 billion in principal amount of those
certain 7.5% Notes issued by American pursuant to a March 15,
2011 indenture and related security agreements.

The Debtors and several parties objected to the joint request.

The Debtors insisted that a substantial cushion exists in their
collateral for the benefit of both the Trustees, which in and of
itself constitutes more than sufficient adequate protection.
Indeed, using the lowest appraised value in the range of
appraised values set forth in the most recent appraisal of the
SGR Collateral, dated November 28, 2011 and delivered pursuant to
the valuation methodology required by, the Indenture, the low
point of the value range provides the Trustees with an equity
cushion in the SGR Collateral in excess of $500 million, and at
the high range the cushion exceeds $1 billion, the Debtors said.
The Debtors also contended that the Trustees have failed to
demonstrate that the value of the Collateral is likely to
decrease during the pendency of these bankruptcy cases.

The Official Committee of Unsecured Creditors joined in the
Debtors' Objection.  The Creditors' Committee noted that the
Trustees admitted that the value of the SGR Collateral securing
the Senior Secured Notes was approximately $1.53 billion.  Thus,
a $530 million equity cushion, equal to 53% of the original
aggregate amount of the Senior Secured Notes, more than
adequately protects the Trustees from any diminution in their
interest in the SGR Collateral.

The City of Chicago asserted that a lien on the domestic
exclusive use premises or internal use premises would constitute
a default under its agreements with the Debtors.  Passenger
facility charges or PFCs are not property of the Debtors' estates
and cannot be used as adequate protection, the City insisted.

The City is represented by:

        Diane M. Pezanoski, Esq.
        Ester E. Tryban-Telser, Esq.
        30 North LaSalle Street, Room 900
        Chicago, IL 60602
        Tel: (312) 744-6996/1846
        Fax: (312) 744-6798
        E-mail: etrybantelser@cityofchicago.org

             - and -

        Allen G. Kad, Esq.
        GREENBERG TRAURIG, LLP
        200 Park Avenue
        New York, NY 10166
        Tel: (212) 801-9200
        Fax: (212) 801-6400
        E-mail: kadisha@gtlaw.com

             - and -

        David D. Cleary, Esq.
        GREENBERG TRAURIG, LLP
        2375 E. Camelback Road, Ste. 700
        Phoenix, AZ 85016
        Tel: (602) 445-8579
        Fax: (602) 445-8100
        E-mail: clearyd@gtlaw.com

The Bank of New York Mellon Trust Company, N.A., as indenture
trustee for approximately $1.2 billion in JFK Special Facility
Revenue Bonds, $300 million in LAX Facilities Sublease Revenue
Bonds, and $450 million in Tulsa Revenue Bonds, asserted that any
relief granted to the Trustees should be conditioned to these
terms, including: any adequate protection granted to the Trustees
must recognize and preserve the extent and priority of BNY
Mellon's preexisting interests in its collateral.

In their omnibus reply, the Trustees emphasized that the SGR
Collateral, while extremely valuable, is subject to fluctuation
and potential diminution in value during these Chapter 11 cases.
"Indeed, the risk of a diminution in value is starkly
demonstrated by American's own appraisals of the SGR Collateral,
which purport to show an $840 million decline in value of the
Collateral in the nine months preceding the Petition Date -- a
decline of over 35%," counsel to the Trustees, Tyson M. Lomazow,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York,
argued.  Simply put, no one reasonably can dispute - and no one
has disputed - that there is at least some risk that the value of
the Trustees' interests in the SGR Collateral may decline during
these Chapter 11 cases, he insisted.  He further clarified that
the relief sought in the joint motion does not impair the rights
of BNY Mellon or the City.

                           *     *     *

In a related request, the Trustees sought and obtained the
Court's permission to file under seal a declaration filed by
Richard J. Bernard, Esq., at Foley & Lardner LLP, in New York,
counsel for U.S. Bank.  The Declaration appends copies of the
indenture, security documents and valuation of American Airlines
London Pacific Routes, which fall within the scope of commercial
information subject to protection under Section 107(b)(1) of the
Bankruptcy Code, the Trustees said.

                      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: Citibank Wins in Bid for Adequate Protection
---------------------------------------------------------------
Judge Sean Lane entered an order granting adequate protection to
Citibank, N.A., after AMR Corp. and the bank agreed to resolve
issues related the bank's request.  Specifically, Citibank is
granted, as adequate protection for the Debtors' continued use of
the bank's collateral and the imposition of the automatic stay, an
allowed super-priority administrative claim against the Debtors.

Citibank joined in the request by Wilmington Trust Company and
U.S. Bank National Association for adequate protection with
respect to their alleged interest in collateral, consisting of
American Airlines' interest in certain slots, gate leaseholders,
and route authorities, securing $1 billion in principal amount of
certain 7.5% Notes issued by American pursuant to a March 15,
2011 indenture and related security agreements.

American and Citibank are parties to an AAdvantage Participation
Agreement, dated June 10, 2008, with respect to Citibank's
participation in American's travel rewards program.  In September
2009, the parties amended the Participation Agreement and entered
into an arrangement under which Citibank paid $1 billion to the
Debtors to pre-purchase AAdvantage(R) Miles(TM).  In the event
that the Agreements were to be rejected or breached or
terminated, Citibank would have a multi-billion contractual
damages claim.

Representing the bank, Marshall S. Huebner, Esq., at Davis Polk &
Wardwell LLP, in New York, asserts that the imposition of the
automatic stay and the continued use of the Collateral during
these Chapter 11 cases have put the value of Citibank's interests
in the Collateral at risk.  He avers that the value of the
Collateral has dropped precipitously in the months immediately
preceding the Petition Date -- possibly by over $800 million in
approximately eight months.

In light of the fact that Citibank's interests in the Collateral
are junior to the interests of the holders of the Senior Secured
Notes, Citibank's entitlement to adequate protection is even more
acute than the Trustees, Mr. Huebner contends.  The longer the
Debtors remain in bankruptcy, the greater the possible
uncertainty surrounding the continued viability of the Citi
AAdvantage Program and, consequently, the greater the risk of
erosion to the goodwill associated with the Citi AAdvantage
Program and, by extension, the value of the Program Collateral,
he stresses.

In their motion to assume certain executory credit card and
payment agreements, the Debtors said "the Participation Agreement
is an extremely valuable asset that must be preserved" and that
"if the relationship with Citibank was to be impaired, or if the
Debtors and Citibank were unable to fully exploit the benefits of
the Participation Agreement, the Debtors' revenues undoubtedly
would decrease significantly, to the detriment and prejudice of
all parties-in-interest.  Mr. Huebner thus asserts that the
immediate final assumption of the Agreements is a central element
of an appropriate adequate protection package for Citibank's
interests in the Collateral.  Citibank is also entitled to
additional adequate protection of its interests in the
Collateral, he adds.

                           Parties React

The Debtors, the Official Committee of Unsecured Creditors and
other parties responded to Citibank's request for adequate
protection.

Counsel to the Debtors, Stephen Karotkin, Esq., at Weil, Gotshal
& Manges LLP, in New York, asserts that the midpoint appraised
value of the range of appraised values of the SGR Collateral
alone provides Citibank with approximately $800 million of
collateral coverage, without taking into account Citibank's
Program Collateral, which Citibank has acknowledged its extremely
valuable.  The Debtors believe that the value of Citibank's
interest in the SGR Collateral and in the Program Collateral is
in excess of any claims Citibank may have and provides a
substantial equity cushion representing more than sufficient
adequate protection.

The Official Committee of Unsecured Creditors joins in the
Debtors' Objection, insofar as Citibank and the Trustees assert
security interests in the same collateral.

In response to the Debtors and the Creditors' Committee, Mr.
Huebner argues that they incorrectly allege that Citibank has
failed to meet its burden of demonstrating that the Collateral is
declining in value.  Indeed, the Debtors' own appraisals -- filed
on Form 8-K literally the day before the Petition Date --
demonstrate a massive decline in the value of the SGR Collateral,
and there is no evidence that such decline ceased upon the
commencement of these Chapter 11 cases, he points out.  He
insists that Citibank has secured claims and the SGR Collateral
is insufficient to adequately protect Citibank due to its
diminishing value and the continuing accrual of fees and interest
in favor of the Senior Secured Notes.  More importantly, neither
the Debtors nor the Creditors' Committee has demonstrated that
the value of the Program Collateral is sufficient to create an
equity cushion, he avers. But the Court does not need to decide
these issues at this time, because Citibank only requests liens
and claims for and to the extent of postpetition diminution, the
quantum of which would, if necessary, be determined at
confirmation, he adds.

The Bank of New York Mellon Trust Company, N.A., as indenture
trustee for certain special airport revenue bonds and the City of
Chicago also object to the extent the relief seeks to obtain
liens and security interests on assets BNY Mellon or the City has
an interest in.


AMERICAN AIRLINES: American Eagle Sale or Spinoff Likely
--------------------------------------------------------
American Eagle Chief Executive Officer Daniel Garton said the
company may be spun off to shareholders after it emerges from
bankruptcy, Joshua Freed of The Associated Press reported.

It is unclear what structure American Airlines or Eagle will have
after Chapter 11, the CEO said in a conference, according to the
report.  Still, the possibility remains that Eagle will be sold or
spun off to future shareholders, according to the CEO, the report
relayed.  He also noted that it is not clear what the final
shareholder setup will be, the report added.

The Associated Press noted that parent AMR Corp. tried to sell
Eagle before filing for Chapter 11 protection, but a deal did not
materialize.  The report said that American Eagle is in a tough
spot, given that most of its planes are unprofitable at today's
fuel costs.

Mr. Garton confirmed that American Eagle is in talks with its
lenders and other parties over the future of most of those
planes, the report said.  Eighteen of its 37-seat regional jets
have already been returned to Embraer, the report added.
Moreover, Eagle has 47 65-seater Bombardier CRJ 700s, which the
company is keeping, the CEO said.

American Eagle provides nearly all of American's feeder flights,
according to the report. A unit of Republic Airways Holdings Inc.
takes care of 15 regional flights for American from Chicago, the
report added.

                      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: Has Court OK for More AvAirPros Work
-------------------------------------------------------
Judge Sean Lane approved AMR Corp. and its affiliates'
supplemental application to employ Airport & Aviation
Professionals Inc. as their consultants, nunc pro tunc to
Jan. 23, 2012.

The Debtors require AvAirPros' assistance in developing
preliminary space plans and providing design and construction
support for up to 26 of the Debtors' airport terminal facilities.
AvAirPros has agreed to provide these supplemental services to
the Debtors, including:

  (a) Collect or review current airport space drawings and
      Available AutoCAD files.  AvAirPros will coordinate with
      American's Corporate Real Estate Properties and Facilities
      Representatives to secure electronic drawing files for
      each airport, where possible;

  (b) For airports without electronic space plans, AvAirPros
      will develop preliminary space plans from available lease
      drawings.  If necessary, AvAirPros will travel to the
      local airport or coordinate with local staff to verify
      existing facilities;

  (c) Develop preliminary space plans for each airport that
      addresses the space reduction objectives determined by the
      Quick Look Analyses with a minimal amount of design effort
      and construction expenditure;

  (d) Each space plan shall identify room functions, door and
      window locations, rough dimensions, approximate areas,
      space to be retained by American, space to be returned,
      and any major scopes of work;

  (e) Develop two alternative facility solutions to achieve
      space or gate reduction objectives;

  (f) Coordinate with the respective American Corporate Real
      Estate Properties or Facilities Representative regarding
      key assumptions, including any lease specific or local
      policies that may impact the space plan and all
      assumptions made;

  (g) Coordinate with the local General Manager and American
      Facilities Representative on alternatives and any special
      conditions;

  (h) Coordinate and secure final agreement by American
      representatives; and

  (i) Develop planning level design and construction estimates.

AvAirPros's professionals will be paid according to their
customary hourly rates:

           Title                       Rate per Hour
           -----                       -------------
           Officer                         $231
           Senior Managing Director        $215
           Managing Director               $205
           Senior Director                 $193
           Director                        $179
           Senior Manager                  $158
           Manager                         $143
           Consultant                      $130
           Administrative                   $63

AvAirPros will also seek reimbursement for expenses to be
incurred.  The firm estimates the fees and expenses for the
Supplemental Services will total $136,000.  This estimate does
not represent a cap on AvAirPros' compensation for the
Supplemental Services, which are subject to the Fee Guidelines.

Kevin Corrigan, vice president at AvAirPros, insists that his
firm remains 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 WEST: Chapter 11 Plan Calls for Equity-for-Debt Swap
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports American West Development Inc. filed a Chapter 11 plan
last week hammered out with secured lenders owed $177.5 million.
The lenders will take ownership and receive a new $49.6 million
mortgage in return for existing debt.  They will invest
$10 million to be used as working capital to make payments under
the plan.

According to the report, there will be a hearing on July 10 in
U.S. Bankruptcy Court in Las Vegas for approval of the explanatory
disclosure statement.  Unsecured creditors with $18 million or
less in claims will share a pot of $1.5 million.  If the class of
unsecured creditors accepts the plan by the requisite percentage,
the secured lenders won't assert their $128 million deficiency
claim as an unsecured claim.  Purchasers with claims for alleged
construction defects will share $1.5 million plus proceeds of
insurance.  The disclosure statement estimates that defect claims
aren't likely to exceed $20 million.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55,392,951 in assets and
$208,495,200 in liabilities as of the Chapter 11 filing.


AMKOR TECHNOLOGY: Moody's Affirms 'Ba3' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service affirmed Amkor Technology, Inc.'s
Corporate Family Rating (CFR) at Ba3, but lowered the Speculative
Grade Liquidity Rating to SGL-2 from SGL-1, following Amkor's
announcements that it is both increasing its capital expenditure
budget to $550 million and will invest an additional $350 million
over the next 3 to 4 years to construct a new factory and research
facility in the Incheon Free Economic Zone near Seoul, Korea.

Due to the increased capital expenditures, Moody's expects free
cash flow (FCF) will be negative by approximately $165 million in
2012. Moreover, Moody's expects that Amkor will repurchase shares
under the $167 million authorization remaining in 2012, reducing
Amkor's cash balance.

Nevertheless, Moody's assumes that Amkor will not allow its cash
balance to drop below $200 million. Moreover, Moody's notes that
the capital expenditures will add production capacity to meet
increased demand from specific Amkor customers and will be
concentrated in the first half of 2012. Thus, Moody's expects that
the increased demand and lower capital expenditures in late 2012
will result in FCF turning less negative as 2012 progresses. FCF
should become positive in 2013, resulting in an expanding cash
balance assuming that Amkor refrains from further share
repurchases after 2012. Likewise, the new production facility in
Korea, which will include a research and development facility as
well as an advanced packaging facility, should enhance Amkor's
competitive position in Asia once the facility is completed in the
next three or four years.

Given Moody's expectation of a return to positive FCF in 2013, the
cash balance supplemented by the unused $100 million revolver
represents "good" liquidity and thus supports the SGL-2 rating.

The following ratings were affirmed (LGD assessments revised):

Senior Notes due 2021, Ba3 (LGD4-55%)

Senior Notes due 2018, Ba3 (LGD4-55%)

Corporate Family Rating, Ba3

Probability of Default Rating, Ba3

The following ratings were lowered :

Speculative Grade Liquidity, to SGL-2 from SGL-1

Rating Rationale

The Ba3 corporate family rating (CFR) reflects Amkor's solid
business position as the second largest semiconductor assembly and
testing services provider in the world after market leader
Advanced Semiconductor Engineering ($4.3 billion of OSAT revenues
in 2011), with a broad portfolio of advanced manufacturing
technologies for semiconductor chip finishing and testing. The Ba3
rating recognizes that Amkor is better positioned than many of its
peers due to its scale in research and development and
manufacturing, with over five million square feet of manufacturing
space spread over five Asian countries. This scale should enable
Amkor to benefit from the secular outsourcing trend in
semiconductor production, as semiconductor companies increasingly
outsource manufacturing as part of their "fabless" or "fab-lite"
manufacturing models.

Nevertheless, the assembly and test segment of the semiconductor
industry is capital intensive. Demand is highly cyclical due to
the dependence on the semiconductor industry, as evidenced by the
declines in revenue and margins during 2009 and 2011. Moreover,
Amkor has a high revenue concentration to two key customers (Texas
Instruments and Qualcomm), leaving revenues vulnerable to the loss
of either customer and margins constrained due to the negotiating
leverage held by these customers. The Ba3 CFR anticipates
financial leverage will be sustained under 3.0x total debt to
EBITDA (Moody's standard adjustments) over time, and Moody's
expects EBITDA to expand as the semiconductor industry recovers
from a cyclical downturn, improving the ratio of debt to EBITDA
(Moody's standard adjustments) to below 2.5x over the next year.

The stable rating outlook reflects Moody's expectation that the
increased capital expenditures will result in improved
profitability by late 2012. Moody's also expects that Amkor will
maintain its number two OSAT market position by focusing on
profitable growth areas where it has technological leadership,
maintaining steady relationships with its Tier-1 customer base,
closely managing its cost structure and capital investments in
concert with customer end market demand. Based on Moody's
expectation that semiconductor demand will increase in 2012 from
the depressed levels of the second half of 2011, resulting in
higher EBITDA such that the ratio of debt to EBITDA will decline
to below 2.5x over the next year.

Ratings could be upgraded if Amkor increases revenues organically
at rates exceeding its three key competitors (Advanced
Semiconductor Engineering, Siliconware Precision Industries, and
STATS ChipPAC), indicating increasing market share. The resulting
increased scale should produce operating margins in the low to mid
teens, such that Moody's believes that Amkor will generate a
higher sustainable EBITDA to reduce financial leverage to less
than 2.0x total debt to EBITDA (Moody's standard adjustments) and
EBITDA to interest expense above 6.0x (Moody's standard
adjustments) across a business cycle.

Ratings could be lowered if Amkor experienced a sustained revenue
contraction or market share erosion, or if Moody's believes that
the operating profit margin will remain below 7%. Likewise, the
rating could be lowered if Amkor engages in large debt-funded
acquisitions or share repurchases, or Moody's believes that debt
to EBITDA (Moody's standard adjustments) will remain above 4.0x
for a sustained period.

The principal methodology used in rating Amkor was the Global
Semiconductor Industry Methodology published in November 2009.
Other methodologies used include Loss Given Default for
Speculative

Grade Issuers in the US, Canada, and EMEA, published in June 2009.

Amkor, based in Chandler, Arizona, is one of the largest providers
of outsourced semiconductor assembly and test (OSAT) services for
integrated semiconductor device manufacturers (IDM) as well as
fabless semiconductor companies.


ANUPAM LLC: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Anupam, LLC
        5455 Windward Parkway
        Alpharetta, GA 30004

Bankruptcy Case No.: 12-64140

Chapter 11 Petition Date: June 4, 2012

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

Debtor's Counsel: Bryan M. Knight, Esq.
                  KNIGHT & JOHNSON LLC
                  1360 Peachtree Street, Suite 1201
                  Atlanta, GA 30309
                  Tel: (404) 228-4822

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its five largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ganb12-64140.pdf

The petition was signed by Anup Patel, manager.


ARYAN HOSPITALITY: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Aryan Hospitality, LLC
        dba Suburban Extended Stay Hotel
        10614 Abercorn Ext.
        Savannah, GA 31419

Bankruptcy Case No.: 12-41077

Chapter 11 Petition Date: June 4, 2012

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

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

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

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

A copy of the Company's list of two largest unsecured creditors is
available for free at http://bankrupt.com/misc/gasb12-41077.pdf

The petition was signed by Kishor Virani, manager/member.


ASCENDIA BRANDS: Creditors Committee Seeks Case Dismissal
---------------------------------------------------------
BankruptcyData.com reports that Ascendia Brands' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a motion for an order dismissing the case and mandating that
the Debtors, ASK Financial and the DIP lenders transfer all
interest of the general unsecured creditors to an agent appointed
by the committee and authorizing the agent to distribute the funds
to non-priority general unsecured creditors on a consolidated
basis.  According to the committee, $771,862 is currently
available for distribution in accordance with the sharing
provision in the Debtors' final DIP order.

                      About Ascendia Brands

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- was, prior to the sale of
substantially all of its assets during bankruptcy, a manufacturer
and seller of branded and private labeled health and beauty care
products in North America, including Baby Magic, Binaca, Mr.
Bubble, Calgon, Ogilvie, the healing garden, Lander and Lander
Essentials.  Remaining assets consist almost entirely of accounts
receivable.

The Company and six of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-11787) on Aug. 5,
2008, disclosing $194.8 million in total assets and $279.0 million
in total liabilities.

Kenneth H. Eckstein, Esq., and Robert T. Schmidt, Esq.,
at Kramer Levin Naftalis & Frankel LLP, serve as bankruptcy
counsel to the Debtors.  M. Blake Cleary, Esq., Edward J.
Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel.
Epiq Bankruptcy Solutions LLC is the notice, claims and balloting
agent to the Debtors.


ASHLAND UNIVERSITY: Moody's Reviews 'Ba1' Rating for Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed Ashland University's Ba1
rating under review for possible downgrade. The rating action
impacts $39 million of the outstanding Series 2010 revenue bonds
issued through the Ohio Higher Educational Facility Commission.
Moody's expects to conclude its review within the next 90 days.

Summary Rating Rationale

The rating action reflects a meaningful unanticipated decline in
the university's fall 2011 enrollment and steep decline in net
tuition revenue projected for FY 2012. The rating also reflects
high reliance on student charges as a revenue source (88%), the
highly competitive student market environment in which Ashland
operates, rising debt, very thin unrestricted monthly liquidity
that does not fully cover demand debt, and thin headroom to its
covenant requirements which could result in an acceleration of
principal. While the university reports it has significantly cut
expenses to offset the decline in revenue, it projects an
operating deficit for FY 2012.

Moody's review will focus on an assessment of the university's
liquidity, as well as the terms and conditions of the bond
documents related to the Series 2011, Series 2011A, and Series
2011B bonds - all of which are in the form of private bank loans
-- and more concrete enrollment projections for fall 2012, as well
as the outcome of the university's FY 2012 financial position
relative to its covenant requirements and any potential
acceleration of principal should the university breech any
covenants. Given Ashland's thin liquidity, acceleration of its
debt could lead to a multi-notch downgrade.

Challenges

* Highly competitive student market coupled with stress on the
university's market position evidenced by a steep, unanticipated
decline in enrollment with limited ability to regain market share
due to program offerings in fields with declining demand or
offered for a lower cost at competing higher education
institutions. Moody's notes, however, the university has a nursing
program, a high demand field, which had stable enrollment growth
in fall 2011 from fall 2010.

* Debt structure, which includes a portfolio with interest rate
risk associated with variable rate debt, acceleration provisions
based on covenant requirements, and bullet maturities. There is a
$17.9 million bullet payment due in 2015. The university's monthly
liquidity is insufficient to cover its demand debt, with monthly
liquidity to pro forma demand debt of 0.43 times.

* Limited monthly liquidity of $17.6 million, providing just over
67 days of funds available within one month to support operations;
however, the university's liquidity position has improved since FY
2009 when monthly liquidity provided just 14 monthly days cash on
hand.

* Rising debt and thin balance sheet cushion with $14.9 million
of expendable resources (excludes plant equity) covering pro-forma
debt and operations 0.16 times and 0.15 times, respectively, but
is slightly stronger than in prior years.

* Significant reliance on student tuition and fees, which
represented almost 88% of Moody's calculated operating revenue in
FY 2011 and projected significant decline in net tuition in FY
2012, an important credit factor given the university's high
dependence on student charges.

* Deterioration in operating performance with management
projecting a significant loss compared to prior years, which
places pressure on covenant thresholds and debt service coverage.

* Management turnover within the last two years in key areas of
enrollment and fundraising.

Strengths

* Growth in unrestricted financial resources to $10.8 million in
FY 2011 from negative $3.4 million in FY 2009, but unrestricted
resources remain modest compared to FY 2011 total financial
resources of $58.5 million.

* Favorable history of fundraising evidenced by a three-year
average gift revenue of $10.1 million from FY 2009-FY 2011, albeit
gift revenue is less than in FY 2007 and 2008. The university is
in the early stages of the quiet phase of a capital campaign.

* Approximately $29 million of the university's debt is
associated with pledge payments and the university's fixed rate
debt has a relatively rapid pay down schedule ($5 million
principal payment with 2024 maturity).

Principal Rating Methodology

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


AUTOS VEGA: Euroclass Motors' Plan Outline Approved
---------------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico approved the disclosure statement in
support of the Chapter 11 plan of Euroclass Motors, Inc.

The proposed Chapter 11 Plan dated Jan. 30, 2012, provides for the
full payment of the secured claim of the Debtor's lender, Reliable
Finance Holding Company, estimated at $1.67 million.  Holders of
general unsecured claims, estimated at $1.49 million, are expected
to have a 13% recovery.  Equity interests in the Debtor will be
retained.

Holders of administrative expense claims, estimated at $114,500,
and allowed priority tax claims, estimated at $16,000, are
unimpaired under the Plan.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/EUROCLASS_DSJan30.PDF

                        About Autos Vega

Autos Vega, Inc., is a car dealership engaged in the sales of new
and used cars and trucks car parts, accessories and providing
vehicle repair and maintenance, based in San Juan, Puerto Rico.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 11-05773) on July 6, 2011.  The Debtor disclosed
US$22,959,296 in assets and US$34,224,323 in liabilities.

The Charles A. Curpill, PSC Law Office, in San Juan, Puerto Rico,
serves as counsel to the Debtor.  Luis R. Carrasquillo Ruiz, CPA,
is the Debtor's accountant.

Affiliate Euroclass Motors, Inc. filed for Chapter 11 protection
(Bankr. D. P.R. Case No. 11-05772) on July 6, 2011.


B & K GROUP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: B & K Group, Inc.
        3700 South Division
        Blytheville, AR 72315

Bankruptcy Case No.: 12-13283

Chapter 11 Petition Date: June 4, 2012

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Jonesboro)

Judge: Audrey R. Evans

Debtor's Counsel: Ben F. Arnold, Esq.
                  111 Center Street, Suite 1200
                  Little Rock, AR 72201
                  Tel: (501) 374-2225
                  Fax: (501) 374-3390
                  E-mail: ben@bfalaw.net

Scheduled Assets: $1,642,699

Scheduled Liabilities: $1,480,523

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/areb12-13283.pdf

The petition was signed by Kuldip Khatrao, president.


BAKERSFIELD GROVE: Can Employ Danning Gil as Bankruptcy Counsel
---------------------------------------------------------------
The Bankruptcy Court authorized Bakersfield Grove Limited, LLC, to
employ Danning, Gill, Diamond & Kollitz, LLP, as its general
bankruptcy counsel effective as of March 12, 2012.

It is necessary for the Debtor to employ general bankruptcy
counsel to advise it generally concerning the rights, duties and
obligations of as a debtor-in possession including:

     a. assist the Debtor in the preparation of its schedules and
        statement of financial affairs;

     b. assist the Debtor in legal aspects of compliance with the
        rules of the Office of the United States Trustee;

     c. assist the Debtor in defense of motions for relief from
        stay, where appropriate;

     d. advise the Debtor with respect to pending litigation and,
        if appropriate, to represent the Debtor with respect to
        bankruptcy issues and to assist special litigation counsel
        as appropriate;

     e. assist the Debtor in post-petition borrowing, if
        appropriate, and motions concerning the same;

     f. assist the Debtor in preparing motions and other pleadings
        concerning the use of cash collateral;

     g. assist the Debtor in the investigation into the nature and
        extent of the property of the estate;

     h. assist the Debtor in the investigation of, and, to the
        extent appropriate, represent the Debtor in litigation to
        avoid and recover fraudulent transfers, preferences and
        other avoidable transfers;

     i. assist the Debtor in matters affecting property of the
        estate;

     j. assist in the prompt formulation, proposal, confirmation
        and implementation of a Chapter 11 Plan to conclude the
        Bankruptcy Case;

     k. assist the Debtor in the prosecution of claim objections
        to the extent that funds are generated for the estate; and

     l. conduct other investigations and take other legal actions
        that may be necessary and appropriate and as are customary
        in Chapter 11 cases.

Pursuant to the retention agreement between the Debtor and
Danning-Gill, the firm received a $75,000 retainer prepetition,
which included an advance for the Debtor's filing fee of $1,046.
As of the petition date, a total of $16,484, including filing fees
of $1,046, has been paid to Danning-Gill, leaving a balance in its
retainer of $58,515.

The attorneys at Danning-Gill who will be principally responsible
for performing the legal services are Kathy Bazoian Phelps and
Enid M. Colson.  Depending on the complexity and amount of legal
services required in this case, other attorneys at Danning-Gill
may be called upon to provide legal services.  Ms. Phelps' normal
compensation rate is $595 per hour while Ms. Colson' is $495 per
hour.

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

                  About Bakersfield Grove Limited

Brea, California-based Bakersfield Grove Limited, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-13157) on March 12, 2012.  The Debtor, a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B), has properties
located at Panama Lane, in Bakersfield, California.

Judge Erithe A. Smith presides over the case.  Kathy Bazoian
Phelps, Esq., at Danning, Gill, Diamond & Kollitz, LLP.  The
petition was signed by Robert M. Clark, president of managing
member.


BELDEN INC: Miranda Acquisition No Impact on Moody's 'Ba1' Rating
-----------------------------------------------------------------
Moody's Investors Service said Belden Inc.'s announcement that it
had entered into an agreement to acquire Miranda Technologies,
Inc. did not impact Belden's Ba1 rating. The C$345 million
acquisition will be Belden's largest acquisition since Belden's
reverse merger with CDT in 2004. The acquisition represents
another example of Belden's strategy of acquiring high growth/high
margin intelligent hardware to expand its passive component, lower
margin/lower growth cable business in an existing vertical.


BERNARD L. MADOFF: Rakoff to Decide on 13 Lawsuits in October
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Jed Rakoff set down a schedule
where he will decide in October whether a commonly used provision
in bankruptcy law doesn't apply in brokerage liquidations, taking
away some of the claims the trustee liquidating Bernard L. Madoff
Investment Securities Inc. can make against customers.

According to the report, the question involves Section 502(d) of
the U.S. Bankruptcy Code where a creditor's claim is barred unless
the creditor pays judgment for a fraudulent transfer, such as the
hundreds of suits Madoff trustee Irving Picard filed against
customers for recovery of so-called fictitious profits.

Several customers, the report relates, contend that the Securities
Investor Protection Act, which governs a brokerage liquidation
like Madoff, requires a SIPA trustee to pay a customer's claim
even if there is a fraudulent transfer suit outstanding against
the customer.

As he previously ruled in six lawsuits in May, Judge Rakoff
decided it's proper for him rather than the bankruptcy judge to
decide the question under Section 502(d) in the first instance.
The judge told the defendants in 13 suits to file a joint brief by
July 13.  Mr. Picard will file his brief by Sept. 12.  The
defendants can file a reply brief by Sept. 28.  Judge Rakoff will
hold oral argument in his court on Oct. 9 to decide whether SIPA
in substance compels the trustee to pay claims even though
lawsuits are outstanding.

The case involving Section 502(d) is part of Securities
Investor Protection Corp. v. Bernard L. Madoff Investment
Securities LLC, 12-mc-00115, U.S. District Court, Southern
District of New York (Manhattan).

                      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.


BIOMET INC: Moody's Says Dental Business Spin-Off Credit Negative
-----------------------------------------------------------------
Orthopedic product manufacturer, Biomet, Inc. (B2 stable) on  June
4 announced that it is exploring the possible separation of its 3i
dental implant business in a tax-free spin off. Moody's Investors
Service said that this development is credit negative because if
the separation occurs, the company would see a loss of about 9% of
its revenues, which would likely result in higher leverage and
weaker credit metrics. This transaction, however, would not affect
Biomet's ratings.

Biomet, Inc, headquartered in Warsaw, Indiana, is a global
manufacturer of orthopedic products and is among the leaders in
the US reconstructive market. A private equity consortium acquired
Biomet in July 2007.


BOB BAISH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Bob Baish Excavating, LLC
        602 Elm Court
        Rockdale, IL 60436

Bankruptcy Case No.: 12-22646

Chapter 11 Petition Date: June 4, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Donald R. Cassling

Debtor's Counsel: Teresa L. Einarson, Esq.
                  THOMAS & EINARSON LTD.
                  1200 E Roosevelt Rd., Suite 150
                  Glen Ellyn, IL 60137
                  Tel: (630) 562-2280
                  Fax: (630) 953-1972
                  E-mail: terryeinarson@yahoo.com

Scheduled Assets: $405,727

Scheduled Liabilities: $4,985,437

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-22646.pdf

The petition was signed by Bob Baish, member/manager.


BON-TON STORES: Moody's Affirms 'Caa1' CFR, Cuts PDR to 'Caa3'
--------------------------------------------------------------
Moody's Investors Service affirmed The Bon-Ton Stores, Inc.'s
Corporate Family Rating at Caa1 and lowered the company's
Probability of Default Rating to Caa3 from Caa1. The rating on the
company's $464 million senior unsecured notes was lowered to Caa3
from Caa2. The rating outlook remains negative. The company's
Speculative Grade Liquidity rating was affirmed at SGL-2. Moody's
also assigned a provisional rating of (P) Caa2 to the company's
proposed senior secured notes due 2017.

The following ratings were affirmed:

Corporate Family Rating at Caa1

Speculative Grade Liquidity rating at SGL-2

The following ratings were lowered:

$464 million senior unsecured notes due 2014 to Caa3 from Caa2

Probability of Default Rating to Caa3 from Caa1

The following rating was assigned:

$464 million senior secured notes due 2017 at (P) Caa2
(LGD 4, 59%)

Ratings Rationale

The rating action reflects the company's announcement that it has
proposed to exchange a newly issued series of second lien notes
due 2017 for its existing unsecured notes due in 2014. In Moody's
opinion in this exchange offer, if concluded, would constitute a
distressed exchange, as this transaction results in an extension
of debt maturities to address the company's near term debt
refinancing needs in the context of the company's high debt burden
and weak competitive position as reflected in its Caa1 Corporate
Family Rating. Should the offer conclude on the proposed terms,
Moody's would expect to revise the Probability of Default Rating
to Caa1/LD, with the LD designation removed within approximately 3
business days.

Moody's also commented that the final rating for the company's new
secured notes due 2017 as well as any residual 2014 unsecured not
tendered will be dependent on the final exchange amounts. The (P)
Caa2 rating for the proposed senior secured notes reflects that
the company is willing to issue up to $464 million of these notes
on a par-for-par basis. This would reflect the junior ranking of
these notes to the company's (unrated) $625 million asset-based
revolver and the limited amount of junior capital in the company's
capital structure if all of the $464 million of unsecured notes
are tendered in this process. The final rating for the secured
notes could be one notch higher if at least a modest amount --
around 25% -- of unsecured notes remained outstanding following
the exchange offer. The downgrade of the unsecured notes to Caa3
reflects the expectations that these notes will rank junior to a
meaningful amount of secured debt in the post exchange capital
structure.

Moody's believes that the company's liquidity profile would
benefit if a meaningful amount of the 2014 unsecured notes are
exchanged for the new 2017 secured notes. The company's next
scheduled debt maturity, beyond its existing 2014 notes, would not
occur until the March, 2016 maturity of the company's $232 million
mortgage loan facility. As a result, the extension of its debt
maturity profile would provide the company with additional time to
develop strategies to arrest the company's continued negative
trends in sales and operating margins, which have continued into
the first quarter of 2012.

The affirmation of the Speculative Grade Liquidity rating at SGL-2
reflects the company's still good liquidity profile over the next
12 months. It also takes into consideration that the proposed
offer does not constitute a default under its credit agreements
and the company will maintain full access to its $625 million
asset-based revolver (which had in excess borrowing capacity of
$423 million of capacity as of the end of May, 2012). If this
transaction does not proceed, negative pressure would build on the
company's liquidity profile as the company's 2014 debt maturities
approach.

The company's Caa1 Corporate Family Rating reflects the company's
high leverage -- Moody's estimates debt/EBITDA is around 7 times
for the LTM period ending 4/28/2012. Interest coverage also
remains thin with reported EBITDA less capital spending being
barely sufficient to cover reported interest costs. The company's
trends in sales have underperformed most of its peers and Moody's
is not yet convinced the company's strategies to reverse these
trends will be effective. While the proposed exchange offer will,
importantly, result in a meaningful extension of the company's
debt maturities, total debt and cash interest costs will not
materially change. As a result, Moody's anticipates the company's
Corporate Family Rating would remain at Caa1 even if a meaningful
amount of 2014 notes are exchanged for the new 2017 notes. In view
of the company's continued negative trends in sales and earnings,
the rating outlook would likely remain negative as well until
signs of stabilization emerge. In the event the transaction does
not proceed and the company continues to face the need to
refinance its 2014, the Caa1 Corporate Family Rating could be
lowered further.

Ratings could be upgraded over time if the company can
successfully demonstrate that it can reverse its erosion in sales
and negative trends in operating margins. Quantitatively ratings
could be upgraded if EBITA/interest were to approach 1.25 times.
Ratings could be lowered if performance continues to erode or if
Moody's believe the probability of a default were to otherwise
increase.

The principal methodology used in rating Bon--Ton Stores Inc. 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.

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 272 department
stores, which includes 11 furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.


BON-TON STORES: S&P Cuts Rating on Sr. Unsecured Notes to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating to York, Pa.-based Bon Ton Stores Inc.'s second-lien senior
secured notes. "We also assigned a '4' recovery rating to the
notes, indicating our expectation of average (30%-50%) recovery in
the event of payment default," S&P said.

"At the same time, we lowered the issue-level rating on the
company's senior unsecured notes to 'CCC' from 'CCC+' and revised
the recovery rating to '6' from '5'. The '6' recovery rating
indicates our expectation of negligible (0%-10%) recovery in the
event of payment default," S&P said.

"In addition, we affirmed all other ratings on the company,
including our 'B-' corporate credit rating. The outlook is
stable," S&P said.

"The downgrade of the senior unsecured notes reflects the addition
of new second-lien secured notes which have a higher priority,'"
explained Standard & Poor's credit analyst David Kuntz. "According
to the company, outstanding senior unsecured notes will be
exchanged for new second-lien senior secured notes. Our recovery
rating includes the assumption that 75% of the existing senior
unsecured noteholders tender their notes for the exchange."

"The ratings on Bon-Ton reflect our assessment that the company's
business risk profile will continue to be 'vulnerable' and its
financial risk profile will remain 'highly leveraged.' Its
vulnerable business profile reflects its relatively small scale in
the highly competitive department store sector, its historical
difficulties in growing revenues aside from acquisitions, our
expectations of further weak performance, and productivity
measures below many of its department store peers. With 272 stores
in 23 states, the company is still much smaller than some of its
principal competitors, such as J.C. Penney Co. Inc., Kohl's Corp.,
and Macy's Inc. We do not foresee any material improvement to Bon-
Ton's competitive position," S&P said.

"We believe that the company may continue to experience
operational issues over the next few quarters as it seeks to
realign its merchandise," added Mr. Kuntz.

"The stable outlook reflects our view that liquidity will remain
adequate over the near term, despite weak operations and further
modest deterioration of the company's credit protection measures.
Although we believe that tepid economic conditions, low consumer
spending, and a more robust competitive landscape are likely to
hurt operations, interest coverage should remain below 2x and the
company is likely to have adequate availability under its
revolving credit facility to fund strategic initiatives, capital
expenditures, and working capital," S&P said.

"We could lower our rating if performance deterioration
accelerates, with total sales per square foot declining in the
mid-single digits and margins falling more than 150 basis points
(bps) below our expectations of a mid-6% area. At that time,
interest coverage would be about 1x. In addition, we could take a
negative rating action if liquidity erodes because of an
acceleration of sales declines and tighter vendor terms. Under
this scenario, sales per square foot would decline in the mid-
single digits and account payable days would decline by about 20
to 18 from our expectations of 38 days. This would result in FOCF
about $125 million below our expectations," S&P said.

"Although unlikely, we could raise the rating on Bon-Ton if the
company can reverse its negative sales and demonstrate slightly
positive sales-per-square-foot growth in the low-single digits on
a sustained basis. Under this scenario, improved merchandise would
enable the company to improve margins by about 150 bps, leading to
leverage at about 5x," S&P said.


BUFFETS INC: U.S. Trustee, Others Object to Chapter 11 Plan
-----------------------------------------------------------
BankruptcyData.com reports that numerous parties -- including the
U.S. Trustee assigned to the case -- filed objections with the
U.S. Bankruptcy Court to Buffets Restaurants Holdings' Amended
Joint Chapter 11 Plan of Reorganization.

The U.S. Trustee asserts, ". . . the Plan is not confirmable
because it contains an exculpation provision that is contrary to
applicable law in this District. Article VIII. L. of the Plan
provides exculpation to those parties defined as 'Released
Parties' under Article VIII. J. of the Plan.  The list of Released
Parties receiving exculpation is too broad and should be limited
to those parties who served in the capacity of estate fiduciaries,
i.e., estate professionals and the Debtors' directors and
officers."

As reported in the May 8 edition of the TCR, Buffets Inc. is
scheduled to seek confirmation of its Chapter 11 plan at a hearing
on June 13.  The plan requires the company to close more units as
it tries to rebuild traffic.  The 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.  Buffets expects that
it would emerge from bankruptcy with 398 company-owned units,
comprising 170 Ryan's locations, 217 Old Country Buffet or
HomeTown Buffet units, and 11 Tahoe Joe's restaurants.

The plan, as revised to gain the support of the official
creditors' committee, provides that unsecured creditors will
receive a recovery of 6% to 9% on $44.6 million in claims.  Before
the change, unsecured creditors were to receive nothing.  There
will be a trust for unsecured creditors that will pursue lawsuits
and be funded with at least $4 million.  First-lien lenders are to
receive the new stock in return for $251.8 million owing on the
existing first-lien facility.

                        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.


CALIFORNIA EQUIPMENT: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: California Equipment, LLC
        4175 Cincinnati Ave.
        Rocklin, CA 95765

Bankruptcy Case No.: 12-30590

Chapter 11 Petition Date: June 1, 2012

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtor's Counsel: W. Steven Shumway, Esq.
                  2140 Professional Dr #240
                  Roseville, CA 95661
                  Tel: (916) 789-8821
                  Fax: (916) 789-2083
                  E-mail: sshumway@shumwaylaw.com

Scheduled Assets: $3,008,516

Scheduled Liabilities: $8,847,539

A copy of the Company's list of its nine largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/caeb12-30590.pdf

The petition was signed by David Smith, managing member.


CALIFORNIA STATEWIDE: Fitch Cuts Rating on $93MM Bonds to 'BB+'
---------------------------------------------------------------
Fitch Ratings has downgraded the rating on $93.3 million in
California Statewide Communities Development Authority school
facility revenue bonds series 2010 issued on behalf of Aspire
Public Schools to 'BB+' from 'BBB'.

In addition, Fitch places the bonds on Rating Watch Negative.

Security

The bonds are secured by rental payments made by Aspire Public
Schools (Aspire, or APS) equal to debt service on the bonds; deeds
of trust on five of the 10 financed facilities; and partial credit
enhancement through a $17 million letter of credit, provided by
PCSD Guaranty Pool I, LLC, the sole member of which is Pacific
Charter School Development, Inc.

Key Rating Drivers

LAWSUIT RISK WARRANTS DOWNGRADE: Five of the 10 Aspire schools
financed with the bonds are the subject of a lawsuit in California
state court. After reviewing court filings, Fitch believes the
case poses a threat to the continued stable operation of these
particular schools. Depending on the final outcome, Aspire might
violate provisions of certain lease agreements, which could be
events of default under the indenture for the bonds.

POOR DISCLOSURE: Fitch believes Aspire has not been fully
transparent with Fitch regarding the possible implications of the
ongoing lawsuit. In court filings, Aspire asserts serious
ramifications for an adverse decision. Communication with Fitch
regarding the lawsuit has been extremely limited, and not fully
reflective of management's serious concerns as reflected in the
lawsuit.

STRONG OPERATIONAL/FINANCIAL MANAGEMENT: Separate from the serious
disclosure weakness, Fitch views Aspire's operational and
financial management as strong. Academic performance across the
network of Aspire schools remains impressive. In addition, Aspire
has maintained positive operating performance despite reduced
state funding.

STANDARD CHARTER RENEWAL RISK: Limited financial cushion, charter
renewal risk, and reliance on per pupil revenues are credit
concerns common in all charter school transactions. Philanthropic
support helps limit Aspire's reliance on per pupil revenues
relative to other charter schools.

What Could Trigger A Rating Action

ADVERSE LAWSUIT RESOLUTION: In a scenario described by Aspire's
court filings, it would close five of the 10 schools financed with
the bonds. These schools would then begin new charter applications
that could take up to 30 months to process. APS also claims these
schools could lose a substantial amount of annual funding. Such a
scenario, or a similar one, could trigger further negative rating
action.

Credit Profile

Ongoing Lawsuit Threatens Statewide Benefit Charter

In October 2007, the California School Boards Association, the
California Teachers Association, the Association of California
School Administrators, and Stockton Unified School District
(collectively, the petitioners) filed a petition for a writ of
mandate against the State Board of Education (SBE). The lawsuit
challenged SBE's grant of a statewide benefit charter to Aspire.
Five of the 10 schools financed with the bonds operate under this
statewide benefit charter.

The lower court (Alameda County Superior Court) dismissed the case
in May 2008. The petitioners appealed to the state's appellate
court in July 2008 and the appellate court overturned the lower
court decision in July 2010. The case was sent back to the lower
court, which heard final arguments in December 2011.

Negative Court Decision Possible; Remedies Uncertain

On March 15, 2012, the lower court issued a proposed statement of
decision finding in favor of the petitioners. In the proposed
statement the court wrote that it intended to direct SBE to 'set
aside its approval of a statewide charter for Aspire.' The court
requested briefs from all parties regarding the 'nature, scope,
and timing of the relief to be ordered in this case.' Aspire's
first and only public disclosure regarding the lawsuit came six
days later via EMMA.

Fitch reviewed the proposed statement, as well as briefs and
declarations filed since its issuance. Based on that review, Fitch
believes there is a real possibility that Aspire may lose its
statewide benefit charter, and have a limited amount of time to
obtain new charters to keep the affected schools open. Loss of the
charter, even for a short period, could impair Aspire's ability to
continue operating the affected schools smoothly and to meet the
terms of the bond documents.

According to declarations filed with the court by senior APS
officials as part of the lawsuit, the ramifications of vacating
the SBE's statewide benefit charter would be severe. They include
'closure of the current schools . . . loss of certain categorical
funding [up to $1 million in the first year, and approximately
$1,000 per certain K-3 students, or $300,000 annually] . . .
possible breach of the covenants in the Aspire $93 million dollar
bond issuance triggering accelerated payment of debt . . .'

Limited and Insufficient Disclosure

Under the bonds' continuing disclosure agreement, the lawsuit does
not appear to qualify as a 'significant event.' However, given
Aspire's significant concerns regarding the lawsuit, Fitch views
the lack of communication until after the proposed statement of
decision negatively. In addition, the March 21, 2012 disclosure
statement made no reference to the serious risks, including
possible default, cited by management in its declarations to the
court.

The next hearing in the case is scheduled for June 8. Fitch will
continue to monitor developments in the lawsuit and their
potential ramifications for bondholders.

Day-To-Day Performance Remains Stable

Aspire enrolled 11,996 students across 34 schools in fall 2011,
making it one of the largest charter management organizations in
the state and the nation. This represented a robust 21.4% rate of
growth from the prior year, and included the opening of four new
schools. Enrollment at the 10 schools financed with the bonds
increased 19.1% to 3,784 in fall 2011. Both enrollment numbers
exceeded Aspire's base case forecasts.

Demand for an Aspire education remains robust. Student retention
for the financed schools was 86.6% in fall 2011, in line with
historical trends. The waitlist for fall 2012 at the financed
schools totaled a substantial 3,181 as of May 7. Consistently
positive academic results are the key driver for student demand.
Aspire's schools generally perform very favorably on state
assessments when compared to other public schools, particularly
those with similar demographics.

State funding, tied primarily to enrollment, remains the primary
revenue stream. State funds provided 55.4% of fiscal 2011
operating revenues, in line with prior years. APS generated a
solid 4.1% operating margin in fiscal 2011 across its entire
network, despite persistent volatility in state funding. Fitch
calculated a 10.5% margin for the financed schools. Support from
grants and contributions have been an important offset to the
uncertainty in state funding.

Interim results for fiscal 2012 indicate another strong year, due
primarily to management's conservative budgeting. Through March
31, 2012 Aspire reported EBITDA of $13.6 million for its network
and $6.1 million for the financed schools. This compares to $7.4
million and $7.1 million, respectively, at the same point last
year. Management is prudently continuing its conservative
budgeting for next year in light of the uncertain funding
environment for California public schools.

Standard Charter School Risk Factors

Aspire's available funds, cash and cash equivalents excluding
state funds designated for future capital projects, totaled $2
million at the end of fiscal 2011. As percentage of operating
expenses and outstanding debt, available funds equaled a very
light 2.1% and 1.4%, respectively. While low, even for charter
schools, Aspire's record of conservative and successful financial
management partially mitigates this risk.

The financed schools operate under charters with five different
authorizers - four local school districts and the SBE (under the
statewide benefit charter). Charters for the financed schools
expire between June 2013 and June 2017. Fitch communicated with
three of the local authorizers who reported that the financed
schools and Aspire were responsive to all regulatory requests. The
local authorizers reported no outstanding issues threatening the
charters.

Fitch was unable to contact the California Department of Education
(CDE) to discuss the five SBE-authorized financed schools.
Instead, Fitch reviewed materials from the SBE's January 2012
meeting. At that meeting the CDE recommended, and the SBE approved
(by a vote of 6-1), renewal of APS' statewide benefit charter for
a five-year term ending June 30, 2017. Fitch believes this
reflects CDE and SBE's positive view of the five SBE-authorized
financed schools and Aspire.

Fitch was also unable to contact the Sequoia Union High School
District, which authorizes one of the financed schools. Fitch
notes that this school's charter was renewed by the district last
year for a standard five-year term.

Lawsuit Risk and Poor Disclosure Trump Credit Strengths

Fitch notes that Aspire's strong financial and operational
management record are reflective of an investment-grade credit.
Resolution of the lawsuit could take anywhere from several months
to several years, dependent upon the extent and timing of possible
appeals. If the final outcome does not negatively affect Aspire's
operations, and management improves disclosure, the rating on the
bonds could move back to investment-grade.

However, Fitch believes the real potential for significant
operational disruptions, and the poor disclosure to-date, warrant
the downgrade and Negative Watch.


CASINO TRANSPORTATION: Case Summary & 20 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Casino Transportation, Inc.,
        dba People's Choice Transportation, Inc.
        dba Four Winds, Inc
        13150 West 43rd Drive, Unit 1
        Golden, CO 80403

Bankruptcy Case No.: 12-21622

Chapter 11 Petition Date: June 1, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Aaron J. Conrardy, Esq.
                  Harvey Sender, Esq.
                  SENDER & WASSERMAN, PC
                  1660 Lincoln St., Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: aconrardy@sendwass.com
                          Sendertrustee@sendwass.com

Scheduled Assets: $536,023

Scheduled Liabilities: $2,097,505

A copy of the Company's list of its 19 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cob12-21622.pdf

The petition was signed by Craig Caldwell, president.


CHART INDUSTRIES: Moody's Upgrades CFR to 'Ba3'; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service upgraded Chart Industries, Inc.
corporate family rating and probability of default rating to Ba3
from B1 and upgraded the Speculative Grade Liquidity rating to
SGL-1 from SGL-2. Moody's also assigned a Ba1 to the company's
amended credit facility. The rating outlook is stable.

Rating actions taken:

Assigned:

$300 million Senior Secured Revolving Credit Facility due 4/25/17,
Ba1 (LGD2, 18%)

$75 million Senior Secured Term due 4/25/17, Ba1 (LGD2, 18%)

Upgrades:

Corporate Family Rating to Ba3 from B1

Probability of Default Rating to Ba3 from B1

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

Ratings Rationale

The upgrade of the corporate family rating to Ba3 reflects the
company's improving credit metrics and the expectation for
continued strong financial performance. Chart is anticipated to
continue to benefit from increased demand for liquefied natural
gas (LNG) processing, transport and storage. Moody's anticipates
that Chart will report credit metrics that are strong for the Ba3
rating category. For example, Moody's expects the company to
generate free cash flow to debt of over 15% and maintain Debt to
EBITDA below 3.0 times in 2012.

The Ba3 CFR is constrained by the significant decline in revenues
and operating margins experienced by the company during the 2009-
2010 downturn and Moody's expectation that Chart's European
operations will underperform its core U.S. operations. The ratings
benefit from the company's broad geographic reach and strong
growth in the backlog. The company's backlog grew to over $600
million at the end of the first quarter of 2012 from just over
$200 million a year earlier due to continued strength in its
energy and chemicals segment and its distribution and storage
segment.

The Speculative Grade Liquidity Rating was upgraded to SGL-1 from
SGL-2 to reflect an improved liquidity profile characterized by
significant cash balances, strong positive cash flow, the
expectation for near complete revolver availability and very good
cushion under its financial covenants. Moody's believes Chart will
continue to make acquisitions, but they won't leverage up
meaningfully to do so.

Upward rating momentum could develop if the company establishes a
longer track record of revenue and operating margin improvement
and Moody's expects the company to sustain strong credit metrics
through a cyclical downturn in its key markets. The ratings could
be upgraded if debt to EBITDA was expected to be sustained below
3.0 times and EBITA to interest over 4.0 times. Also important to
positive rating traction is maintenance of its strong liquidity
profile including effective working capital management.

The ratings could be downgraded if revenues and EBITDA sharply
contract such that debt to EBITDA is expected to be sustained
above 3.75x, or EBITA to interest below 3.0 times. A large debt
financed acquisition that resulted in weaker credit metrics could
result in downward pressure.

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

Chart Industries, Inc. is a global manufacturer of products used
for low temperature and cryogenic systems. Chart's products are
used in a multitude of energy, industrial, commercial and
biomedical applications. It operates in three business segments:
Distribution and Storage ("D&S") (approximately 49% of 2011
revenues); Energy and Chemicals ("E&C") (26%); and Biomedical
(25%). Revenues for 2011 totaled almost $800 million.


CINRAM INTERNATIONAL: French Subsidiary Files for Insolvency
------------------------------------------------------------
Cinram International Income Fund said that Cinram Optical Discs
SAS, a French subsidiary engaged in DVD replication, has filed for
insolvency.  The application was heard May 31.

The DVD manufacturing operation has been impacted by a steady
decline in volumes in recent years.

The insolvency proceedings will not impact Cinram's distribution
operations in France nor its operations in other regions.

                   About Cinram International

With headquarters in Toronto, Ontario, Canada, Cinram
International Inc. is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio CDs.

In April 2012 Standard & Poor's Ratings Services lowered its
ratings on Cinram International, including its long-term corporate
credit rating on the company to 'CC' from 'CCC'.  "We base the
downgrade on what we view as Cinram's weak liquidity position and
poor operating performance, with reported revenue and EBITDA
dropping 28% and 79% in 2011, compared with 2010, which resulted
in the company's need for waivers to its financial covenants.
Furthermore, Cinram is in discussions with a number of
counterparties concerning strategic alternatives for the business,
which we believe could lead to a debt restructuring given the
ongoing deterioration in its business. A distressed debt
restructuring would constitute an event of default under our
criteria," S&P said.


COLUMBIA ENVIRONMENTAL: Involuntary Chapter 11 Case Summary
-----------------------------------------------------------
Alleged Debtor: Columbia Environmental, LLC
                4530 NE 138th Ave.
                Portland, OR 97230

Case Number: 12-34343

Involuntary Chapter 11 Petition Date: June 1, 2012

Court: District of Oregon

Judge: Trish M. Brown

Petitioner's Counsel: Nicholas J Henderson, Esq.
                      MOTSCHENBACHER & BLATTNER, LLP
                      117 SW Taylor St #200
                      Portland, OR 97204
                      Tel: (503) 417-0508
                      E-mail: nhenderson@portlaw.com

Parties that signed the Chapter 11 petition:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Oregon Recycling         Money Loaned/          $620,664
Systems, LLC             Advanced
4530 NE 138th Ave.
Portland, OR 97230


CONTRA COSTA: S&P Affirms 'BB+' Rating on Series 2007A Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services removed Contra Costa County
Public Financing Authority, Calif.'s senior series 2007A and A-T
tax allocation revenue bonds 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 'BB+' underlying
rating (SPUR) on the bonds. The outlook is negative.

"The negative outlook reflects what we view as continued declines
in assessed value in the weakest project areas, Bay Point and
Montalvin Manor, and the potential for additional assessed value
declines in these areas, which could cause annual senior coverage
to fall below 1x," said Standard & Poor's credit analyst Sussan
Corson.  "Should annual senior coverage fall below 1x, we could
lower the rating. Should combined assessed value (AV) stabilize in
these areas in the next year, we could  maintain the rating," S&P
said.

The rating reflects what S&P views as:

-  Thin 1.04x annual coverage of series A and series A-T annual
    debt service, which falls to below 1.00x in 2023 assuming no
    change in revenue or project area loan amounts;

-  Cumulative 14.5% decline in AV across the five project areas
    that support nonhousing debt service, including Contra Costa
    Centre, since fiscal 2009 to $1.8 billion in fiscal 2012;

-  Cumulative 35% decline in AV across the four project areas
    that support housing loan debt service, excluding Contra Costa
    Centre, since fiscal 2009 to $989 million in fiscal 2012;

-  Concentrated tax base across the five project areas with 53%
    of total incremental AV in the leading 10 taxpayers; and

-  Series 2007A and A-T debt service reserves fully funded with
    sureties from National Public Finance Guarantee Corp.
    (formerly MBIA; BBB/Developing).

"The authority's series 2007A and A-T tax allocation revenue bonds
are secured by a senior-lien claim on authority-level revenues,
which are a combination of housing and nonhousing loan repayments
to the authority from individual project areas, including Contra
Costa Centre, North Richmond, Bay Point, Rodeo, and Montalvin
Manor project areas," S&P said.


CONTRA COSTA: S&P Affirms 'B' SPUR on Series 2007B Revenue Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services removed Contra Costa County
Public Financing Authority, Calif.'s 2007 series B subordinate-
lien tax allocation revenue bonds 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' underlying
rating (SPUR) on the authority. The outlook is negative.

"The negative outlook reflects continued declines in assessed
value (AV) in the weakest project areas, Bay Point and Montalvin
Manor, and the potential for additional AV 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 due to improved coverage, we
could maintain the rating," S&P said.

The rating reflects what S&P views as:

-  Inadequate combined senior and subordinate 0.86x annual debt
    service coverage in fiscal 2012 by pledged loan payments and
    available tax increment revenue, although net subordinate
    annual debt service coverage is lower at 0.18x after senior
    series 2007A debt service payments;

-  Cumulative 14.5% decline in AV across the five project areas
    that support nonhousing debt service, including Contra Costa
    Centre, since fiscal 2009 to $1.8 billion in fiscal 2012;

-  Concentrated tax base across the five project areas with 53%
    of total incremental AV in the leading 10 taxpayers; and

-  Debt service reserves funded with non-investment-grade
    sureties from Radian Asset Assurance Inc. (B+/Negative).

"The authority's series 2007B subordinate tax allocation revenue
bonds are secured by a subordinate-lien claim on authority-level
revenues, which are a combination of housing and nonhousing loan
repayments to the authority from individual project areas,
including the Contra Costa Centre, North Richmond, Bay Point,
Rodeo, and Montalvin Manor project areas," S&P said.


CONSTRUCTORA DE HATO: Hires Luis Carrasquillo as Fin'l Consultant
-----------------------------------------------------------------
Constructora De Hato Rey Incorporada asks permission from the U.S.
Bankruptcy Court to employ Luis R. Carrasquillo & Co., PSC, as
financial consultant.

The Debtor employed Carrasquillo on the basis of $10,000 advanced.

Luis R. Carrasquillo attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's rates are:

  Profession                 Rates
  ----------                 -----
  Partner                    $160
  Senior CPA                 $125
  Other CPA                   $90-125
  Senior Accountant           $75-85
  Senior Tax Specialist       $75
  Junior Accountant           $50
  Administrative & Support    $50

                    About Constructora De Hato

San Juan, Puerto Rico-based Constructora De Hato Rey Incorporada
owns parcels of land in Puerto Rico with an aggregate value of
$1.82 million.  It 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 petition was signed by Waldemar Carmona Gonzalez,
president.  The Debtor is represented by Charles Alfred Cuprill,
Esq., at Charles A. Curpill, PSC Law Office, in San Juan.


CONSTRUCTORA DE HATO: Hiring Charles Cuprill as Attorneys
---------------------------------------------------------
Constructora De Hato Rey Incorporada filed a formal application
seeking permission from the U.S. Bankruptcy Court to employ
Charles A. Cuprill, P.S.C., as bankruptcy court according to these
hourly rates:

  Professional                 Rates
  ------------                 -----
  Charles A Cuprill-Hernadez    $350
  Senior Associates             $250
  Junior Associates             $125
  Paralegal                      $85

The firm attests that it is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                    About Constructora De Hato

San Juan, Puerto Rico-based Constructora De Hato Rey Incorporada
owns parcels of land in Puerto Rico with an aggregate value of
$1.82 million.  It 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 petition was signed by Waldemar Carmona Gonzalez,
president.


DALLAS ROADSTER: Has to File Bankruptcy-Exit Plan by July 15
------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas signed off on an agreed order in
connection with the U.S. Trustee's motion to dismiss or convert
the Chapter 11 case of Dallas Roadster Limited.

Under the agreed order, the Debtors will, no later than July 15,
2012, file a disclosure statement and reorganization plan, or
convert these cases into Chapter 7, or have them dismissed.

As reported in the Troubled Company Reporter on April 13, 2012,
William T. Neary, the U.S. Trustee for Region 6, asks the U.S.
Bankruptcy Court for the Eastern District of Texas to dismiss or
convert to Chapter 7, the Chapter 11 bankruptcy case of Dallas
Roadster, Limited, and IEDA Enterprise, Inc.

The U.S. Trustee says the Debtors have both failed to file the
required Monthly Operating Reports for the months of January 2012
and February 2012.  According to the U.S. Trustee, Dallas Roadster
is delinquent in the payment of quarterly fees for the fourth
quarter of 2011 in the amount of $650.  Without the Operating
Reports it is impossible to determine what financial activity has
occurred since the Petition Date, the Trustee says.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq., at
DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel.
Dallas Roadster estimated $10 million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DALLAS ROADSTER: Hires Michael Quilling Over Receiver Fee Dispute
-----------------------------------------------------------------
On Nov. 16, 2011, Texas Capital Bank, N.A., filed a suit against
Dallas Roadster Ltd. in district court which sought the
appointment of a receiver.  On the same date, an order was entered
in the Receivership Action appointing Patrick Michaels of P.E.
Michaels Consulting as the receiver.  The Receiver has since filed
a motion for payment of administrative expenses on Feb. 15, 2012,
and the Debtors filed a detailed objection to the Application.

As a result, the Debtors wish to employ Michael J. Quilling of
Quilling, Selander, Lownds, Winslett & Moser, P.C., to provide
expert witness services in connection with the pending contested
Application.

The Debtors have selected Quilling based upon his expertise as a
state court appointed receiver in numerous receivership.  The
Debtors propose to pay Quilling at the hourly rate of $350.

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

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq., at
DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel.
Dallas Roadster estimated $10 million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DEE ALLEN RANDALL: Court OKs Amendment to Ray Quinney Employment
----------------------------------------------------------------
At the behest of Gil A. Miller, the Chapter 11 Trustee for the
consolidated estate of Dee Allen Randall, the U.S. Bankruptcy
Court approved amendments to the terms of the employment of Ray,
Quinney & Nebeker, which is being retained with respect to
litigation matters.

The Chapter 11 Trustee is hiring RQN on a contingency fee basis
instead of on an hourly basis.

The Chapter 11 Trustee has hired Reid Collins and Tsai to serve as
lead litigation counsel.  RQN will act as local litigation
counsel.

In consideration for the risk that the firms are undertaking by
accepting the engagement on a purely contingent basis, they will
be paid pay a 25% Gross Contingent Fee for any recoveries obtained
before a lawsuit is filed.  In the event lawsuits are filed, the
firms will be paid 40% Gross Contingent Fee for any recoveries
obtained.

RCT and RQN agree to divide the fees in this manner:

     -- RCT will receive 17.5% of all Pre-Suit Recoveries and
        RQN will receive 7.5% of all Pre-Suit Recoveries; and

     -- RCT will receive 30% of all Post-Suit Recoveries and
        RQN will receive 10% of all Post-Suit Recoveries.

                  About Dee Allen Randall et al.

Dee Allen Randall in Kaysville, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010, to
forestall creditors while he reorganized his finances.  His
companies include Horizon Mortgage & Investment, Horizon Financial
& Insurance Group and Horizon Auto Funding.  Judge Joel T. Marker
presides over the bankruptcy case.  Mr. Randall hired
1 On 1 Legal Services, P.L.L.C. as counsel.  In his petition,
Mr. Randall estimated $10 million to $50 million in assets and
$1 million to $10 million in debts.

Mr. Randall claims he was conducting a "legal Ponzi scheme," but
authorities are investigating him for possible violations of the
law in an operation that took in $65 million from 700 or so
investors.

Gil A. Miller was appointed as Chapter 11 trustee for Mr.
Randall's bankruptcy estate.

On Oct. 12, 2011, Mr. Miller placed Mr. Randall's corporate
entities -- Horizon Auto Funding, LLC, Independent Commercial
Lending LLC, Horizon Financial Center I LLC, Horizon Mortgage and
Investment Inc. and Horizon Financial & Insurance Group Inc. -- in
bankruptcy by filing separate Chapter 11 petitions (Bankr. D. Utah
Case Nos. 11-34826, 11-34830, 11-34831, 11-34833 and 11-34834).

Judge Joel T. Marker presides over the 2010 and 2011 cases.
Michael R. Johnson, Esq., Brent D. Wride, Esq., and David H.
Leigh, Esq., at Ray Quinney & Nebeker P.C., serve as counsel to
the Chapter 11 Trustee.  Mr. Miller requested for the joint
administration of Mr. Randall's and the corporate Debtors' cases
for procedural purposes.  The trustee hired Fabian & Clendenin as
special counsel.


DEE ALLEN RANDALL: Case Trustee Can Hire Reid Collins as Counsel
----------------------------------------------------------------
Gil A. Miller, the Chapter 11 Trustee for the consolidated estate
of Dee Allen Randall, sought and obtained permission from the U.S.
Bankruptcy Court to employ Reid Collins & Tsai LLP as special
litigation counsel.  RCT will be paid a contingency fee on
recoveries obtained for the Trustee, on behalf of the consolidated
estate.

Dee Allen Randall in Kaysville, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010, to
forestall creditors while he reorganized his finances.  His
companies include Horizon Mortgage & Investment, Horizon Financial
& Insurance Group and Horizon Auto Funding.  Judge Joel T. Marker
presides over the bankruptcy case.  Mr. Randall hired
1 On 1 Legal Services, P.L.L.C. as counsel.  In his petition,
Mr. Randall estimated $10 million to $50 million in assets and
$1 million to $10 million in debts.

Mr. Randall claims he was conducting a "legal Ponzi scheme," but
authorities are investigating him for possible violations of the
law in an operation that took in $65 million from 700 or so
investors.

Gil A. Miller was appointed as Chapter 11 trustee for Mr.
Randall's bankruptcy estate.

On Oct. 12, 2011, Mr. Miller placed Mr. Randall's corporate
entities -- Horizon Auto Funding, LLC, Independent Commercial
Lending LLC, Horizon Financial Center I LLC, Horizon Mortgage and
Investment Inc. and Horizon Financial & Insurance Group Inc. -- in
bankruptcy by filing separate Chapter 11 petitions (Bankr. D. Utah
Case Nos. 11-34826, 11-34830, 11-34831, 11-34833 and 11-34834).

Judge Joel T. Marker presides over the 2010 and 2011 cases.
Michael R. Johnson, Esq., Brent D. Wride, Esq., and David H.
Leigh, Esq., at Ray Quinney & Nebeker P.C., serve as counsel to
the Chapter 11 Trustee.  Mr. Miller requested for the joint
administration of Mr. Randall's and the corporate Debtors' cases
for procedural purposes.  The trustee hired Fabian & Clendenin as
special counsel.


DEWEY & LEBOEUF: Fifth Third Bank Disputes Liens Over Cash Use
--------------------------------------------------------------
Fifth Third Bank objects to Dewey & LeBoeuf LLP's proposition that
the prepetition liens of the firm's lenders have priority over all
liens.  Fifth Third Bank, the assignee of some lease schedules
entered into by Dewey and Winthrop Capital, contends the
Prepetition Liens cannot have priority over Fifth Third?s and
Winthrop?s respective interests in the leases or the leased
property.  Fifth Third says its and Winthrop?s respective
interests in the leases and the leased property are senior to any
other interests and should not be primed or impaired in any way.

Prior to the Petition Date, the law firm's predecessor, LeBoeuf,
Lamb, Green & MacRae, L.L.P., entered into a Lease Agreement dated
as of Dec. 19, 2003, with FNF Capital, Inc..  Fidelity National
Capital, Inc. d/b/a Winthrop Capital is successor-in-interest to
FNF Capital, Inc.  Leboeuf changed its name to Dewey & LeBoeuf
LLP.  Dewey entered into lease schedules with Winthrop, including
Lease Schedule Nos. A01, A02, A03, 007, 008, 009, 010, 011, G01
and G02.  Winthrop assigned or otherwise conveyed certain of its
rights and interests under Lease Schedule Nos. 008, 011 and G01 to
Fifth Third.

According to Fifth Third, the Interim Cash Collateral Order should
provide for a carveout from Cash Collateral for the proceeds from
the sale of any leased property, as well as any insurance proceeds
relating to the leased property.

Fidelity National Capital, Inc., d/b/a Winthrop Capital, also
lodged an objection to the Debtor's request.  Banc of America
Leasing & Capital, LLC, filed a joinder to Fifth Third's
Objection.

There's a hearing June 13, 2012, at 1:30 p.m. on the firm's
request to use cash collateral.

Fifth Third is represented by:

          Ronald S. Beacher, Esq.
          Conrad K. Chiu, Esq.
          PRYOR CASHMAN LLP
          7 Times Square
          New York, NY 10036-6569
          Tel: (212) 421-4100
          Fax: (212) 326-0806
          E-mail: rbeacher@pryorcashman.com
                  cchiu@pryorcashman.com

                       About Dewey & LeBoeuf

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.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.


DEWEY & LEBOEUF: Stephen DiCarmine Files Notice of Appearance
-------------------------------------------------------------
Stephen DiCarmine, Dewey & LeBoeuf LLP's former executive
director, filed a notice of appearance in the Debtor's Chapter 11
bankruptcy case.  Citing Mr. DiCarmine's lawyers at Hughes Hubbard
& Reed LLP, Jennifer Smith at Law Blog relates that Mr. DiCarmine
has a claim on the estate under the employment contract.

The Wall Street Journal reported in April that Mr. DiCarmine was
one of the firm's non-partner managers who cut deals allowing them
pull in about $2 million a year in salaries and bonuses.
According to Law Blog, ex-partners allege that Mr. DiCarmine and
former chairman Steven Davis for financial mismanagement,
including lateral hires and lucrative pay guarantees for some star
lawyers led to the Debtor's collapse.

The Debtor's estate, Law Blog reports, has said it will claw back
partner earnings and use the cash to satisfy its more than 5,000
creditors.

                      About Dewey & LeBoeuf

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.


DEWEY & LEBOEUF: Attys Join Blank Rome, Wiggin, Cullen
------------------------------------------------------
Megan Leonhardt at Bankruptcy Law360 reports that Dewey & LeBoeuf
LLP's downfall continued to shake up the market Tuesday as Blank
Rome LLP and Wiggin & Dana LLP picked up partners after Cullen &
Dykman LLP opened a new office with a former Dewey energy pro.

Bankruptcy Law360 relates that Debra P. Goldberg joined Blank Rome
as a partner in the firm's financial services group after serving
as counsel in Dewey's corporate department.

                        About Dewey & LeBoeuf

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.


EAST PROVIDENCE, RI: S&P Affirms 'BB+' SPUR on GO Bonds
-------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'BB+'
underlying rating (SPUR) on East Providence, R.I.'s general
obligation (GO) bonds and removed the rating from CreditWatch with
developing implications, where it had been placed on Dec. 23,
2011. The outlook is positive. The positive outlook reflects the
city's stabilized operating results and improved financial
management controls and procedures.

The 'BB+' SPUR reflects Standard & Poor's assessment of East
Providence's:

-  Cumulated deficit in the school unrestricted fund and strained
    liquidity,

-  Low pension funded ratios and less than full actuarial
    required contribution pension funding, and

-  High unemployment and recent tax base decreases.

These weaknesses are somewhat offset by:

-  Good income levels, and

-  A low debt position.

"We expect that the city's cash flow management process will
stabilize over the next two years, either by returning to the
capital markets for the full amount of tax anticipation notes
necessary, or through other planned means. Progress toward this
end should help the city regain more stable financial operations
and eliminate potential liquidity pressures," said Standard &
Poor's credit analyst Victor Medeiros. "For the long-term, we
expect the city to implement measures to sustain structural
balance, eliminate the accumulated deficit in the school
unrestricted fund, and mitigate the long-term effects of its
pension and other postemployment benefit liabilities. However, if
the city is unable to maintain balanced operating results, and
uncertainty in the city's ability to fulfill its annual cash-flow
needs persists, the outlook would revert back to stable," he
added.

The city's full faith and credit pledge secures its GO bonds.

East Providence (population: 47,600) is adjacent to Providence,
R.I.


EVERGREEN TANK: Moody's Upgrades CFR to 'B2'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Evergreen Tank Solutions,
Inc.'s ratings including its corporate family and probability of
default ratings to B2 from B3 based on the positive trend in
credit metrics since mid-2011 and expectation that metrics will be
supportive of a B2 rating level over the intermediate term. The
ratings outlook is stable.

The following ratings/assessments were upgraded:

Corporate family rating, to B2 from B3;

Probability of default rating, to B2 from B3;

$100 million senior secured second lien term loan due April
2014, to B2 (LGD-4, 57%) from B3 (LGD-4, 58%).

Ratings Rationale

The ratings upgrade recognizes the improvement in the company's
operating performance due to continued strong demand for
Evergreen's tanks in the petrochemical as well as oil and gas
drilling industries. A combination of higher rates and additional
rental volume is expected to continue to support metrics in line
with a B2 CFR rating level including debt/EBITDA sustained at the
roughly 4.0 times level. EBITDA margins might experience a slight
decline in the near- term due to an intentional effort by the
company's management to modify its business mix by increasing
transportation and technology services-sales versus higher margin
pure rental related revenues. Management has stated that its focus
on services-related sales strengthens the depth and length of its
customer relationships, thereby providing a recurring revenue
base. Volume growth is expected to continue to be driven by higher
direct petrochemical business and the continued expansion of frac
tank rentals to oil and gas exploration companies. Evergreen's
revenue has increased from approximately $43 million for fiscal
year 2009 to almost $80 million as of the last twelve months ended
March 31, 2012.

The B2 corporate family rating reflects Evergreen's small size,
geographic concentration in the Gulf region, exposure to
maintenance spending levels by companies in its end markets, as
well as sensitivity to the price and production levels of oil and
natural gas. The company's rating also considers Moody's
expectation that the company will maintain credit metrics in line
with a B2 rating level and an adequate liquidity profile. The
petrochemical, refinery, and oil & gas industries specifically in
the geographic regions that the company participates in are
expected to continue to experience favorable trends contributing
to continued high utilization rates and volume growth.

The ratings could be pressured downward if the company's liquidity
deteriorates, the company does a meaningful debt-financed
acquisition and/or it is expected that EBITDA to interest expense
would deteriorate toward 2.0 times or total debt to EBITDA will
increase toward 5 times.

Although not anticipated in the near term, the ratings could be
upgraded if the company achieves meaningfully greater revenue
scale and/or it is expected that total debt to EBITDA will
decrease to 3.5 times.

The principal methodology used in rating Evergreen Tank Solutions,
Inc. was the Global Equipment and Automobile Rental Industry
Methodology, published December 2010. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

Evergreen Tank Solutions, Inc., headquartered outside Houston,
Texas rents temporary-use liquid and solid storage containers to
primarily chemical, refinery, oil and natural gas drilling, and
environmental service customers. The company provides
transportation and related services. Evergreen operates 18
locations covering the Gulf region and Pennsylvania and has a
fleet of over 9,000 units including frac tanks, roll-off boxes,
stainless steel tankers, de-watering boxes, and vacuum boxes.


FRANKLIN CREDIT: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Franklin Credit Holding Corporation
        101 Hudson Street
        Jersey City, NJ 07302

Bankruptcy Case No.: 12-24411

Chapter 11 Petition Date: June 4, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Donald H. Steckroth

About the Debtor: Franklin Credit (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.

                  The Debtor has a prepackaged plan that 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.

Debtor's Counsel: Lisa S. Bonsall, Esq.
                  MCCARTER & ENGLISH, LLP
                  Four Gateway Center, P.O. Box 652
                  100 Mulberry Street
                  Newark, NJ 07102-4004
                  Tel: (973) 622-4444
                  E-mail: lbonsall@mccarter.com

                         - and ?

                  Scott H. Bernstein, Esq.
                  MCCARTER & ENGLISH, LLP
                  100 Mulberry Street
                  Four Gateway Center
                  Newark, NJ 07102
                  Tel: (973) 639-2007
                  Fax: (973) 297-3797
                  E-mail: SBernstein@mccarter.com

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

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

The petition was signed by Paul Colasono, executive vice president
and chief financial officer.

Debtor's List of Its Six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Deloitte LLP                       Accounting Service     $144,000
100 Kimball Drive
Parsippany, NJ 07054-0319

Allan Lyons                        --                       $1,250
6471 Enclave Way
Boca Raton, FL 33496

Michael Bertash                    --                       $1,250
193 Taft Crescent
Centerport, NY 11721

Steve Lefkowitz                    --                       $1,250

Frank Evans                        --                         $250

Internal Revenue Service           --                      Unknown


GCI INC: Moody's Reviews 'B1' CFR/PDR for Downgrade
---------------------------------------------------
Moody's Investors Service placed the ratings of GCI, Inc.
including its B1 Corporate Family Rating ("CFR") and Probability
of Default Rating ("PDR"), on review for downgrade following the
Company's announcement that it plans to acquire $100 million of
wireless assets from Alaska Communications Systems Holdings
("ACSH") for cash. In addition, GCI and ACSH also announced the
formation of a wireless joint venture in which GCI will own 66.7%
and ACSH the remaining 33.3%.

The review is prompted by Moody's concerns that the complexities
associated with forming and running the wireless joint venture
could lead to a deterioration in operational performance and a
weakening of credit metrics. The Alaskan wireless market is set to
become much more competitive as Verizon Wireless is expected to
enter the market later this year. In addition, regulatory changes
are reducing high margin urban CETC revenues that previously
benefitted ACSH, GCI's minority partner in the JV.

Ratings Rationale

The review will focus on: (1) Verizon Wireless's potential impact
on the JV's market share and operating performance; (2) the
benefits and risks to GCI from the formation of JV; (3) the
financial implications of the Company's decision to purchase $100
million of wireless assets from ACSH, in particular how the
transaction will be funded as additional debt will increase
leverage; and (4) an assessment of the likely impact of the joint
venture on the Company's credit metrics, particularly its debt to
EBITDA ratio, liquidity and free cash flow generation.

The principal methodology used in rating GCI, Inc. was the Global
Telecommunications Industry Methodology published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


GLOBAL AVIATION: Plan Filing Exclusivity Extended Until Oct. 2
--------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York has extended Global Aviation Holdings
Inc., et al.'s exclusive period to file a Chapter 11 plan for each
Debtor through and including Oct. 2, 2012, and the exclusive
period to solicit acceptances of a Chapter 11 plan of each Debtor
through and including Dec. 3, 2012.

As reported by the Troubled Company Reporter on May 18, 2012, the
Debtors sought a Dec. 1, 2012 extension to exclusively file a plan
for each Debtor, and a Jan. 30, 2013 extension to solicit
acceptances of that plan.  According to the Debtors, finalizing
their labor savings is critical to exiting Chapter 11.  With the
Debtors' initial 120-day exclusive period to file a plan set to
expire on June 4, 2012, the Debtors sought a 180-day extension of
the Exclusive Periods to ensure that additional time is available
to provide the Debtors' efforts with an opportunity to succeed.

On May 29, 2012, the Debtors revised the requested 180-day
extension, asking the Court to instead extend the exclusive
periods by 120 days.

                   About Global Aviation Holdings

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.


GOSPEL RESCUE: Hiring Yumkas Vidmar as Counsel
----------------------------------------------
Gospel Rescue Ministries of Washington, D.C. Inc., seeks
Bankruptcy Court authority to employ Yumkas, Vidmar & Sweeney,
LLC, as counsel to provide legal assistance in the completion of
its reorganization.  The Debtor said it needs the assistance of
counsel to pursue a successful reorganization of its debts and to
assist the Debtor with the performance of its duties.  The Debtor
also requires counsel to, among other things, assist it in
fulfilling its duties under state and federal laws, advise it on
the legal aspects of contracts, financing, and other business
matters.

YVS has received $35,000 from the Debtor of which $7,500 has been
applied to the payment of pre-petition legal services and $1,046
has been applied to the Chapter 11 filing fee.  YVS presently
holds the balance of $26,454 as a retainer toward the services to
be rendered and expenses to be incurred during the Chapter 11 case
to secure the representation of YVS.  Payment of the $35,000 was
made from the Debtor's operating funds.

The firm's hourly rates are:

          Partners: $325-$395
          Associates: $225-$320
          Paralegals: $95-$155

Paul Sweeney, Esq., will lead the engagement.  He charges $395 an
hour.

Mr. Sweeney attests that YVS neither represents nor holds any
interest adverse to the Debtor or the estate in the matters upon
which it is to be engaged; and YVS is a disinterested person under
Bankruptcy Code Sec.101(14) and is, therefore, qualified to serve
as the Debtor?s counsel pursuant to Bankruptcy Code Sec. 327.

         About Gospel Rescue Ministries of Washington, D.C.

Gospel Rescue Ministries of Washington, D.C. Inc., filed a Chapter
11 petition (Bankr. D.C. Case No. 12-00405) on May 30, 2012,
estimating assets of $10 million to $50 million and debts of up to
$10 million.  Judge S. Martin Teel, Jr. presides over the case.
Paul Sweeney and the law firm of Yumkas, Vidmar & Sweeney LLC
serve as bankruptcy counsel.

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.

Michael J. Corttese, the CEO and president, worked at World Bank
Group and International Finance Corp. for 30 years, before joining
GRM as volunteer in 1998.


GOSPEL RESCUE: Sec. 341(a) Creditors' Meeting Set for June 27
-------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a Meeting of Creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Gospel
Rescue Ministries of Washington, D.C. Inc., on June 27, 2012, at
1:00 p.m. at U.S. Trustee's Meeting Room, Room 1207.  Proofs of
Claim are due by Oct. 5, 2012.

Gospel Rescue Ministries of Washington, D.C. Inc., filed a Chapter
11 petition (Bankr. D.C. Case No. 12-00405) on May 30, 2012,
estimating assets of $10 million to $50 million and debts of up to
$10 million.  Judge S. Martin Teel, Jr. presides over the case.
Paul Sweeney and the law firm of Yumkas, Vidmar & Sweeney LLC
serve as bankruptcy counsel.

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.

Michael J. Corttese, the CEO and president, worked at World Bank
Group and International Finance Corp. for 30 years, before joining
GRM as volunteer in 1998.


HARIRAS INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hariras, Inc.
        1480 Ary Lane
        Dixon, CA 95620

Bankruptcy Case No.: 12-30593

Chapter 11 Petition Date: June 1, 2012

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtor's Counsel: Scott H. McNutt, Esq.
                  MCNUTT LAW GROUP LLP
                  188 The Embarcadero #800
                  San Francisco, CA 94105
                  Tel: (415) 995-8475

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 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/caeb12-30593.pdf

The petition was signed by Jay Thakor, authorized agent.


HEMCON MEDICAL: Has Court's Interim Okay to Use Cash Collateral
---------------------------------------------------------------
The Hon. Elizabeth Perris of the U.S. Bankruptcy Court for the
District of Oregon has granted HemCon Medical Technologies, Inc.,
authorization to use cash collateral of Bank of America, N.A., as
Administrative Agent, on an interim basis, or until July 5, 2012.

As reported by the Troubled Company Reporter on April 16, 2012,
the Debtor and its affiliates are borrowers under a $50 million
syndicated credit facility where BofA is the administrative agent.
The loan is secured by effectively all of the Debtor's personal
property.

BofA objected to the Debtor's bid to use cash collateral, saying
that it is doubtful that, as of the bankruptcy filing date, the
collateral for the loan is worth the debt owed.  According to
BofA, as of the petition, HemCon owes the lenders $23 million
under the loan.  BofA noted that based on the Debtor's budget, the
Debtor had $1.24 million in cash on the petition date, but will
have only $396,329 in cash by the end of the interim period for
which the Debtor is seeking authorization to use cash collateral.
This, according to BofA, represents a deterioration of $840,170 in
under two months.

HemCon had warned it won't be able to pay employees and operating
expenses and will have to cease operations absent authority to use
cash collateral, and proposed to provide adequate protection for
the use of cash collateral.  The Debtor will grant the bank a
replacement security interest in and lien upon all of Debtor's
personal property, except the deposit account where prepayments
made and to be made by the United States of America, Department of
Defense, to the Debtor pursuant to certain contracts are
deposited.

All existing cash collateral and all post-petition receipts
(except prepayments or advances from the United States of America,
Department of Defense, that are deposited into the Defense
Department Deposit Account and Excluded Property) will be
deposited in a segregated Debtor-in-Possession cash collateral
account to be established at BofA.  The Debtor is authorized to
draw upon or transfer funds from the Cash Collateral Account to
its Debtor-In-Possession General Operating Account at BofA for
use.

To the extent the adequate protection provided to BofA in the form
of the security interests and liens granted proves to be
inadequate, BofA will be entitled to an administrative expense
claim.

The Debtor will insure the Prepetition Collateral and the
Adequate Protection Collateral for the full insurable replacement
value thereof with insurance companies acceptable to BofA.

A copy of the budget is available for free at:

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

The Court has set for July 5, 2012, at 1:30 p.m. for the final
hearing on the Debtor's request to use cash collateral.

                        About HemCon Medical

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- is a diversified medical technology
company that develops, manufactures and markets innovative wound
care, anti-microbial and oral care products for the military,
emergency medical, surgical, dental and over-the-counter markets.
HemCon has subsidiaries in the United Kingdom and Europe.

The bankruptcy filing comes after an en banc decision by the U.S.
Court of Appeals for the Federal Circuit on March 15, 2012, which
affirmed an award of $34.2 million in damages to Marine Polymer
Technologies Inc. in a patent infringement case initiated in 2006.

HemCon's European subsidiary is not subject to the Chapter 11
proceedings.

Judge Elizabeth L. Perris presides over the case.  Attorneys at
Tonkon Torp LLP represent the Debtor.  The petition was signed by
Nick Hart, CFO.


HNC ACQUISITION: Moody's Affirms 'B2' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned the following ratings to HNC
Acquisition, Inc., which will be merged with and into HCO Holding
I Corporation, the parent company of Henry Company LLC, in
connection with the acquisition of Henry by affiliates controlled
by Graham Partners and other private equity fund companies:
Corporate Family and Probability of Default Ratings - B2; proposed
1st lien senior secured bank debt -- B1; proposed second lien
senior secured term loan -- Caa1. The rating outlook is stable.

Proceeds from the bank debt and second lien term loan, together
with an equity contribution, will be used to finance the purchase
of Henry by affiliates controlled by Graham Partners and other
private equity companies from the current equity sponsor, AEA
Investors LP. Henry's existing bank debt and second lien term loan
will be redeemed upon closing of the transaction, at which time
the ratings for these credit facilities will be withdrawn.

The following ratings/assessments were affected by this action:

Corporate Family Rating affirmed at B2;

Probability Default Rating affirmed at B2;

Proposed First Lien Sr. Sec. RCF due 2017 assigned B1
(LGD3, 43%);

Proposed First Lien Sr. Sec. Term Loan due 2018 assigned B1
(LGD3, 43%); and,

Proposed Second Lien Sr. Sec. Term Loan due 2019 assigned Caa1
(LGD5, 78%).

Ratings Rationale

Henry's B2 Corporate Family Rating reflects its highly leveraged
capital structure. On a pro forma basis through March 31, 2012 for
the acquisition, Moody's calculates interest coverage (EBITA-to-
interest expense) to be around 1.8 times while debt-to-EBITDA is
moderately below 5.0 times (all ratios incorporate Moody's
standard adjustments). This acquisition is essentially leverage
neutral. Almost one third of the purchase will be new equity in
the form of common stock, and the proposed first lien debt will
likely be financed at a lower interest rate versus the interest
rate for the existing first lien term loan. Additionally, Henry
has considerable negative tangible net worth. The rating also
incorporates Henry's small size relative to other manufacturing
companies based on revenues and absolute EBITA levels, leaving
little cushion for earnings variability. Significant distribution
channel concentration with the big box retailers constrains the
rating as well.

However, Moody's recognizes Henry's resilient performance during
the economic and housing downturn, and its well-established brand
names for roofing and sealant products, resulting in solid EBITA
margins. Additionally, the company is expanding its product
offerings for building envelope systems and performance additives
for gypsum board, reducing reliance on the big box retailers.
Moody's also expects the company to generate high single-digit
percentages of adjusted free cash flow-to-debt metrics on an
annual basis.

The stable outlook reflects Moody's views that better operating
efficiencies and demand for roofing and energy efficient related
products will continue to be a source of revenue stability,
resulting in modest improvement in the company's key credit
metrics. Some revolver availability and the absence of significant
near-term maturities give Henry the ability to contend with
ongoing economic uncertainties and the resulting impact on its end
markets.

The B1 rating assigned to the proposed $150 million first lien,
senior secured bank credit facility, one notch above the corporate
family rating, reflects the priority of payment it has in a
recovery scenario. This credit facility will have a first priority
security interest in substantially all of the company's assets and
benefits from $50 million in junior capital.

The Caa1 rating assigned to the proposed $50 million second lien,
senior secured term loan, two notches below the corporate family
rating, has a second priority interest in substantially all of the
company's assets. Moody's views the second lien term loan as
effectively unsecured debt since Henry would have very little
remaining tangible assets remaining after first lien debt holders
are repaid in a recovery scenario.

A rating upgrade is possible over the long term if Henry grows its
revenue base while improving its operating performance, with
EBITA-to-interest trending towards 3.0 times and debt-to-EBITDA
sustained below 4.5 times (ratios adjusted per Moody's standard
adjustments). A better liquidity profile would be supportive of
positive rating actions as well.

Factors which might result in downward rating pressures include
erosion of the company's financial performance, debt-financed
acquisitions, dividends to shareholders or a deteriorating
liquidity profile. Debt-to-EBITDA sustained above 5.5 times or
EBITA-to-interest expense trending below 1.5 times (all ratios
adjusted per Moody's standard adjustments) could result in
negative rating actions.

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

Henry Company, LLC, headquartered in El Segundo, CA, develops,
manufactures and markets materials for the construction industry
focusing primarily on roofing and other building envelope
applications. Henry's business is primarily operated and conducted
in the U.S. and Canada. Graham Partners, through its affiliates,
will be the majority owner of Henry. Revenues for the twelve
months through March 31, 2012 totaled about $308 million.


HOUGHTON MIFFLIN: No Quick Hearing on Venue Transfer
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge denied a request by the U.S.
Trustee for a quick hearing on its request to move Houghton
Mifflin Harcourt Publishing Co.'s case from Manhattan to Boston,
where the company is based.

U.S. Trustee Tracy Hope Davis argued that Houghton Mifflin, "one
of Boston's largest employers," should reorganize in
Massachusetts, where its headquarters is located.  Given that the
prepackaged Chapter 11 could be finished at a June 21 confirmation
hearing, the U.S. Trustee is asking the bankruptcy judge in New
York to hold a hearing quickly on the motion to transfer venue.

According to the report, the day after the U.S. Trustee filed her
papers, U.S. Bankruptcy Judge Robert E. Gerber denied the motion
for a quick hearing, saying the question is "too important" to
afford creditors less than the usual time for response.  The
schedule that Judge Gerber set down means there's a possibility,
if not likelihood, that the venue motion won't be heard until
after the plan is confirmed June 21.

The report relates that with a confirmation hearing for approval
of the reorganization scheduled for this month, the U.S. Trustee
wanted a quick hearing on the venue transfer motion.  The U.S.
Trustee contended in her papers last week that the bankruptcy
isn't properly in New York because the company has few assets or
employees in Manhattan.  The company isn't incorporated in New
York either.

Denying the request for a quick hearing on the venue motion,
Judge Gerber said the initial hearing will occur no earlier than
June 13.  Even so, the first hearing will be devoted to discussing
whether there are any disputed issues of fact requiring a later
hearing with witnesses, according to the report.

Mr. Rochelle says that if there are factual disputes, it's
unlikely the hearing could occur before the June 21 confirmation
hearing.  If that's the case, the venue motion will become moot
and the U.S. Trustee will never have Gerber say whether New York
was or wasn't the correct court.

                       About Houghton Mifflin

Houghton Mifflin Harcourt Publishers Inc., headquartered in
Boston, Massachusetts, is one of the three largest U.S. education
publishers focusing on the K-12 market with roughly $1.3 billion
of revenue for fiscal year ended December 2011.

Houghton Mifflin Harcourt and its affiliates filed a prepackaged
Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-12171)
on May 21, 2012.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has been tapped as
bankruptcy counsel.  Blackstone Advisory Services, LP, is the
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The Debtor disclosed assets of $2.68 billion and debt totaling
$3.535 billion as of the Chapter 11 filing.


HUDSON TREE: Can Borrow $2.58 Million From Bank7
------------------------------------------------
Judge Brenda T. Rhoades authorized Hudson Tree Farm, Inc., on a
final basis, to borrow from Bank 7 up to $2,575,000 in super-
priority debt secured by all property of the estate.

The borrowings from Bank 7 will be evidenced by two promissory
notes, one in the face amount of $1,800,000 and the other in the
face amount of $775,000.  The Debtor will pay a 1% origination fee
in connection with the Loans.  The proceeds of the Loans will be
used to satisfy all claims of AgriLand, PCA and AgriLand, FLCA.

The Loans will bear interest at a floating rate of Bank 7 Base
Rate, minus 1.30%, but with a 6.5% per annum interest rate floor
computed on a 365/360 day basis.  Payments on the loan will be
made monthly and will be interest only, in the absence of an event
of default.  The Loans will have a maturity date of one year from
the date of funding.  The Loans will be cross-collateralized and
cross-defaulted.

Effective upon the complete funding of the Loans and the payment
of the Payoff Amount, Bank 7 is granted super-priority
administrative expense status, with priority over all costs and
expenses of administration of the Debtor's case that are incurred
under any provision of the Bankruptcy Code.  Additionally, the
loans will be secured by liens against all property of the
Debtor's bankruptcy estate.  The liens granted to Bank 7 will be a
first lien against all property of the estate that is not
otherwise subject to a lien and will be a junior lien on property
of the estate that is subject to a lien.

                       About Hudson Tree Farm

Bonham, Texas-based Hudson Tree Farm, Inc., dba Kennedy Arbor, has
been engaged in the business of growing and selling trees.  The
company is formerly known as Hudson & Williams Investments, Inc.
Hudson Tree Farm filed for Chapter 11 bankruptcy (Bankr. E.D. Tex.
Case No. 11-43633) on Dec. 5, 2011.  Chief Judge Brenda T. Rhoades
oversees the case.  Bill F. Payne, Esq., at The Moore Law Firm,
LLP, serves as the Debtor's counsel.  In its schedules, the Debtor
disclosed assets of $11.7 million and liabilities of $2.6 million.
The petition was signed by Mark Hudson, president.


IGLESIA CRISTIANA: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Iglesia Cristiana La Nueva Jerusalem, Inc.
        aka New Jerusalem Christian Academy
        aka New Jerusalem Christian Bookstore
        aka Iglesia Cristiana La Nueva Jerusalen
        aka New Jerusalem LCU Campus
        fka New Jerusalem Christian Church, Inc.
        aka Iglesia Christiana La Nueva
        6616 E Chelsea St
        Tampa, FL 33610

Bankruptcy Case No.: 12-08724

Chapter 11 Petition Date: June 4, 2012

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

Debtor's Counsel: David W. Steen, Esq.
                  DAVID W STEEN PA
                  13902 North Dale Mabry Highway, Suite 110
                  Tampa, FL 33618
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100
                  E-mail: dwsteen@dsteenpa.com

Scheduled Assets: $4,594,835

Scheduled Liabilities: $5,155,973

A copy of the Company's list of its nine largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb12-08724.pdf

The petition was signed by Elvin Gonzalez, president.


IMG WORLDWIDE: S&P Revises Outlook to Positive on EBITDA Growth
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New York City-based IMG Worldwide Holdings Inc. (IMG) to positive
from stable. "At the same time, we affirmed our 'B' corporate
credit rating on the company," S&P said.

"We also affirmed our 'B+' issue-level rating on subsidiary IMG
Worldwide Inc.'s $350 million senior secured credit facilities due
2016. The '2' recovery rating remains unchanged and reflects our
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default," S&P said.

"Our rating outlook revision to positive from stable reflects
IMG's EBITDA growth over the past two years through acquisitions,
a rebound in business segments following the recession, and
significant cost-cutting," explained Standard & Poor's credit
analyst Michael Halchak. "Furthermore, we believe it is becoming
increasingly likely that IMG will be able to successfully
refinance its related party debt and, despite the fact that third-
party debt would likely carry a meaningfully higher interest rate,
credit measures would still support a higher rating. However, a
higher rating would also require IMG to maintain a financial
policy consistent with sustaining improved credit measures. As IMG
is owned in a fund run by Forstmann Little, a risk exists that
existing investors in the fund will seek to monetize their stake,
an event that IMG may need to fund through additional leverage."

"Our corporate credit rating on IMG reflects our assessment of the
company's business risk profile as 'weak' and our assessment of
its financial risk profile as 'highly leveraged,' according to our
criteria. Our assessment of IMG's financial risk profile as highly
leveraged reflects the company's high debt leverage, aggressive
financial policy, and acquisitive growth strategy," S&P said.

"The positive rating outlook reflects our view that if current
EBITDA generation proves sustainable, we believe IMG will be able
to successfully address certain capital structure triggers without
meaningfully impairing the financial profile, and that credit
measures will likely be supportive of a higher rating. An upgrade
would reflect our expectation that IMG will successfully address
capital structure triggers, such as refinancing the subordinated
notes, while maintain credit measures appropriate for a higher
rating, including EBITDA coverage of interest in the low-2x area.
A higher rating would also require IMG to maintain a financial
policy consistent with sustaining improved leverage," S&P said.

"A revision of the outlook to stable may result if current EBITDA
levels prove unsustainable or if IMG takes a more aggressive
posture toward shareholder returns or acquisitions than we have
contemplated, such that leverage spikes from current levels or we
expect EBITDA coverage of interest to be sustained below 2x," S&P
said.


INTEGRITY FEEDS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Integrity Feeds, LLC
        aka Lakeland Nutrition Group
        P.O. Box 99
        Owensboro, KY 42302

Bankruptcy Case No.: 12-40755

Chapter 11 Petition Date: June 1, 2012

Court: United States Bankruptcy Court
       Western District of Kentucky (Owensboro)

Debtor's Counsel: Todd A. Farmer, Esq.
                  FARMER & WRIGHT, PLLC
                  329 N. 5th Street
                  P.O. Box 7766
                  Paducah, KY 42002-7766
                  Tel: (270) 443-4431
                  Fax: (270) 443-4631
                  E-mail: todd@farmerwright.com

Scheduled Assets: $2,021,048

Scheduled Liabilities: $4,782,063

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/kywb12-40755.pdf

The petition was signed by Kenny Buckman, owner.


INTERNATIONAL HOME: Has Interim Access to Cash Collateral
---------------------------------------------------------
Judge Lamoutte S. Inclan authorized International Home Products,
Inc., to access the cash collateral of First Bank Puerto Rico on
an interim basis, strictly in accordance with a budget.

As adequate protection for the use of its cash collateral, the
Lender is granted adequate protection liens on all property of the
Debtor's estate to secure an amount of Prepetition Debt equal to
any decrease in the value of the Lender's interest in the
Prepetition Collateral occurring subsequent to the Petition Date.

The Debtor must be able to purchase inventory and pay employees
and vendors to maintain operations.  If the Debtor is unable to
purchase new inventory and pay its employees it will have to cease
operations and lay off more than 266 employees.

The Debtor has tried to negotiate with First Bank for the use of
the alleged cash collateral but the parties have been unable to
reach an agreement and the bank is requesting additional real
estate from third parties as collateral.  With respect to the line
of credit number, which is guaranteed by the account receivables
and inventory, the value of the collateral exceeds the amount of
the debt by $17,045,886.  Therefore, there is sufficient equity
cushion to adequately protect First Bank from any loss in the
value of the same.

First Bank-Puerto Rico, as secured creditor, has earlier opposed
the use by the Debtor of the Bank's cash collateral due to the
lack of adequate protection for its interest in the Cash
Collateral.  Furthermore, the Debtor has incurred and continues to
incur in wrongful acts that place the Bank's Cash Collateral in
considerable risk.  Without adequate protection, and absent a
viable reorganization strategy, the Bank's Cash Collateral will
diminish post-petition as a result of Debtor's deteriorating
financial condition.

First Bank-Puerto Rico is represented by:

         Manuel Fernandez-Bared, Esq.
         TORO, COLON, MULLET, RIVERA & SIFRE, P.S.C.
         P.O. Box 195383
         San Juan, PR 00919-5383
         Tel: (787) 751-8999
         Fax: (787) 763-7760
         E-mail: mfb@tcmrslaw.com

                About International Home Products

International Home Products, Inc., is engaged in the sale,
financing of "Lifetime" cookware and other kitchenware as well as
sale of account receivables in the secondary market.  It is the
exclusive distributor of "Lifetime" products in Puerto Rico for
over 40 years.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 12-02997) on April 19,
2012.  Carmen D. Conde Torres, Esq., in San Juan, P.R.,
serves as the Debtor's counsel.  Wigberto Lugo Mendel, CPA,
serves as its accountants.  The Debtor disclosed $66,155,798 and
$43,350,031 in liabilities as of the Chapter 11 filing.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro,
Colon, Mullet, Rivera & Sifre, P.S.C.


INTERNATIONAL MEDIA: Can Hire Houlihan Lokey as Financial Advisor
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware granted International Media Group Inc. et
al., permission to employ Houlihan Lokey Capital, Inc., as
financial advisor and investment banker for the Debtors, nunc pro
tunc to the Petition Date.

As reported by the Troubled Company Reporter on Feb. 9, 2012,
Houlihan Lokey will assist the Debtors in the formulation,
evaluation, and implementation of a sale of substantially all of
their assets.

                  About International Media Group

International Media Group Inc. and its affiliates operate
television station KSCI-TV (Channel 18) Long Beach, California;
KUAN-LP (Channel 48) Poway, California; and KIKU-TV (Channel 19)
Honolulu, Hawaii.  KSCI, KUAN and KIKU focus primarily on the
large Asian markets of Southern California and Hawaii and offer
programming in six (6) main languages -- (i) Chinese; (ii) Korean;
(iii) Tagalog (Filipino); (iv) Vietnamese; (v) English; and (vi)
Japanese.  The Television Stations' programming is a mix of
locally produced original news, entertainment, and talk shows,
purchased or syndicated foreign language programming, and paid
programming comprised principally of infomercials, per-inquiry and
direct response television advertisements.

KHAI Inc. owns all of the equity of KHLS Inc., which holds the FCC
license for KIKU-TV (Channel 19).  KSCI Inc. owns all of the
equity of KHAI and of KSLS Inc., which holds the FCC license for
KSCI-TV (Channel 18) and KUANLP (Channel 48).  International Media
Group Inc. owns all of the equity of KSCI.

AMG Intermediate LLC owns all of the equity of IMG, and AsianMedia
Group LLC owns all of the equity of AMG.  Non-debtor AsianMedia
Investors I L.P. owns all of the equity of AsianMedia.

International Media Group and six affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10140) on Jan. 9, 2012,
with the intent to sell their business as a going concern under
11 U.S.C. Sec. 363(a).

NRJ TV II LLC, an entity owned by the first lien lender, will be
the stalking horse bidder.  As of Jan. 9, 2012, the Debtors owe
$77.3 million on a first lien debt, including $67 million on a
term-loan.  Fortress Credit Corp. serves as agent.  Unless outbid
at the auction, the pre-petition lenders will acquire the assets
in exchange for a credit bid of $45 million, will assume certain
liabilities, and fund a "carve-out".  An auction and sale hearing
is contemplated to be held in March.

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
post-petition.  William E. Chipman, Jr., Esq., and Mark D.
Olivere, Esq., at Cousins Chipman & Brown, LLC, in Wilmington,
Delaware, serve as the Debtors' bankruptcy counsel.  The Debtors'
claims agent is Epiq Bankruptcy Solutions LLC.  International
Media disclosed $206,825,047 in assets and $233,218,073 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Dennis J. Davis, chief restructuring officer.


JEFFERSON COUNTY, AL: Residents, Officials File $1.6BB Claim
------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that elected
officials and residents from Jefferson County, Ala., on Monday
file a $1.6 billion claim in the county's bankruptcy, alleging
county employees and financial institutions conspired to profit
from debt refinancing involving complex securities, but lost money
and stuck ratepayers with the tab.

The members of the group, who said they represent 130,000
Jefferson County sewer system ratepayers, alleged their claims are
based on published financial data and other evidence, according to
Bankruptcy Law360.

                       About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JOHN D OIL: Wants Access to Insurance Premium Financing Agreement
-----------------------------------------------------------------
John D. Oil and Gas Company asks the Bankruptcy Court for
authority to enter into an Insurance Premium Finance Agreement
with Westfield Bank, FSB.

The Debtor must maintain various insurance policies which are
essential to the Debtor's business and to the preservation of the
property, assets, and operations of the Debtor.  The Debtor's
insurance policy with Travelers' Insurance expired on April 23,
2012, and would not be renewed.  The Debtor immediately sought a
replacement policy and obtained a quote from First Mercury
Insurance Company, A.M.  The Debtor engaged in discussions with
multiple companies in the business of providing insurance premium
financing, and determined that Mercury Insurance offered the most
advantageous terms for such financing.

The total premium for the Insurance Policy is $28,833, and the
Insurance Policy cannot presently be obtained by the Debtor unless
the premium paid in full or is financed.  The Debtor was unable to
locate an alternative source of financing for payment of these
funds.

The Debtor is unable to pay the premiums in the ordinary course of
business for the Insurance Policy, and has been unable to obtain
unsecured credit for the payment.  The Debtor proposes to finance
the Insurance Policy through Westfield Bank, FSB.

The Agreement requires the Debtor to make a down payment to
Westfield Bank in the amount of $8,247, and thereafter make
monthly payments of $2,343.21 for 9 months, commencing May 23,
2012, and ending Jan. 23, 2013.  The Agreement grants Westfield
Bank a lien and security interest in any and all sums payable to
the Insured relating to the policies identified in the Agreement,
including any payment on account of loss or any return premiums
and gross unearned premiums, as well as a security interest in all
deposit account maintained with Westfield Bank or its affiliates.

The lien and security interest of Westfield Bank will be senior to
the rights of the Debtor's estate in this or any subsequent
proceeding under the Bankruptcy Code, as well as to the rights of
any person or entity claiming a lien or security interest in any
assets of the Debtor.  The lien and security interest of Westfield
Bank in any loss payments will be senior to the rights of the
Debtor's estate in this or any subsequent proceeding under the
Bankruptcy Code, but will be subject to the interest of any
mortgages or other payees.  The lien and security interest of
Westfield Bank will be deemed duly perfected without further
action of Westfield Bank.

In the event that the Debtor fails to make monthly payments under
the Agreement, the Agreement allows Westfield Bank to cancel the
Insurance Policy and apply the unearned or return premiums,
dividends, any loss payments which reduce the unearned premiums
and dividends, subject to the rights of mortgagees or other loss
payees.

The Debtor's budget under the Cash Collateral Order provided for
premium payments to Travelers' Insurance in the amount of $5,228
for the current period.  The replacement policy with Mercury
Insurance is comparable to the budgeted policy payments, but
required a cash down payment of $8,247 followed by lower monthly
premiums of $2,343.21.  Recognizing that the immediate cash down
payment required an additional $3,019 above the approved budget
for the month of April, the Debtor sought the consent of RBS to
modify the agreed upon budget for insurance premiums.

Despite the comparable cost, the imminent expiration date of the
former policy, and the imperative need for the replacement
coverage, RBS has been unable to respond to the Debtor's request
for use of additional cash collateral.  Weighing the danger and
potential harm to the Debtor's estate posed by a lapse in
necessary insurance coverage, the Debtor had no other option but
to pay the down payment of $8,247 on April 20, 2012.

The hearing on the motion is set for June 21, 2012, at 10:00 a.m.

                        About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


KM ASSOCIATES: Summers Group to Invest Under Chapter 11 Plan
------------------------------------------------------------
KM Associates, LLC, filed a disclosure statement supporting its
plan of reorganization dated April 30, 2012.

The Debtor's plan of reorganization provides for the refinancing
of the Lenders' secured debt on the Principal Real Estate Asset by
the Debtor and third-party investor, The Summers Group.  Based on
multiple conversations with The Summers Group, it is the Debtor's
strong understanding that The Summers Group will also provide an
immediate capital infusion to satisfy, in part or in full, the
remaining Class of creditors' claims.

Summers Group will invest $384,000 to fully satisfy the
Contractors claims based on agreements between the Debtor and
Contractors.  In addition, Sumners Group is providing $450,000 to
fully satisfy the Erect Fund, Frank A. Baer, II, Lee O. Hill, and
Thomas E. Potter's claims based on agreements between the Debtor
and the parties.  The remainder of the capital infusion from The
Summers Group will be utilized to satisfy the remaining creditors
and provide for the continued development of the Principal Real
Estate Asset.

Currently, the Debtor is negotiating an agreement for the
refinancing of the secured debt between Citizens National Bank;
CNB Bank; First United Bank & Trust; Merchants National Bank of
Kittanning; Progressive Bank, NA; and Standard Bank PaSB; the
Debtor; and The Summers Group.  During recent discussions between
the parties, the refinancing of the secured debt centered on a
principal of approximately $17,000,000 at a 4.5% interest rate and
a 25 year amortization.

The hearing on the disclosure statement is on June 20, 2012, at
2:30 p.m.

A copy of the disclosure statement is available for free at:

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

                        About KM Associates

KM Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. W.Va. Case No. 12-20041) on Jan. 30, 2012.  The petition was
signed by Donald S. Simpson, managing member.  The Debtor, a
Single Asset Real Estate under 11 U.S.C. Sec. 101 (51B), disclosed
assets of $17.3 million and liabilities of $26.5 million.

Bank lenders The CNB Bank, Standard Bank PaSB First United Bank &
Trust, Progressive Bank, N.A., Citizens Bank of West Virginia,
Inc. and Farmers and Merchants Bank of Western Pennsylvania,
National Association, are represented by Arthur M. Standish, Esq.,
and Kristian J. Jamieson, Esq., at Steptoe & Johnson PLLC.


KM ASSOCIATES: Court Approves Deal With Lenders on Cash Use
-----------------------------------------------------------
Judge Ronald G. Pearson of the U.S. Bankruptcy Court for the
Southern District of West Virginia approved a stipulation between
CNB Bank and KM Associates, LLC, on behalf of Standard Bank, First
United Bank & Trust, Progressive Bank N.A., Citizens Bank of West
Virginia Inc., Farmers and Merchants Bank of Western Pennsylvania
N.A., regarding adequate protection and the use of cash
collateral.

To adequately protect the Lenders' interest in the Debtor's real
estate, the Debtor made $315,000 in payments to the Lenders.  The
payments are calculated based on assigning a value to the Real
Estate of $19,000,000 and providing for interest payments on that
amount at a rate of approximately 6.5% interest.  The $19,000,000
value of the Real Estate will be utilized for the sole purpose of
calculating adequate protection payments only.

The Debtor is authorized to use the cash collateral until the
occurrence of an Event of Default, for the maintenance and
preservation of its assets and the continued operation of its
business.

As adequate protection for the Debtor's use of cash collateral and
to secure payment of its allowed secured claim, the Lenders are
granted a valid, binding, enforceable, and perfected first
priority replacement security interest in and lien on:

     1. all of the Debtor's right to all property of the Debtor's
        estate; and

     2. to the extent the adequate protection proves insufficient
        to protect the Lenders' interest in and to the cash
        collateral, the Lenders will have a super priority
        administrative expense claim, senior to any and all claims
        against the Debtor.

                        About KM Associates

KM Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. W.Va. Case No. 12-20041) on Jan. 30, 2012.  The petition was
signed by Donald S. Simpson, managing member.  The Debtor, a
Single Asset Real Estate under 11 U.S.C. Sec. 101 (51B), disclosed
assets of $17.3 million and liabilities of $26.5 million.

Bank lenders The CNB Bank, Standard Bank PaSB, First United Bank &
Trust, Progressive Bank, N.A., Citizens Bank of West Virginia,
Inc. and Farmers and Merchants Bank of Western Pennsylvania,
National Association, are represented by Arthur M. Standish, Esq.,
and Kristian J. Jamieson, Esq., at Steptoe & Johnson PLLC.


LARSON LAND: Chapter 11 Trustee Hires Ball Janik as Attorneys
-------------------------------------------------------------
The Chapter 11 Trustee of Larson Land Company LLC, fka Select
Onion Co. LLC, asks permission from the U.S. Bankruptcy Court to
employ Ball Janik LLP as its counsel to:

(a) prepare all necessary applications, motions, memoranda,
    responses, complaints, answers, orders, notices, reports, and
    other papers required from the Trustee in connection with
    administration of this case;

(b) take all actions necessary to protect and preserve the
    Debtor's bankruptcy estate, including the prosecution of
    actions on the Trustee's behalf, the defense of any actions
    commenced against the Debtor's bankruptcy estate, negotiations
    concerning all litigation in which the Trustee is involved,
    objections to claims filed in this bankruptcy case, and
    the compromise or settlement of claims;

(c) represent the Trustee in all other aspects of the Chapter
    11 case; and

(d) provide such other legal advice or services as may be
    required in connection with this Chapter 11 case or the
    general operation and management of the Debtor's business
    and/or the conduct of the Debtor's financial affairs.

The firm's rates are:

  Professional           Status     Rates
  ------------           ------     -----
  Brad T. Summers        Partner     $450
  David W. Criswell      Partner     $435
  Mathew W. Lauritsen    Associate   $260
  Thorkild G. Tingey     Associate   $225
  Carole E. Brock        Paralegal   $195

Brad T. Summers, Esq., attests the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Larson Land Company

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million.  Judge Terry L. Myers presides
over the case.  Brent T. Robinson, Esq., at Robinson, Anthon &
Tribe, served as the Debtor's counsel.  The petition was signed by
Farrell Larson, president.


LARSON LAND: Chapter 11 Trustee Hires Hawley Troxell as Counsel
---------------------------------------------------------------
The Chapter 11 Trustee for Larson Land Company LLC, fka Select
Onion Co. LLC, seeks permission from the U.S. Bankruptcy Court to
employ Hawley Troxell Ennis & Hawley LLP as its attorneys pursuant
to these hourly rates:

   Professional          Status      Rates
   ------------          ------      -----
   Sheila R. Schwager    Partner     $250
   Nicholas Smith        Associate   $160
   Kathy Royster         Paralegal   $125

The Chapter 11 Trustee attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                       About Larson Land Company

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million.  Judge Terry L. Myers presides
over the case. Brent T. Robinson, Esq., at Robinson, Anthon &
Tribe, serves as the Debtor's counsel. The petition was signed by
Farrell Larson, president.


LIGHTSQUARED INC: Given Right to Limit Stock, Debt Sales
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports LightSquared Inc. persuaded the bankruptcy judge to
disregard objections from some secured creditors and impose
restrictions on purchase or sales of large blocks of stock or debt
that might prevent the company from utilizing tax losses after
emerging from Chapter 11 reorganization.

According to the report, an ad hoc group of creditors argued
unsuccessfully that limiting the ability of creditors to buy debt
after bankruptcy would entrench control of LightSquared in Philip
Falcone's Harbinger Capital Partners LLC.  The bankruptcy judge
signed an order allowing the company to restrict sales of large
blocks of stock.  In addition, LightSquared will have the right in
the future to require creditors to reverse purchase of debt it if
would interfere with the ability to utilize tax losses.

The report relates the creditors argued there was slim likelihood
that LightSquared in the future would be able to utilize tax
losses and thus no practical reason for restricting acquisition of
debt.  The ad hoc group included Capital Research & Management
Co., Appaloosa Management LP, Fortress Investment Group LLC, and
Silver Point Capital LP.

LightSquared, the report discloses, said it has $1.5 billion in
NOLs that "may be valuable assets."  The Internal Revenue Code
contains provision where a company's ability to utilize NOLs can
be lost or restricted if there is a change of control resulting
from sales of large blocks of debt or stock.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


MADISON 92ND: GECC Allowed 9% Rate on Judgment Claim
----------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein overruled the objection
lodged by Madison 92nd Street Associates LLC to $74,007,710
judgment claim asserted by General Electric Capital Corporation,
the Debtor's mortgagee, pursuant to a June 5, 2012 Memorandum
Decision and Order is available at http://is.gd/GpCShgfrom
Leagle.com.

Prior to the petition date, GECC obtained a Consensual Judgment of
Foreclosure and Sale against the Debtor.  After the chapter 11
case was filed, GECC filed a proof of secured claim in the amount
of the Judgment.  In its objection, the Debtor makes two
arguments: First, the portion of the Judgment that includes a
prepayment premium in the amount of $3.1 million should be
disallowed.  Second, the Court should fix the post-petition,
pendency interest rate under Sec. 506(b) of the Bankruptcy Code in
the amount of the federal judgment rate, which is currently less
than 0.2%, rather than the 9% rate provided for under New York's
Civil Practice Law & Rules Sec. 5004.

The Debtor owned real property located at 410 East 92nd Street in
Manhattan which it operated as a hotel.  In May 2008, the Debtor
borrowed $62 million from GECC, and secured its obligation by
granting GECC a mortgage on the Hotel.  Absent acceleration,
prepayment or extension, the loan was due and payable on May 31,
2013.  The Debtor was required to pay interest only for the first
two years, and beginning on June 1, 2010, make monthly principal
amortization payments based upon a 30-year amortization schedule.

The Debtor had the right to prepay the loan but only after the
36th loan month.  The Loan Agreement imposed a prepayment premium
that, according to the Debtor, was "designed to take into account
both lost interest, and the loss [sic] opportunity cost from the
lender having tied up its money in this loan instead of investing
it elsewhere."  The prepayment premium was equal to the greater of
1% of the outstanding balance of the loan or the Make Whole
Breakage Amount calculated as provided in Schedule 2.3(4) to the
Loan Agreement.  The Make Whole Breakage Amount involved a
complicated formula based, among other things, on the U.S. Dollar
Composite Swap Rate and the Weighted Average Life of the Loan, and
was intended to estimate the present value of the future interest
payments that would be eliminated by virtue of the prepayment.

A different rule applied "[i]f the Loan is accelerated during the
Lockout Period for any reason other than casualty or
condemnation."  In that event, the Loan Agreement imposed a
prepayment premium equal to 5% of the outstanding balance of the
loan.

The Debtor defaulted and GECC accelerated the loan during the
Lockout Period.

Finally, the loan bore interest at the annual rate of 6.94%, plus
an additional 5% as liquidated damages in the event that the
Debtor failed to pay any installment of interest or principal
within five days of the due date.

Following the Debtor's default, GECC commenced a foreclosure
action in New York supreme court, and ultimately obtained entry of
the Judgment on May 26, 2011.  The Judgment was consensual, and
included the award of the 5% prepayment premium as one of its
components.  GECC thereafter noticed a foreclosure sale, but the
sale was automatically stayed when the Debtor filed for chapter
11.

The Debtor has sold the Hotel under a confirmed plan.  GECC's lien
attached to the proceeds of the sale, and its claim is
oversecured.

According to the Court, the Debtor failed to show that the 5%
prepayment premium is disproportionately greater than the premium
under the Make Whole formula because it never computed the latter
number.

"The debtor has failed to offer any proof that at the time that
the parties entered into the Loan Agreement, GECC's damages
resulting from a default during the Lockout Period were readily
ascertainable," the Court held.  "The prepayment premium was
designed to compensate GECC for the lost stream of interest
payments. GECC's damages would depend on future changes in
interest rates, which were not readily ascertainable at the
inception of the Loan Agreement.  In addition, had the debtor
actually prepaid the loan, GECC would at least have had the
principal to invest elsewhere.  However, the debtor did not pay
the loan, and GECC lost the use of its money as well as its income
stream.  The parties may well have contemplated that a quick
default would be followed by a costly delay in payment, and
factored that into the premium."

The Court also held the Debtor has failed to demonstrate whether
or to what extent the 9% rate will prejudice unsecured creditors,
and under all of the circumstances, has failed to convince the
Court that it should adjust the presumptive statutory rate in the
exercise of its discretion.

The Court noted the Debtor is liquidating, and will not require or
receive a fresh start.   The Debtor sold the Hotel for $82
million.  The GECC Judgment was entered approximately one year
ago, and the application of the 9% rate will increase GECC's claim
to roughly $80.7 million.  On its face, this would render the
debtor insolvent -- possibly administratively insolvent; the
Debtor's administrative and priority tax claims total roughly $3
million.  In addition, filed unsecured claims approximate $1.4
million.  The Debtor predicts, however, that it will receive
additional funds that the Courtyard Management Corporation is
holding in escrow, intends to pursue claims against the latter,
and will reduce a New York City priority tax claim by $142,000.
As a consequence, the Debtor's counsel argued at the confirmation
hearing that the plan was feasible regardless of the outcome of
the Objection because there will be enough money to pay all
claims, including, possibly, all unsecured claims.

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  Cushman & Wakefield Sonnenblick Goldman, LLC
serves as financial advisors.  It scheduled $84,471,069 in assets
and $75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.  Thomas R. Slome, the examiner, tapped his firm,
Meyer, Suozzi, English & Klein, P.C., as his counsel.

As reported by the Troubled Company Reporter on May 30, 2012, the
Debtor sold the hotel for $82 million cash to an affiliate of RLJ
Lodging Trust pursuant to the plan confirmation order signed on
May 25.  RLJ is a real estate investment trust with 140 hotel
properties.  It is expected, but not guaranteed, that the net sale
proceeds will be sufficient to pay all creditors in full.

The Court authorized the Debtor to sell substantially all of the
estate's real estate assets in an auction led by CIM Group
Acquisitions, LLC.


MARTINUCCI FAMILY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Martinucci Family Enterprises LP
        4210 West Irving Park Road
        Chicago, IL 60641

Bankruptcy Case No.: 12-22481

Chapter 11 Petition Date: June 1, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Joel A Schechter, Esq
                  LAW OFFICES OF JOEL SCHECHTER
                  53 W Jackson Blvd., Suite 1522
                  Chicago, IL 60604
                  Tel: (312) 332-0267
                  Fax: (312) 939-4714
                  E-mail: joelschechter@covad.net

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

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

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

The petition was signed by Sergio Martinucci, member of general
partner.


MIT-HIMA INC: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mit-Hima, Inc.
        65 Sheridan Drive, N.E.
        Atlanta, GA 30305

Bankruptcy Case No.: 12-64037

Chapter 11 Petition Date: June 4, 2012

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

Judge: James R. Sacca

Debtor's Counsel: Frank B. Wilensky, Esq.
                  MACEY, WILENSKY, KESSLER & HENNINGS, LLC
                  230 Peachtree Street, NW, Suite 2700
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355
                  E-mail: smcconnell@maceywilensky.com

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

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

A copy of the Company's list of its 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb12-64037.pdf

The petition was signed by Mitesh Amin, CEO, CFO, secretary.


MEDICAL EDUCATIONAL: Court Stands By Order on Contract Dispute
--------------------------------------------------------------
Bankruptcy Judge Brian K. Tester denied the defendants' Motion To
Alter Or Amend Judgment And/Or Motion for Reconsideration of
Judgment in the lawsuit, MEDICAL EDUCATIONAL AND HEALTH SERVICES,
Plaintiff, v. MUNICIPALITY OF MAYAGUEZ, ET ALS. Defendant, Adv.
Proc. No. 10-00148 (Bankr. D. P.R.).  Medical Educational and
Health Services on Sept. 1, 2010, filed the complaint against the
Municipality of Mayaguez, et als. for among other causes of action
-- recovery of money/property, injunctive relief and declaratory
judgment.  The dispute stemmed from the Defendants' termination of
a contract without written notice.  The Court held that the
contract clearly establishes the notification procedure to be
followed in the event of a termination for lack of rent payments.
Therefore, the contractual procedure should have been followed.
Since the procedure was not followed, the termination was
contractually invalid.

A copy of the Court's June 4, 2012 Opinion and Order is available
at http://is.gd/Hvg7N4from Leagle.com.

In a related lawsuit, MAYAGUEZ MEDICAL CENTER DR RAMON E.
BETANCES, INC. Plaintiff, v. MEDICAL EDUCATIONAL AND HEALTH
SERVICES, INC. Defendant, Adv. Proc. No. 10-00146 (Bankr. D.
P.R.), Judge Tester also denied the plaintiff's Motion To Alter Or
Amend Judgment And/Or Motion for Reconsideration of Judgment.  On
Aug. 24, 2010, Mayaguez Medical Center Dr. Emeterio Betances Inc.
filed a complaint against Medical Educational and Health Services
for declaratory judgment, collection of monies, and injunctive
relief, also stemming from the contract termination.

A copy of the Court's June 4, 2012 Opinion and Order in the second
lawsuit is available at http://is.gd/R2Y3Txfrom Leagle.com.

            About Mayaguez Advanced Radiotherapy Center

Based in Mayaguez, Puerto Rico, Mayaguez Advanced Radiotherapy
Center filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No.
09-04540) on June 2, 2009.  Fausto D. Godreau Zayas, Esq. --
dgodreau@LBRGlaw.com -- at Latimer, Biaggi, Rachid & Godreau, LLP,
serves as Debtor's counsel.  The Debtor disclosed US$3,810,510 in
total assets and US$1,357,473 in total debts in its schedules
attached to the petition.

           About Medical Educational and Health Services

Headquartered in Mayaguez, Puerto-Rico, Medical Educational and
Health Services Inc. was created, specifically, to promote and
advance the establishment and operation of medical educational
facilities and institutions along the western areas of Puerto
Rico.  The Company filed for Chapter 11 bankruptcy protection on
June 3, 2010 (Bankr. D. P.R. Case No. 10-04905).  The Company
estimated US$10 million to US$50 million in assets and
US$1 million to US$10 million in liabilities.  The Debtor is
represented by:

     Rafael Gonzalez Velez, Esq.
     1806 Calle McLeary Suite 1-B
     San Juan, PR 00911-1321
     Tel: (787) 726-8866
     Fax: (787) 726-8877
     E-mail: rgvlo@prtc.net


MORGAN INDUSTRIES: Proposes to Auction Assets July 9
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Morgan Industries Inc. will sell its Hunter sailboat
business to Tiger International Management Inc. for $1.6 million
cash unless a better offer turns up at auction on July 9.  The
bankruptcy court in Trenton, New Jersey, approved procedures last
week where bids are due July 3.  A hearing to approve the sale
will take place July 9.  At the same auction, Morgan will sell the
assets once used to manufacture powerboats under the names
Silverton, Mainship, and Luhrs.

According to the report, no buyer is under contract for the
powerboat assets.  Morgan is willing to sell the powerboat assets
to one or more buyers.  The bankruptcy is being funded by the
secured lender Bank of America NA, which is requiring a quick sale
of the assets.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

In their petition, the Debtors listed $53 million in total assets
and $80 million in total liabilities.  The petitions were signed
by John T. Peterson, treasurer.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.


NORBORD INC: S&P Rates New $165-Mil. Senior Secured Notes 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to Toronto-based Norbord Inc.'s
proposed $165 million senior secured notes. "A '3' recovery rating
reflects our expectation of a meaningful (50%-70%) recovery in our
simulated default scenario," S&P said.

"At the same time, Standard & Poor's assigned its 'B+' issue-level
rating and '5' recovery rating to Norbord's proposed US$75 senior
unsecured notes. A '5' recovery rating indicates our expectation
of a modest (10%-30%) recovery in our simulated default scenario,"
S&P said.

"The proposed senior secured notes would rank equally with
Norbord's 2017 secured notes and revolving credit facility, and
the proposed senior unsecured notes would be structurally
subordinated to all secured debt," S&P said.

"We understand that proceeds from the proposed notes will be used
to repay $240 million of senior secured notes maturing in July
2012 and will not affect the company's credit metrics. Norbord's
leverage is 10x at present; however, we expect modest improvements
in EBITDA to reduce leverage to about 7x by year-end 2012. The
company's liquidity remains adequate," S&P said.

"The ratings on Norbord reflect what we view as the company's weak
business risk profile and aggressive financial risk profile," S&P
said.

"We believe that Norbord's business risk profile reflects its low-
cost operations and market position as the second-largest North
American oriented strandboard producer," said Standard & Poor's
credit analyst Jatinder Mall. "These strengths are partially
offset, in our opinion, by Norbord's exposure to housing
construction markets, its highly leveraged capital structure, and
weak profitability," Mr. Mall added.

"The negative outlook on Norbord reflects Standard & Poor's
expectations that the company's credit metrics will remain weak in
the near term given a prolonged recovery of the U.S. housing
construction market."

Norbord is the second-largest oriented strandboard producer in the
world, with annual capacity of more than 5 billion square feet.
The company also produces particleboard and medium density
fiberboard. Its operating facilities are located primarily in
North America and about one-quarter of its capacity is in Europe.

RATINGS LIST
Norbord Inc.
Corporate credit rating       BB-/Negative/--

Ratings Assigned
US$165 million sr secured notes      BB-
Recovery rating                     3
US$75 million sr unsecured notes     B+
Recovery rating                     5


NORTHAMPTON GENERATING: Still Considering Plan Options
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Northampton Generating Co. for a second time is requesting
an extension of the exclusive right to propose a reorganization
plan.  If approved at a June 26 hearing by the U.S. Bankruptcy
Court in Charlotte, North Carolina, the new plan-filing deadline
will be pushed out by three months to Sept. 30.  Northampton now
qualifies as a so-called merchant electric generator as a result
of the termination of a power-purchase agreement with Metropolitan
Edison Co.  It is now part of the PJM Interconnection LLC network.
The company said it "continues to analyze its options with regard
to a plan of reorganization."

                   About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor estimated assets and debts of up to $500 million.  Debt
includes $73.4 million owing on senior bonds issued through the
Pennsylvania Economic Development Financing Authority.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
this case.


NORTHAMPTON GENERATING: Asks for Sept. 30 Extension to File Plan
----------------------------------------------------------------
Northampton Generating Company, L.P., asks the Hon. J. Craig
Whitley of the U.S. Bankruptcy Court for the Western District of
North Carolina to further extend the exclusive period to file a
plan of reorganization until Sept. 30, 2012, and the exclusive
period to solicit acceptances of the plan until Nov. 29, 2012.

Judge Whitley previously extended the Debtor's exclusive period to
file a plan until July 2, 2012, and the exclusive period to
solicit acceptances of that plan until Aug. 31, 2012.

The Debtor has entered into settlements with contract
counterparties Metropolitan Edison Company and PPL Electric
Utilities Corporation.  The settlement with Met-Ed provides for a
consensual early termination of the power purchase agreement.  The
Debtor filed a notice of effectiveness of the Met-Ed settlement on
April 30, 2012.  The Debtor entered into a settlement with PPL on
March 28, 2012, to provide for an early termination of
interconnection agreements and enter into a new interconnection
agreement.  The court order approving the PPL Settlement Agreement
was entered on April 23, 2012.

On May 1, 2012, the Debtor became a merchant plant.  The Debtor
obtained membership status from PJM Interconnection, LLC, in the
Generation Owner Sector so it can sell energy into the PJM Market.
The Debtor also obtained authority to enter into a new energy
management agreement with PPL EnergyPlus, L.L.C., as a power
marketer on April 24, 2012.

The Debtor says that it continues to analyze its options with
regard to a plan of reorganization.  The Debtor submits that the
request for a second extension is relatively brief, is customary
and typical in large Chapter 11 cases and will not harm creditors.
The Debtor assures the Court that the second extension of
exclusivity would allow additional time for the Debtor to
negotiate with the secured lenders and other creditors to
formulate a confirmable plan.

                   About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor estimated assets and debts of up to $500 million.  Debt
includes $73.4 million owing on senior bonds issued through the
Pennsylvania Economic Development Financing Authority.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
this case.


PEARL VALLEY: Resort Seeks Bankruptcy Protection
------------------------------------------------
Nicolas Parasie at Dow Jones' Daily Bankruptcy Review reports that
Pearl Valley, a South African golf development owned by Dubai
investment firm Istithmar, , filed for bankruptcy protection in
May to allow it to restructure, the latest example of an
investment made in the boom years by the emirate turning sour
because of the global financial crisis.


PEMCO WORLD: To Pay $1.2 Million to Workers at Closing Plant
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Pemco World Air Services Inc. was given permission by the
bankruptcy court at the end of last week to spend $1.2 million on
its workers in closing the facility in Dothan, Alabama.  Pemco
intended to close the Dothan operation when the Chapter 11
reorganization began in March.

According to the report, the court-approved agreement allows some
payments to workers that might not qualify for full payment under
strict application of bankruptcy law.

The report relates Sun Capital Partners Inc., which is providing
$6 million in financing, is under contract to make the first bid
at auction currently scheduled for June 7.  A hearing for approval
of the sale is now on the court calendar for June 12.  Unless
outbid, Sun will take ownership in exchange for pre-bankruptcy
debt and financing for the Chapter 11 case.

A Sun affiliate acquired the $31.8 million senior secured debt
from Merrill Lynch Credit Products LLC and is also the holder of a
$5.6 million subordinated secured loan.  In addition, Sun will pay
ordinary-course-of-business trade payables incurred during
bankruptcy that aren't already paid.

                  About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012, with a $37.8 million DIP financing
and a "stalking horse" bid from an affiliate of its current owner,
Sun Aviation Services, LLC.

Young Conaway Stargatt & Taylor, LLP has been tapped as general
bankruptcy counsel; Kirkland & Ellis LLP as special counsel for
tax and employee benefits issues; AlixPartners, LLP as financial
advisor; Bayshore Partners, LLC as investment banker; and Epiq
Bankruptcy Solutions LLC as notice and claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

Sun Capital Partners Inc., which is providing $6 million in
financing, has a contract to make the first bid at auction on May
23.  Unless outbid, Sun will take ownership in exchange for pre-
bankruptcy debt and financing for the Chapter 11 case.  A Sun
affiliate acquired the $31.8 million senior secured debt from
Merrill Lynch Credit Products LLC and also holds a $5.6 million
subordinated secured loan.  In addition, Sun will pay any
ordinary-course-of-business trade payables incurred during
bankruptcy that aren't already paid.


PENINSULA HOSPITAL: Case Trustee Hires Foy Advisors as Consultant
-----------------------------------------------------------------
Lori Lapin Jones, as Chapter 11 Trustee for the estates of
Peninsula Hospital Center and Peninsula General Nursing Home Corp.
d/b/a Peninsula Center for Extended Care & Rehabilitation, asks
the U.S. Bankruptcy Court for authority to employ Foy Advisors LLC
as consultant.

On March 30, 2012, the Chapter 11 Trustee replaced Todd Miller,
the Debtors' Chief Executive Officer.  Thereafter, David Masini,
the Debtors' Chief Operating Officer, played an important role
assisting the Chapter 11 Trustee in effectuating the plan of
closure for PHC, winding down PHC, and overseeing the ongoing
operations of PGN.  Mr. Masini is no longer employed by the
Trustee.

The Chapter 11 Trustee believed that it was both necessary and
appropriate to immediately hire someone with healthcare experience
to replace Mr. Masini to assist the Trustee in the continued wind
down of PHC, the sale of PHC's assets, the operation of PGN, and
the sale of PGN.

As set forth in the Engagement Letter, Foy Advisors has agreed to
devote three days per week to the Chapter 11 Cases.  Foy Advisors'
responsibilities will include those commensurate with that of a
chief operating officer.  As further set forth in the Engagement
Letter, Foy Advisors will be deemed an independent contractor and
will be responsible for payment of its own taxes in connection
with any consulting fees paid to it.  Foy Advisors' engagement is
"at will" and can be terminated by either party upon written
notice.

Foy Advisors will be paid a weekly fee of $5,000, which will be
paid by the Chapter 11 Trustee in the ordinary course of business
without further application to or order of the Court.

James Foy 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.


PITTSBURGH CORNING: Objects to Insurers' Discovery Request
----------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that supporters
of a reorganization plan for Pittsburgh Corning Corp. on Monday
objected to two insurers' request that more discovery be allowed
in connection with the plan, saying there is no basis for any
additional efforts.

Bankruptcy Law360 says the plan supporters, including the asbestos
claimants committee, Pittsburgh Corning and the future claimants'
representative, said Mt. McKinley Insurance Co. and Everest
Reinsurance Co.'s July 2011 motion for a case management order
regarding discovery goes beyond discovery questions.

                       About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte & Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.

As reported by the TCR on April 25, 2012, Pittsburgh Corning
Corp., a joint venture between Corning Inc. and PPG Industries
Inc., filed another amendment to its reorganization plan designed
to wrap up a Chapter 11 begun 12 years ago.  According to the
report, a hearing to consider the new plan is scheduled for
June 21.


PMI GROUP: Plan Exclusivity Period Extended to Aug. 20
------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
PMI Group's motion to extend the exclusive period during which the
Company can file a Chapter 11 plan and solicit acceptances thereof
through and including August 20, 2012 and October 18, 2012,
respectively.

According to the Company, "Notwithstanding the Debtor's commitment
to continue to diligently prosecute this Chapter 11 Case, the
extensions...may not provide sufficient time for the Debtor to
complete the various tasks that may need to be completed before a
plan can be confirmed."

                      About The PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


POOLED COLLEGE: Moody's Affirms 'Ba1' Rating on Revenue Bond
------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on The
Pooled College and University Projects, Series 2007 Revenue Bond
issued by the California Educational Facilities Authority (CEFA).
The outlook is negative.

Summary Rating Rationale:

The Ba1 rating for the Series 2007 Bonds is based on "Weak Link
Plus" approach which places a greater emphasis on the probability
of default by the weakest participant in the pool. CEFA's pooled
financing is unenhanced, with each institution responsible only
for its portion of total debt service. The negative outlook for
the Series 2007 bonds reflects the deteriorating credit
fundamentals of Keck Graduate Institute (KGI), a pool participant.

Outlook

The rating outlook is negative based on concern for the credit
quality of Keck Graduate Institute and continuation of poor
operating performance and cash flow generation and potential use
of balance sheet resources to fund operating deficits.

What Could Make The Rating Go Up / Down

Rating can change due to the rating changes of the individual
participants and also due to the change in relative share in the
pool due to scheduled maturities and refundings.

Principal Methodology Used

The principal methodology used in this rating was Moody's Approach
to Rating U.S. Municipal and Not-For-Profit Pool Financings
published in May 2010.


POTOMAC SUPPLY: Court OKs Keiter as Tax Advisor
-----------------------------------------------
Potomac Supply Corporation sought and obtained approval from the
U.S. Bankruptcy Court to employ Keiter as tax advisor.  Potomac
Supply attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr. presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serve as the Debtor's bankruptcy counsel.
The petition was signed by William T. Carden, Jr., chief executive
officer.

LeClairRyan, A Professional Corporation is representing the
Official Committee of Unsecured Creditors.


PROCTOR HOSPITAL: Moody's Cuts Long-Term Bond Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Ba1 the long-
term bond rating assigned to Proctor Hospital's (IL) $22.5 million
of outstanding bonds issued by the Illinois Finance Authority. The
outlook is negative.

Rating Rationale

The downgrade to Ba2 from Ba1 is based on Proctor's decline in
operating performance and balance sheet position, a trend driven
by the hospital's modest market share in Peoria's highly
competitive service area. Proctor maintains very limited headroom
on its debt covenants, which is a cause for concern.

Challenges

* Balance sheet ratios remain very narrow, with 64 days cash on
hand, 54% cash to debt, and unrestricted cash of $20.5 million at
fiscal year end (FYE) 2011 leaving limited headroom on debt
covenants with privately placed term loan agreement. Lender
Regions Bank could demand immediate repayment, a term that exposes
Proctor to considerable liquidity risk and could position fixed
rate bondholders with very narrow liquidity following such
repayment.

* Decline in operating performance in fiscal year (FY) 2011 (1.6%
operating margin and 6.0% operating cash flow margin) despite
growth in admissions since FY 2009.

* Highly competitive Peoria market; Proctor's market share
continues to trail those of St. Francis Hospital of the OSF
Healthcare System (A3/stable outlook) and Methodist Medical Center
(A2/stable outlook); Proctor is considerably smaller than its
competitors with $124 million in total revenues (based on FY 2011
audited financial statements) and inpatient admissions of
approximately 7,000.

* Reliance on Medicare (52% of gross revenues in FY 2011,
compared to a median of 43% for all rated hospitals), which
heightens Proctor's vulnerability to Medicare reimbursement
reductions.

* Average age of plant (18.8 years) is expected to remain
elevated and nearly double the national median of 10.3 years;
capital spending rose to 1.4 times depreciation in FY 2011
following two years of below 1.0 times spending.

* Defined benefit pension plan, which was frozen in 2008, remains
underfunded: at FYE 2011, plan assets equaled just 62% of the $65
million projected benefit obligation (a deterioration from the 74%
funded status and $57 million projected obligation at FYE 2010 ).

Strengths

* Relatively high acuity for a small community hospital, as
evidenced by a Medicare case mix index (CMI) of 1.56 in FY 2011,
due in large part to growth of orthopedic, cardiac, and
interventional radiology services.

* Low reliance on Medicaid, which comprised just 5% of gross
revenues in FY 2011 (compared to 11.6% for Ba medians).

* Growth in admissions of 2% and observation stays up 19% in FY
2011.

Outlook

The negative rating outlook reflects Moody's expectation that
Proctor's financial performance will remain pressured,
particularly due to Medicare reimbursement reductions that
exacerbate Proctor's operating challenges. Moody's believes
balance sheet levels will remain low, and credit quality will
continue to be vulnerable to the risks associated with variable
rate debt, particularly given the limited room under the covenants
detailed in the term loan agreement with Regions Bank. Moody's
expects Proctor's third place market position will continue in the
highly competitive the Peoria service area.

What Could Make The Rating Go Up

Significant and sustained improvement in operating performance and
cash position; ability to address ongoing capital needs without
affecting balance sheet measures adversely; patient volume growth
that leads to increased market share and operating revenues to
levels consistent with higher rating categories.

What Could Make The Rating Go Down

Further weakening of balance sheet ratios and/or operating
margins; failure to maintain minimum debt service coverage and
cash levels called for in the term loan agreement with Regions
Bank; decreased market share that affects patient volumes and
operating revenues materially; inability to offset reductions in
Medicare reimbursement; inability to manage capital needs without
significantly impairing cash and/or debt levels.

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


PUENTE HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Puente Holdings, LLC
        6055 Abbottswood Row
        La Jolla, CA 92037

Bankruptcy Case No.: 12-08084

Chapter 11 Petition Date: June 4, 2012

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: Jae Y. Kang, Esq.
                  KIM KANG & OH APC
                  7675 Dagget Street, Suite 350
                  San Diego, CA 92111
                  Tel: (858) 292-2550
                  E-mail: jae@kimandkang.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 three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/casb12-08084.pdf

The petition was signed by Steve Slagter, manager.


QUIGLEY CO: Boosts Asbestos Funds in New Ch. 11 Plan
----------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that Pfizer Inc. unit
Quigley Co. unveiled a new reorganization plan Monday that would
increase Pfizer's payments toward an asbestos claims trust,
responding to a New York bankruptcy judge's criticism of the drug
giant's limited role in a previous plan.

Bankruptcy Law360 recalls that Quigley, which at one point made
asbestos-laden insulation, filed a fifth amended Chapter 11 plan
after U.S. Bankruptcy Judge Stuart M. Bernstein rejected the
previous plan in September 2010.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestors claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.


RCR PLUMBING: Bryan Cave Okayed as Committee's Conflicts Counsel
----------------------------------------------------------------
The Official Unsecured Committee of Unsecured Creditors of RCR
Plumbing and Mechanical Inc. sought and obtained approval from the
U.S. Bankruptcy Court to retain Bryan Cave LLP as special
conflicts counsel to the Committee.

The firm will provide these services:

   (a) Investigating PNC Bank's interests in the Debtor's property
       and property of the bankruptcy estate;

   (b) Preparing any necessary motions, applications, orders,
       memoranda, reports, and papers arising from Bryan Cave's
       investigations;

   (c) Advising the Committee with respect to Bryan Cave's
       investigations; and

   (d) Rendering such other advice and services necessary to the
       Committee as its special conflicts counsel after obtaining
       the necessary approval of this Court.

The firm's rates are:

   Professional                              Rates
   ------------                              -----
   Partners                                $395 - $860
   Counsel                                 $350 - $545
   Associates                              $230 - $545
   Paraprofessionals                       $165 - $255

Sharon Z. Weiss, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                         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.


RIDGE MOUNTAIN: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ridge Mountain, LLC
        dba Mountain Brook Apartments
            Ridgemont Apartments
        342 South Salina Street, Suite 210
        Syracuse, NY 13202
        Tel: (315) 423-7100

Bankruptcy Case No.: 12-31090

Chapter 11 Petition Date: June 4, 2012

Court: U.S. Bankruptcy Court
       Northern District of New York (Syracuse)

Judge: Margaret M. Cangilos-Rui

About the Debtor: The Debtor operates that Mountain Brook
                  Apartments in Chattanooga, Tennessee, and the
                  Ridgemont Apartments in Red Bank, Tennessee.
                  The apartments secure a $22 million debt to U.S.
                  Bank, N.A.

Debtor's Counsel: Lee E. Woodard, Esq.
                  HARRIS BEACH PLLC
                  333 West Washington Street, Suite 200
                  Syracuse, NY 13202
                  Tel: (315) 423-7100
                  Fax: (315) 422-9331
                  E-mail: bkemail@harrisbeach.com

Scheduled Assets: $16,500,000

Scheduled Liabilities: $23,571,439

The petition was signed by Patrick Phelan, president of First
Salina Prop., managing member.

Debtor's List of Its 11 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
U.S. Bank National Association     --                   $5,500,000
U.S. Bankcorp Center
800 Nicollet Mall
Minneapolis, MN 55402

Amie Wingfield                     --                   $1,197,500
420 Frazier Avenue
Chattanooga, TN 37405

State of Tennessee                 --                     $100,000
Commissioner of Revenue
Tennessee Dept. of Revenue
300 Deaderick Street
Nashville, TN 37242

Internal Revenue Service           --                      $80,000

Delany & O'Connor                  --                      $65,000

Patrick Phelan                     --                      $55,000

Larew, Doyle & Associates          --                      $51,639

State of Tennessee                 --                      $11,000

John G. McDougal, Esq.             --                       $8,000

Clear Channel Outdoor Corporate    --                       $1,800

Leltner, Williams, Dooley and      --                       $1,500
Napolitan, PLLC


ROCKY MOUNTAIN: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rocky Mountain Land Company LLC
        5690 Webster Street
        Arvada, CO 80002-2541

Bankruptcy Case No.: 12-21643

Chapter 11 Petition Date: June 1, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Harvey Sender, Esq.
                  SENDER & WASSERMAN, P.C.
                  1660 Lincoln St., Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: Sendertrustee@sendwass.com

Scheduled Assets: $4,953,945

Scheduled Liabilities: $5,975,965

A copy of the Company's list of its eight largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cob12-21643.pdf

The petition was signed by Joe Jehn, manager.


ROOMSTORE INC: Rejection of Mattress Discounters Deal Affirmed
--------------------------------------------------------------
Chief Bankruptcy Judge Douglas O. Tice, Jr., ruled that the Buy-
Sell Agreement for Mattress Discounters Group, LLC, dated Jan. 8,
2010, is an executory contract pursuant to provisions of 11 U.S.C.
Sec. 365(a), and that the Agreement has been rejected by RoomStore
Inc. in accordance with its sixth notice of rejection of executory
contracts and unexpired leases of nonresidential real property.

Accordingly, the objection filed by Mattress Discounters Group,
through Raymond T. Bojanowski, to RoomStore's sixth notice of
rejection of certain executory contracts is overruled, and the
Buy-Sell Agreement is deemed rejected as of the March 16, 2012.

On Dec. 1, 2008, RoomStore and Mr. Bojanowski entered into a
limited liability company operating agreement in connection with
the formation of Mattress Discounters Group, organized under the
Virginia Limited Liability Company Act, VA. CODE ANN. Sections
13.1-1000-13.1-1080 (2012).  RoomStore owns a 65% membership
interest in MDG, and Mr. Bojanowski owns the remaining 35%
membership interest.  MDG operates a chain of about 80 retail
mattress and bedding stores in Maryland, Virginia, Delaware, and
Washington, D.C.; it employed approximately 188 employees in
fiscal year 2011 and generated revenues of $59.5 million, $61.6
million, and $59.2 million in fiscal years 2010, 2011, and 2012,
respectively.  MDG is profitable, has no long-term debt, generates
positive cash flow from operations, and paid pro rata cash
distributions of $1,625,000 and $650,000 to RoomStore in fiscal
years 2011 and 2012.

RoomStore performs certain of MDG's essential support and
logistics functions, including accounting, human resources,
information technology, and distribution and delivery services.

A copy of the Court's June 4, 2012 Memorandum Opinion is available
at http://is.gd/TPpslIfrom Leagle.com.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos.
08-21642 and 08-21644).  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.  Tyler P. Brown,
Esq., and Justin F. Paget, Esq., at Hunton & Williams, in
Richmond, Virginia, represent the Unsecured Creditors Committee.


SAGAMORE PARTNERS: Can Employ Jaroslawicz for Adversary Proceeding
------------------------------------------------------------------
The Bankruptcy Court for the Southern District of Florida
authorized Sagamore Partners, Ltd., to employ Isaac M.
Jaroslawicz, Esq., and the law firm of Jaroslawicz Law Offices to
represent the Debtor as special litigation counsel in Adversary
Proceeding Case No. 11-03122-AJC, nunc pro tunc to Mar. 25, 2012.

The firm will act as substitute counsel for the Debtor as to all
litigation matters raised in the adversary proceeding.  Once
approved, Peter D. Russin, Esq., and the law firm of Meland Russin
& Budwick, P.A., will have no further responsibility in the
adversary proceeding except for matters relating to substantive
and procedural bankruptcy issues, and will participate with Mr.
Jaroslawicz at his request on all matters.

Mr. Jaroslawicz's hourly rate is $400, while associates,
assistants and paralegals at his Firm are billed at hourly rates
ranging from $125 to $300.

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

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  The petition was signed by Martin W. Taplin, Pres of
Miami Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC,
general partner.


SDA INC: Strauss Auto Shuts Stores, Returns to Ch. 11 to Sell
-------------------------------------------------------------
155 Route 10 Associates, Inc., SDA, Inc., and Wayne Philadelphia
Associates, Inc., sought Chapter 11 protection (Bankr. D. N.J.
Case Nos. 12-24414 to 12-24416) on June 5, 2012, in Newark, New
Jersey.

SDA is a regional retailer of after-market automotive parts and
accessories and operator of automotive service centers and owns
commercial real estate located in Wayne, New Jersey.  Subsidiaries
Route 10 Associates and Wayne Philadelphia own commercial real
estate located in East Hanover and Wayne, respectively.

The Debtors' retail and service centers are located throughout the
New York, New Jersey, and Pennsylvania areas.  Prior to the
Petition Date, the Debtors operated at a total of 46 retail store
locations, 43 of which provided auto service work.  The Debtors
operated 24 of the stores in New Jersey, 19 in the New York City
metropolitan area, and 3 in Pennsylvania.

                         Operations Ceased

Just prior to the Petition Date, the Debtors ceased substantially
all operations at all 46 stores and terminated roughly 580
employees.  As of the Petition Date, the Debtors employed 130
employees, 128 of which are fulltime and 23 of which are members
of a union.

SDA's capital structure, for the most part, was formed in late
2010 when SDA's predecessor, Autobacs Strauss, Inc., reorganized
under Chapter 11 in a case filed in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 09-10358).
Autobacs Strauss Inc.'s plan of reorganization was confirmed on
Sept. 15, 2010, and became effective on Oct. 6, 2010.

As of the Petition Date, the Debtors had outstanding secured debt
to First Niagara Commercial Finance, Inc., of not less than
$3.77 million.  SDA also had outstanding secured debt to Edward A.
Phillips, as Trustee of the ABS Creditor Trust, in the amount of
not less than $8.50 million, secured by second-priority security
interests in the prepetition collateral.  The Debtors also owe
$7.9 million to trade creditors.

                        Autobacs Bankruptcy

"Despite the Debtors' efforts to implement a growth strategy,
certain events have significantly restrained the Debtors'
liquidity position and detrimentally affected their business
operations.  Increased power, gas, and fuel costs have caused
consumers to delay vehicle service and replacement expenditures.
Mild winter weather also resulted in a disappointing 2011-2012
winter selling season and a subsequent decline in spring business
due to a lack of winter driving conditions.  Additionally, the
Debtors experienced negative lingering effects of Autobacs
Strauss, Inc.'s bankruptcy," Joseph Catalano, president of the
Debtors, explains in a court filing.

"As a result of these events, a substantial amount of the Debtors'
accounts payable became -- and are currently -- overdue, leading
trade vendors to tighten credit terms.  Additionally, as a result
of the Debtors' liquidity crunch, the Debtors fell out of formula
with respect to the Prepetition Senior Credit Documents, leading
the Prepetition Senior Lender to call the obligations into
default, limit funding and sweep the Debtors' accounts. As a
result of such, the Debtors did not have the ability to fund their
operations."

                       Sale of the Business

Prior to filing the new Chapter 11 cases, PricewaterhouseCoopers
LLP has been assisting the Debtors with marketing their assets for
sale.  With PwC's assistance, the Debtors have received several
strong expressions of interest with respect to acquisition of the
Debtors' assets.  The Debtors anticipate filing a motion in the
next several days, to establish procedures which will govern the
asset disposition process.

Through the bankruptcy proceedings, the Debtors intend to conduct
an orderly sale of the Debtors' assets on an expedited basis.

The Debtors anticipate that funds reaped from such sale process be
used to satisfy creditors' claims pursuant to a plan of
liquidation to be proposed in the Chapter 11 cases.  To reach that
goal, the Debtors have arranged debtor-in-possession financing of
$10 million from Salus Capital Partners, LLC.  It is anticipated
that funds obtained from the DIP Financing will be used to
immediately satisfy the prepetition senior obligations, fund the
Chapter 11 cases and maximize the value of their businesses and
properties.

                         Chapter 11 Cases

The Debtors on the petition date filed motions to use cash
collateral and access DIP financing, pay prepetition wages, and
pay prepetition taxes, among others.  Judge Novalyn L. Winfield
granted interim approval of the first day motions at a hearing
June 5.

The final hearing on the proposed DIP financing is scheduled for
June 28, 2012 at 2:00 p.m.

A meeting under 11 U.S.C. Sec. 341(a) is scheduled for July 11,
2012 at 9:00 a.m.


SIMMONS FOODS: Moody's Upgrades CFR/PDR to 'B3'; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has upgraded the Corporate Family Rating
(CFR) and the Probability of Default Rating (PDR) of Simmons
Foods, Inc (collectively with its affiliates, "Simmons") to B3
from Caa1. Concurrently, the ratings on the second lien notes were
raised to Caa1 from Caa2. The rating outlook was changed to stable
from developing.

"The upgrade to B3 reflects Simmons' recent resolution of
financial covenant violations through the successful amendment of
its bank agreements and the gradually improving operating
conditions in the company's poultry business," said Brian
Weddington a Senior Credit Officer at Moody's.

Ratings Rationale

Simmons' B3 Corporate Family Rating reflects the company's
concentration in the volatile poultry processing industry and high
financial leverage that resulted from the debt-financed Menu Foods
acquisition in November 2010. The rating also reflects Simmons'
limited free cash flow and recent earnings volatility in the
private label wet pet food business, due primarily to integration
challenges and rising input costs. Finally, the rating reflects
Simmons' adequate liquidity profile after it successfully amended
its bank agreement on March 29, 2012 to provide adequate bank
covenant cushion.

Moody's anticipates that falling corn prices, a key input, will
lead to near-term improvement in the chicken processing industry.
However, Moody's cautions that the prospect for lower corn prices
is partly dependent on a strong fall 2012 harvest -- a factor that
weather conditions could influence. In addition, the improving
operating conditions that falling input costs would create could
also invite excess chicken production as it has in the past. This,
along with weakening global economic conditions, could lead to
softening demand that could reverse the recent price gains in U.S.
chicken prices and in turn, segment operating improvement at
Simmons.

Moody's expects that Simmons will continue to face challenges its
private label pet food business as it works to address operational
inefficiencies in its Siloam Springs plant that the company
identified last year. In addition, input costs are likely to rise
in the coming year as tight cattle supplies drive up the cost of
beef by-products used in pet foods.

The following ratings were upgraded:

Corporate Family Rating to B3 from Caa1;

Probability of Default Rating to B3 from Caa1;

$265 million second lien senior secured notes due 2017 to Caa1
(LGD 5.76%) from Caa2 (LGD 5.74%)

The outlook has been changed to stable from developing.

In April, Simmons and its banks amended financial covenants under
the company's $225 million senior secured bank facility (not rated
by Moody's) to resolve covenant violations that were disclosed
last December after the company announced weak third quarter
operating performance.

Simmons has struggled with high financial leverage since its $230
million acquisition of wet pet food maker Menu Foods in November
2010, after which, rising corn costs and falling chicken prices
coupled with unexpected problems in its pet food operations led to
sharp declines in overall profit margins. More recently, spot corn
prices have fallen by approximately 15% since the beginning of the
year to a range of $5.50 - $5.70 per bushel and could fall further
in the year ahead if an anticipated fall bumper corn crop is
harvested. This raises the potential for positive operating trends
in the chicken business this year. Challenges in the pet food
business could be more lasting. The outlook for tight cattle
supplies suggests higher input costs ahead, and while the company
has taken steps to address operational problems, it is not clear
when they will be fully resolved.

Simmons' debt capital includes a $125 million first-lien secured
bank revolving credit line ($89 million was drawn at the end of
the first quarter 2012) a $100 million first-lien secured bank
term loan, and $265 million of 10.5% second lien senior secured
notes.

Simmons' ratings could be upgraded if the operating environment
continues to improve in the poultry business, the company
adequately resolves its operational problems in its pet foods
segment and the company maintains a solid liquidity profile.
Quantitatively, the ratings could be upgraded if debt/EBITDA is
sustained below 5.0 times.

The ratings could be lowered if free cash flow turns negative,
liquidity deteriorates, or Moody's otherwise feels the company's
capital structure is unsustainable.

Simmons Foods, headquartered in Siloam Springs, Arkansas, is one
of the leading vertically integrated poultry processors, and a
large private label pet food producer in the United States. The
company operates in three primary business groups: (i) Poultry;
(ii) Pet Food; and (iii) Other, which includes its rendering
operations. The company is principally owned and controlled by
members of the Simmons family. Net sales reported for the twelve
month period ended March 31, 2012 was approximately $1.3 billion.

The principal methodology used in rating Simmons Foods, Inc. was
the Global Food - Protein and Agriculture Industry Methodology
published in September 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.


SIROLLI PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sirolli Properties, LLLP
        143 Shiloh Avenue
        Lady Lake, FL 32159-4555

Bankruptcy Case No.: 12-03726

Chapter 11 Petition Date: June 1, 2012

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

Debtor's Counsel: Richard A. Perry, Esq.
                  820 S E Fort King Street
                  Ocala, FL 34471
                  Tel: (352) 732-2299
                  E-mail: richardperry@richard-a-perry.com

Scheduled Assets: $2,811,497

Scheduled Liabilities: $3,102,430

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flmb12-03726.pdf

The petition was signed by Rosemary A. DiGiulio, general partner.


SOLYNDRA LLC: Has OK to Hire Duff & Phelps as Tax Consultants
-------------------------------------------------------------
Solyndra LLC, et al., sought and obtained permission from the Hon.
Mary F. Walrath of the U.S. Bankruptcy Court for the District of
Delaware to employ and retain Duff & Phelps, LLC, as tax
consultant, nunc pro tunc to the Petition Date.

As reported by the Troubled Company Reporter on May 4, 2012, D&P
will, among other things, review of all real and personal property
assessments to determine potential tax savings opportunities.

                        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.


SOLYNDRA LLC: Has Court's Nod to Hire Versatax as Tax Consultants
-----------------------------------------------------------------
Solyndra LLC, et al., sought and obtained authorization from the
Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware to employ and retain Versatax Consulting, Inc., as tax
consultant, nunc pro tunc to the Petition Date.

As reported by the Troubled Company Reporter on May 4, 2012, the
Debtors attempted to segregate the services provided by Versatax
and Duff & Phelps, LLC, to avoid duplication of services.
However, Versatax and D&P will need to collaborate when
appropriate (e.g., when determining double assessment issues
between real and personal property classifications).  The Debtors
believe that a collaborative effort between Versatax and D&P will
yield the greatest benefit to the estates and despite any possible
duplication of efforts, the Debtors believe that it is in the
bests interests of the Debtors, their estates and creditors, and
all parties in interest, to retain Versatax and D&P.

                        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.


STOCKTON, CA: Bill Passed Allowing Chapter 9 Filing If Talks Fail
-----------------------------------------------------------------
Max Taves, writing for The Wall Street Journal, reports that the
city council of Stockton, California, in a 6-1 vote, passed a
resolution late Tuesday authorizing City Manager Bob Deis to
declare Chapter 9 bankruptcy if the city can't reach an agreement
with creditors by the time a state mediation process expires on
June 25.

According to WSJ, Mr. Deis said he is "hopeful" the city can avert
bankruptcy, but added he aimed to be ready to go to bankruptcy
court the next day if the talks fail.  He declined to comment on
the state of the negotiations.

The report notes Stockton owes more than $700 million in long-term
debt to creditors, and officials say it faces a budget deficit of
$26 million in the fiscal year beginning July 1 due to financial
problems including high retiree medical costs.

The report recounts Stockton in February began negotiating with 19
parties, including retirees and city workers, under a new
California law that requires municipalities to try mediation
before filing for Chapter 9 bankruptcy protection.

Since 2008, Mr. Deis said, Stockton has laid off 25% of its police
force, 30% of its fire-department staff and 43% of staff not
responsible for public safety.  Mr. Deis said cutting labor costs
alone won't be enough to close the budget gap. "There's a limit,"
he said.

If Stockton fails to gain debt relief from its creditors, city
officials said, it would have to file for bankruptcy before July 1
to ensure services such as fire and police can continue.


TCIM SERVICES: Call Center Operator Files for Quick Sale
--------------------------------------------------------
TCIM Services Inc., an operator of six call centers for the
banking and telecommunications industry, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11711) on June 3.

The Debtor on the petition date filed motions to use cash
collateral, maintain bank accounts, and pay prepetition wages.
The Debtor is also seeking to ban utilities from discontinuing
service.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TCIM Services intends to sell the business by July.
The company intends to file papers by June 20 for the bankruptcy
judge to authorize auction and sale procedures. Plans call for
holding an auction by July 24, followed by a hearing before the
end of July to approve the sale of the business. There is already
a letter of intent for Ipacesetter LLC to purchase the business,
according to a court filing.

Based in Wilmington, Delaware, TCIM found itself in financial
straits when revenue declined by more than 45% since January 2011.
Customers defected in view of what a court filing referred to as
"extreme competition" from foreign-based operators.

The Debtor estimated assets of less than $10 million and debt
exceeding $10 million.  Liabilities include $7.8 million owing to
Manufacturers & Traders Trust Co. on a revolving credit facility.


THINES LLC: M&T Bank's Time to Respond to Claim Objection Moved
---------------------------------------------------------------
Bankruptcy Judge Nancy V. Alquist signed off on a fourth
stipulation between Thines LLC and Manufacturers and Traders Trust
Company extending to June 8, 2012, M&T Bank's deadline to file a
response to the Debtor's objection to Proof of Claim No. 4 filed
by M&T Bank.  The Stipulation dated June 5 is available at
http://is.gd/UIibttfrom Leagle.com.

Thines LLC, based in Jessup, Maryland, filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 11-28872) on Sept. 20, 2011.
Judge Nancy V. Alquist presides over the request.  Marc Robert
Kivitz, Esq., in Baltimore, serves as the Debtor's counsel.  The
Debtor scheduled $1,960,289 in assets and $2,685,032 in debts.
The petition was signed by Tyrone Hines, managing member.

Creditor Manufacturers and Traders Trust Company is represented in
the case by Michael C. Bolesta, Esq., at Gebhardt & Smith LLP.


TOMCO FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tomco Financial Group
        1832 Valley View Lane
        Fort Collins, CO 80524

Bankruptcy Case No.: 12-21763

Chapter 11 Petition Date: June 4, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Ave., Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: jsb@kutnerlaw.com

Scheduled Assets: $4,652,736

Scheduled Liabilities: $6,487,721

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/cob12-21763.pdf

The petition was signed by Daniel H. Thomas, president.


VALEANT PHARMACEUTICALS: Moody's Says Add'l. Debt is Credit Neg.
----------------------------------------------------------------
Moody's Investors Service commented that incremental secured bank
debt being issued by Valeant Pharmaceuticals International, Inc.
is credit negative. Valeant's ratings, including the Ba3
Corporation Family Rating, the Ba1 senior secured rating, and the
B1 senior unsecured rating remain unchanged. The rating outlook
remains negative.

"Valeant's acquisition strategy and financing transactions remain
highly dynamic and aggressive," stated Michael Levesque, Moody's
Senior Vice President.

"That said, we are somewhat encouraged by adherence to date at
keeping debt/EBITDA below 4.0 times," continued Mr. Levesque.

The principal methodology used in rating Valeant was Moody's
Global Pharmaceutical Rating Methodology, published in October
2009.

Headquartered in Mississauga, Ontario, Valeant Pharmaceuticals
International, Inc. is a global specialty pharmaceutical company
formed from the merger of Biovail Corporation and Valeant
Pharmaceuticals International. Valeant reported 2011 net revenues
of approximately $2.5 billion.


VITRO SAB: Confronts Bondholders Over Bankruptcy Plan Approval
--------------------------------------------------------------
American Bankruptcy Institute reports that Vitro SAB is asking a
Bankruptcy Judge Harlin DeWayne Hale to enforce its restructuring
plan and stop litigation by debt holders who have been fighting to
collect on $1.2 billion.

                        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.


WASTE2ENERGY HOLDINGS: Trustee Hires Squire Sanders as IP Counsel
-----------------------------------------------------------------
The Bankruptcy Court authorized Wayne P. Weitz, as the Chapter 11
Trustee of Waste2Energy Holdings, Inc., to employ Squire Sanders
(UK) LLC as special counsel for certain patent and other
intellectual property matters, nunc pro tunc to Feb. 27, 2012.

Certain of the Subsidiary Debtors are registered in the Isle of
Man (IOM), and, accordingly, the Debtors may own certain patents
and other intellectual property located in IOM.  The Trustee has
separately retained IOM special counsel to assist with general IOM
legal matters.

The Chapter 11 Trustee anticipates that Squire Sanders will
provide legal advice and assist the Trustee as IOM special counsel
with, among other things:

     a. identifying the location of, and other legal issues with
        respect to, the IOM IP Assets;

     b. confirming title to the 10M IP Assets, as far as possible;

     c. assessing the existence and validity of any possible third
        party claims against the IOM IP Assets.

Squire Sanders will work in conjunction with the Chapter 11
Trustee's bankruptcy counsel, Cole, Schotz, Meisel, Forman &
Leonard, P.A., and take care not to duplicate the efforts of any
other counselor professionals engaged in these cases.

Squire Sanders will charge for its legal services on an hourly
basis in accordance with its ordinary and customary hourly rates
in effect on the date services are rendered, and seek
reimbursement of actual and necessary out-of-pocket expenses.

The current rates of Squire Sanders partners, associates and
trainees expected to work on this matter are as follows:

         Partners                GBP 315 - GBP 610
         Patent Attorneys        GBP 220 - GBP 375
         Associates              GBP 155 - GBP 435
         Trainees                GBP  60 - GBP 180

In addition, Squire Sanders will charge a valued added tax (VAT)
on its fees and on some disbursements.  The current rate of VAT is
20 percent.  Squire Sanders has informed the Trustee that its
hourly rates are subject to periodic adjustment from time to time
in accordance with the Firm's established billing practices and
procedures.

To the best of the Chapter 11 Trustee's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                    About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

On Aug. 8, 2011, four creditors filed an involuntary Chapter 11
petition against Waste2Energy Holdings (Bankr. D. Del. Case No.
11-12504).  Judge Kevin J. Carey presides over the case.  The
petitioning creditors, allegedly owed $3.2 million in the
aggregate, are represented by Frederick B. Rosner, Esq., at The
Rosner Law Group, LLC.

On Sept. 21, 2011, the Court entered an order effectively
converting the case from an involuntary to voluntary chapter 11
proceeding.

On Oct. 4, 2011, Wayne P. Weitz was appointed Chapter 11 trustee.
Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Trustee's
bankruptcy counsel.

There is a motion yet to be argued in bankruptcy court for
dismissal of the case or conversion to a liquidation in
Chapter 7.


WAUPACA FOUNDRY: S&P Assigns Prelim. 'B+' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Waupaca, Wis.-based casting supplier
Waupaca Foundry Inc. The outlook is stable.

"At the same time, we assigned a preliminary 'BB-' issue rating
and preliminary '2' recovery rating to Waupaca's proposed $260
million five-year senior secured term loan. The '2' recovery
rating indicates our expectation that lenders would receive
substantial (70% to 90%) recovery in the event of a payment
default," S&P said.

"The preliminary ratings reflect what Standard & Poor's considers
to be Waupaca's 'weak' business risk profile and 'aggressive'
financial risk profile, according to our criteria. Waupaca has a
reported dominant market position as a manufacturer of gray and
ductile iron castings for the automotive, commercial vehicles,
agriculture, construction, and hydraulics-related end markets,"
S&P said.

"Our business risk assessment reflects the company's exposure to
cyclical auto production levels, the fragmented nature of the
castings industry, and Waupaca's reported leading share in its end
markets," said Standard & Poor's credit analyst Nishit Madlani.
"Our financial risk profile assessment is based on the leveraged
buyout by KPS Capital Partners L.P., the private-equity sponsor."

"The LBO is being financed with cash, common equity of $202
million, and debt of about $376 million. We assume modest
improvements over the next two years as the company benefits
somewhat from already implemented price increases on majority of
its contracts given some shortage in existing capacity within the
castings industry in North America. Also, we believe Waupaca has
negotiated improved raw material pass-through surcharges, thereby
improving profitability in 2012 over the prior year and
meaningfully limiting the future risk of cost increase," S&P said.

"Our stable outlook reflects our belief that Waupaca can sustain
positive discretionary cash flow into 2013 given our view that
light- and heavy-vehicle production will likely rise in North
America," Mr. Madlani said. "However, visibility in the auto
sector is notoriously limited, and we believe that future
production could become more volatile if the economic recovery or
auto sales falter."

Standard & Poor's will assign final ratings once it receives and
reviews all final transaction documentation.


ZAYO GROUP: Moody's Confirms 'B2' Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service has confirmed the B2 corporate family
rating (CFR) and probability of default rating (PDR) of Zayo Group
LLC following the financing details of the company's $2.2 billion
acquisition of AboveNet. Moody's has also assigned B1 (LGD3-40%)
ratings to Zayo's proposed $1.75 billion senior secured credit
facility and $750 million senior secured notes and a Caa1 (LGD6-
91%) rating to the company's proposed $500 million senior
unsecured notes. Zayo will use the proceeds of these offerings to
repay existing debt and to finance the acquisition of AboveNet.
Moody's has also assigned an SGL-3 speculative grade liquidity
rating based on Zayo's expected adequate liquidity position
following the capital raise and ongoing acquisition transactions.
The outlook is stable. This concludes the review for downgrade
initiated in March 2012. Confirmation of the ratings follows
Moody's assessment that Zayo will achieve a strong level of
sustainable positive free cash flow within 18 months.

Rating Actions:

Issuer: Zayo Group, LLC ,

  Assignments:

    Senior Secured Revolving Credit Facility, Assigned a rating
    of B1, LGD 3, 40%

    Senior Secured Term Loan, Assigned a rating of B1, LGD 3, 40%

    Senior Secured Regular Bond/Debenture, Assigned a rating of
    B1, LGD 3, 40%

    Senior Unsecured Regular Bond/Debenture, Assigned a rating of
    Caa1, LGD 6, 91%

    Speculative Liquidity Rating, Assigned SGL-3

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

  Confirmations:

     Corporate Family Rating, Confirmed at B2

     Probability of Default Rating, Confirmed at B2

Ratings Rationale

Zayo's B2 corporate family rating reflects its growth profile,
stable base of contracted recurring revenues, valuable fiber optic
network assets and Moody's expectation of significant margin
expansion following the integration of AboveNet. The acquisition
of AboveNet will more than double Zayo's revenues and allow the
company to compete more effectively in the enterprise segment
given AboveNet's product offerings, sales force and network
infrastructure. The post-merger combined company will have a more
balanced mix of customers with approximately 50% service provider
and 50% enterprise business customers.

These strengths are offset by significantly higher leverage
following the acquisition and high capital intensity, which has
thus far prevented the company from generating positive free cash
flow. The rating is further constrained by Zayo's aggressive
financial policy, in particular its history of serial debt-
financed acquisitions, its liquidity management philosophy and its
private equity ownership structure.

Zayo has completed over 16 acquisitions since 2007, a trend which
Moody's expects to continue. Acquired assets add fiber routes and
on-net buildings to the company's base and expand its addressable
market in big chunks. However, the current ratings will not
accommodate acquisitions that result in higher leverage, delay the
transition to positive free cash flow or materially increase
operational complexity, even if only on a temporary basis.

Moody's projects that Zayo will have modestly positive free cash
flow in fiscal 2013, but that free cash flow will grow
significantly in fiscal 2014 to reach 3% of total Moody's adjusted
debt. Moody's views customer churn as a key risk to Zayo's ability
to generate positive free cash flow. Over the past few quarters,
churn has been modest. However, rising churn would prevent the
expected improvement in capital intensity as Zayo spends capex to
replace lost customers. "Higher churn is the worst case scenario
for Zayo, because capex would remain elevated but revenue growth
would stagnate," said Moody's analyst Mark Stodden.

Moody's projects leverage over 7x (including Moody's standard
adjustments) at deal close, falling to 6.5x at fiscal year-end
2013 and below 6x at fiscal year-end 2014. Moody's adjustments to
capitalize operating leases and partial debt attribution of
preferred equity add approximately $75 million to EBITDA and $750
million to debt. Moody's estimates EBTIDA will grow to $530
million for fiscal 2013 and $620 million for fiscal 2014,
including merger synergies but realized at a slower pace than
management's projection.

The ratings for the debt instruments reflect both the overall
probability of default of Zayo Group, to which Moody's has
assigned a probability of default rating (PDR) of B2, and loss
given default assessments. The B1 ratings of the $1.5 billion
senior secured term loan and $250 million senior secured revolver
along with the $750 million senior secured notes reflect an LGD3-
40% loss given default assessment. The senior secured notes are
ranked pari passu with the senior secured facilities and above the
$500 million senior unsecured notes which are rated Caa1 and
reflect an LGD6-91% loss given default assessment. The senior
secured debt is secured by a pledge of all of the Company's
domestic assets and is one notch higher than the CFR given the
support from junior capital.

Moody's expects Zayo to maintain adequate liquidity and has
assigned an SGL-3 speculative grade liquidity rating. The capital
raise will result in strong liquidity at deal close, with
approximately $200 million in cash and an undrawn $250 million
revolver. However, Moody's anticipates that the company will
utilize the majority of this capacity for continued M&A activity
and maintain a limited amount of revolver capacity. The company's
stance on liquidity management is currently a constraint on upward
ratings migration.

The stable outlook is based on Moody's view that the company will
continue strong growth and begin to generate positive free cash
flow while maintaining adequate liquidity.

Downward rating pressure could develop if liquidity becomes
strained or if capital intensity increases such that Zayo is
unable to generate sustainable positive free cash flow.
Additionally, debt financed acquisitions which result in a
deterioration in free cash flow or increase in leverage, even
temporarily, could result in a downgrade of one or more notches.

While highly unlikely, Moody's could upgrade Zayo's ratings if
adjusted leverage approaches 4x and FCF/Debt is above 10%, which
would likely result from better than expected operating
performance.

The principal methodology used in rating Zayo Group LLC was the
Global Communications Infrastructure Rating 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.

Headquartered in Louisville, Colorado, Zayo Group is a provider of
Bandwidth Infrastructure and network-neutral interconnection
services, predominantly in the Northeastern US with a smaller
presence in the Southeast, Midwest and Northwest regions. The
company operates through its three primary operating units - Zayo
Bandwidth, zColo and Zayo Fiber Solutions. In March 2012, the
company announced that it was acquiring AboveNet for approximately
$2.2 million after completing its acquisition of 360networks for
$345 million.


ZUFFA LLC: S&P Keeps 'BB' Rating on $525MM Loan After $50MM Add-On
------------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Las Vegas-
based mixed martial arts sporting event promoter and producer
Zuffa LLC's senior secured term loan remain unchanged following a
$50 million add-on proposed to its senior secured term loan. "The
issue-level rating on the term loan is 'BB' (the same as the
corporate credit rating) with a '4' recovery rating, indicating
our expectation of average (30% to 50%) recovery for lenders in
the event of a payment default. The add-on would bring the total
size of the senior secured credit facility, which also includes a
$50 million revolving credit facility, to $525 million. Zuffa
intends to use the proceeds from the additional debt to repay the
outstanding balance on its revolving credit facility," S&P said.

"Our 'BB' corporate credit rating on Zuffa remains unchanged and
reflects our assessment of the company's business risk profile as
'fair' and our assessment of its financial risk profile as
'aggressive,'" according to our criteria. "Our assessment of
Zuffa's business risk profile as fair reflects the potential for
revenue and EBITDA volatility given the company's primarily event-
driven business model, its vulnerability to changing consumer
preferences, and susceptibility to variability in consumer
discretionary spending."

"Our assessment of Zuffa's financial risk profile as 'aggressive'
reflects management's aggressive financial policy, illustrated by
the high level of distributions in recent years, and its
relatively high debt leverage. These factors partly are offset by
our belief that Zuffa's strong EBITDA margin and healthy cash flow
conversion rate are sustainable over the near to intermediate
term," S&P said.

RATINGS LIST

Zuffa LLC
Corporate Credit Rating           BB/Stable/--
Senior Secured
  $525 mil term loan               BB
   Recovery Rating                 4


* New Jersey Alimony Reform Conference to Be Held June 9
--------------------------------------------------------
New Jersey Alimony Reform, an association advocating for changes
to alimony laws, is holding a conference on June 9 entitled
"Alimony Reform: Fair Laws for the 21st Century."  The event
brings together activists from Massachusetts, Connecticut,
Florida, and New Jersey to discuss the changing views about
permanent alimony in today's society and the role of concerned
citizens in shaping public policy.

"These laws are harsh enough to bankrupt alimony payers and send
them to jail," said Tom Leustek, president of NJ Alimony Reform.
"Our objective is to bring alimony laws out of the 1950s, when men
were the breadwinners, women were housewives, and Father Knows
Best played on black and white televisions."

While most states revised their laws as society changed, as
Massachusetts did late last year, many others like New Jersey hold
stubbornly onto antiquated laws.  A clear indication of the urgent
need for reform is the apparent inability of family courts to deal
with the consequences of the recent economic downturn.  After
losing jobs and being unable to pay their court-ordered alimony,
victims of these draconian laws have been repeatedly jailed and
abused by the courts.  One person reports that he is in such
despair, having to submit to strip and cavity searches each night
when he returns to the Bergen County jail, that he is unable to
focus on work during the day. He describes his life as a futile
"hamster wheel" from which there is no escape or relief from the
court.  "We need to ask ourselves whether such treatment is fair
in today's world," says Mr. Leustek.

NJ legislators are moving to reconsider alimony laws.  Several
bills are now pending in Trenton and concerned citizens are
watching closely for substantive change.  "Now is the perfect time
for us to review the need for reform in light of other states that
have passed alimony reform legislation or are currently undergoing
the same process as in NJ," says Mr. Leustek.

Alimony Reform: Fair Laws for the 21st Century will be held at the
Rutgers University Busch Campus Center, from 12 noon to 4:30 p.m.
See http://njalimonyreform.org/confReg.phpfor registration and
event details.  The conference speakers include:

     1. Sean Kean, Assemblyman Monmouth County & sponsor of
        alimony reform bills, Progress on Bills To Reform Alimony
        in NJ;

     2. Keynote Speaker Steve Hitner, President of Massachusetts
        Alimony Reform & member of the Massachusetts Joint Alimony
        Task Force, The History of Alimony Reform in
        Massachusetts;

     3. Alan Frisher, Co-Director of Florida Alimony Reform (FAR),
        The Challenges of Reforming Alimony Laws in Florida

     4. Richard Stokes, Legislative Liaison for NJ Alimony Reform
        & Trenton Lobbyist, The Legislative Process in New Jersey

     5. Elizabeth Benedict, Author & Alimony Reform Advocate,
        Alimony Reform in Connecticut and Beyond

Contact: Tom Leustek
Tel: (908) 866-6527


* Moody's Says US LBO Default Recoveries in Line with Non-LBOs
--------------------------------------------------------------
Creditor recoveries when US leveraged buyouts default are nearly
equal to recoveries in non-LBO defaults, Moody's Investors Service
says in a new special comment, "Lessons from 200 LBO Defaults."

Of the more than 1,000 US defaults in Moody's Ultimate Recovery
Database, 200 involved companies that had undergone leveraged
buyouts since 1988. The average family recovery in those LBO
defaults was 54%, compared with 55% in the more than 800 defaults
at companies that had not experienced LBOs.

"The high leverage of LBOs has not translated into lower creditor
recoveries in defaults of companies with private equity owners or
other financial sponsors," says David Keisman, a Moody's Senior
Vice President and author of the report. "While the LBO sponsors
could not spare these companies from defaulting -- and may have
prompted defaults through high leverage -- the average family-
level recovery rate in these situations was nearly the same as the
rate at the non-LBO companies."

One of the main reasons LBO recoveries have been in line with non-
LBOs is the high proportion of distressed exchanges and
prepackaged bankruptcies among defaulted LBOs. These types of
defaults typically yield higher family-level investor recoveries
than regular bankruptcies. Less than half of LBO defaults occurred
through regular bankruptcies (not prepackaged), compared with
nearly two thirds of non-LBO defaults, Moody's said.

The average recovery for the bank debt at the top of a company's
capital structure was less in LBO defaults (75%) than in non-LBOs
(83%) because the wide use of bank debt in LBOs left a smaller
cushion of subordinated debt tranches to takes losses first.

"This smaller debt cushion under bank debt might also help
motivate distressed exchanges," said Keisman. "Although sponsors
have strategic incentives for distressed exchanges, they may also
pursue an early default via distressed exchange when a company
comes under stress in order to leave the bank debt untouched. LBO
sponsors need to preserve positive relationships with banks in
order to maintain access to future deal funding."

Sponsors' preference for distressed exchanges and prepackaged
bankruptcies is also reflected in a lower rate of liquidations
compared with non-LBO defaulters. Nine percent of the LBO defaults
in Moody's study went straight to liquidation, compared with 18%
of non-LBO defaults.

The study also revealed that average recoveries were very similar
for LBOs and non-LBOs in both "asset-heavy" industries such as
manufacturing and "asset-light" industries such as technology.
This finding contradicts the view that asset-heavy companies yield
better investor recoveries than asset-light companies because they
have more assets available to creditors in liquidation. The likely
reason is that lenders incorporate a company's asset
characteristics in their lending decisions, with asset-light
companies constrained to lower debt levels relative to asset-heavy
companies, Moody's said.


* Robert Doll Leaves Chief Equity Strategist Seat in BlackRock
--------------------------------------------------------------
Robert Doll will retire from BlackRock as its chief equity
strategist, Dhanya Skariachan at Reuters reports, citing an
internal memo.

Mr. Doll's responsibilities, Reuters says, included overseeing
BlackRock's $1.6 billion Large Cap Core fund, $1 billion Large Cap
Growth fund, and its $1 billion Large Cap Value fund.  According
to Reuters, Mr. Doll is also lead portfolio manager for
BlackRock's large-cap mutual fund series, and will assist with the
portfolio transition through June 30, but will be an adviser
through the end of the year.

Reuters relates that Chris Leavy, chief investment officer of
fundamental equity (Americas) at BlackRock, will take over Mr.
Doll's responsibilities.  He will be overseeing the Large Cap
Series funds and become co-manager of those funds along with Peter
Stournaras, managing director, Reuters states.


* TyMetrix Report Says Lawyers Joining $1K Per Hour Club Increase
-----------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports a 2012 Real Rate Report on attorney billing practices by
TyMetrix Legal Analytics and the Corporate Executive Board shows
the ranks of law firm partners who bill $1,000 or more per hour
swelled by 75% between 2011 and 2009.  The Real Rate Report says
the 75% represents a jump to 2.91% of some 23,000 partners from
1.67%.

According to DBR, Craig Raeburn Jr., TyMetrix's managing director,
said 147 partners charged $950 or more per hour for the corporate
bankruptcy work they performed in the past three years -- about
2.6% of the partners who worked on corporate bankruptcy matters.

According to DBR, the TyMetrix and Corporate Executive Board
report, which dove into bills submitted by more than 4,000 law
firms and 121,000 attorneys, found that a firm's size and location
were the biggest drivers of hourly rates.  Mr. Raeburn said more
than 60% of the top billers work in New York.

"People who aren't informed about the legal industry and aren't
well-informed buyers of legal services . . . see $1,000 and say
that's ridiculous," legal consultant Kent Zimmermann of the
Zeughauser Group said Tuesday, according to DBR.

"There aren't that many people who perform some of the specialized
services with which these high rates are associated," he said,
according to DBR.  "There is great demand for them from companies
that need those services, and that's what drives the demand price
for them."


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Wanda Vergos
   Bankr. S.D. Ala. Case No. 12-01539
      Chapter 11 Petition filed May 3, 2012

In re Carl Lindberg
   Bankr. C.D. Calif. Case No. 12-11778
      Chapter 11 Petition filed May 3, 2012

In re Steven Fisher
   Bankr. E.D. Calif. Case No. 12-28654
      Chapter 11 Petition filed May 3, 2012

In re Medical Investment Group, Inc.
   Bankr. D. Mass. Case No. 12-13878
     Chapter 11 Petition filed May 3, 2012
         See http://bankrupt.com/misc/mab12-13878.pdf
         Represented by: William L. Chignola, Esq.
                         E-mail: wlchignola@aol.com

In re Patrick Hannon
   Bankr. D. Mass. Case No. 12-13862
      Chapter 11 Petition filed May 3, 2012

In re Quincy Magoos of Joplin LLC
   Bankr. W.D. Mo. Case No. 12-30339
     Chapter 11 Petition filed May 3, 2012
         See http://bankrupt.com/misc/mowb12-30339.pdf
         Represented by: David E. Schroeder, Esq.
                         David Schroeder Law Offices, PC
                         E-mail:  bk1@dschroederlaw.com

In re Seon Kang
   Bankr. S.D.N.Y. Case No. 12-22860
      Chapter 11 Petition filed May 3, 2012

In re Corporate Management Solutions, Inc.
        xref Gentz, LLC
        xref Gentz ShowPlace of Pinellas Park, LLC
   Bankr. W.D.N.Y. Case No. 12-20788
     Chapter 11 Petition filed May 3, 2012
         filed pro se

In re John Williams
   Bankr. W.D. Okla. Case No. 12-12294
      Chapter 11 Petition filed May 3, 2012

In re All Specialized Care And Health Services Inc.
   Bankr. D.P.R. Case No. 12-03486
     Chapter 11 Petition filed May 3, 2012
         See http://bankrupt.com/misc/prb12-03486.pdf
         Represented by: Carlos Rodriguez Quesada, Esq.
                         Law Office Of Carlos Rodriguez Ques
                         E-mail: cerqlaw@coqui.net

In re The David Bagwell Company
   Bankr. N.D. Tex. Case No. 12-32941
     Chapter 11 Petition filed May 3, 2012
         See http://bankrupt.com/misc/txnb12-32941.pdf
         Represented by: Gerrit M. Pronske, Esq.
                         Pronske & Patel, P.C.
                         E-mail: gpronske@pronskepatel.com

In re Evermore Communities, Ltd.
   Bankr. N.D. Tex. Case No. 12-32942
     Chapter 11 Petition filed May 3, 2012
         See http://bankrupt.com/misc/txnb12-32942.pdf
         Represented by: Gerrit M. Pronske, Esq.
                         Pronske & Patel, P.C.
                         E-mail: gpronske@pronskepatel.com

In re Sammie Smith
   Bankr. N.D. Calif. Case No. 12-31383
      Chapter 11 Petition filed May 4, 2012

In re Darryl Rose
   Bankr. D. D.C. Case No. 12-00339
      Chapter 11 Petition filed May 4, 2012

In re Stuart Gottlieb, M.D., Chartered
   Bankr. S.D. Fla. Case No. 12-21190
     Chapter 11 Petition filed May 4, 2012
         See http://bankrupt.com/misc/flsb12-21190.pdf
         Represented by: David R. Softness, Esq.
                         E-mail: david@softnesslaw.com

In re IG Assets, Inc.
   Bankr. N.D. Ill. Case No. 12-18443
     Chapter 11 Petition filed May 4, 2012
         See http://bankrupt.com/misc/ilnb12-18443.pdf
         Represented by: Matthew E. McClintock, Esq.
                         Goldstein & McClintock LLLP
                         E-mail: mattm@restructuringshop.com

In re American Home Medical Equipment, Inc.
   Bankr. W.D. La. Case No. 12-11117
     Chapter 11 Petition filed May 4, 2012
         See http://bankrupt.com/misc/lawb12-11117.pdf
         Represented by: Robert W. Raley, Esq.
                         E-mail: rraley52@bellsouth.net

In re Ima Case
   Bankr. W.D. Mo. Case No. 12-90001
      Chapter 11 Petition filed May 4, 2012

In re Cheri Schmidt
   Bankr. D.N.J. Case No. 12-21725
      Chapter 11 Petition filed May 4, 2012

In re Blanca Lipson
   Bankr. D. Nev. Case No. 12-15414
      Chapter 11 Petition filed May 4, 2012

In re FreeScore, LLC
   Bankr. S.D.N.Y. Case No. 12-11899
     Chapter 11 Petition filed May 4, 2012
         See http://bankrupt.com/misc/nysb12-11899.pdf
         Represented by: Michael J. Sage, Esq.
                         Dechert LLP
                         E-mail: michael.sage@dechert.com

In re Paul Greenman
   Bankr. S.D.N.Y. Case No. 12-11898
      Chapter 11 Petition filed May 4, 2012

In re William Nathans
   Bankr. S.D.N.Y. Case No. 12-36152
      Chapter 11 Petition filed May 4, 2012

In re Bechart Developers, Inc.
   Bankr. W.D.N.C. Case No. 12-40293
     Chapter 11 Petition filed May 4, 2012
         See http://bankrupt.com/misc/ncwb12-40293.pdf
         Represented by: Joshua B. Farmer, Esq.
                         Tomblin, Farmer & Morris, PLLC
                         E-mail: jfarmer@farmerlegal.com

In re Christopher Paxos
   Bankr. N.D. Ohio Case No. 12-61280
      Chapter 11 Petition filed May 4, 2012

In re Salvis Bistro LLC
   Bankr. S.D. Ohio Case No. 12-53917
     Chapter 11 Petition filed May 4, 2012
         See http://bankrupt.com/misc/ohsb12-53917.pdf
         Represented by: David M. Whittaker, Esq.
                         E-mail: dwhittaker@bricker.com

In re Ron Lewis
   Bankr. D. S.C. Case No. 12-02884
      Chapter 11 Petition filed May 4, 2012

In re Carmen Lotito
   Bankr. D. Utah Case No. 12-25814
      Chapter 11 Petition filed May 4, 2012


In re RH Services, LLC
        aka Advantage Glass
        aka Western Glass
   Bankr. D. Ariz. Case No. 12-09878
     Chapter 11 Petition filed May 5, 2012
         See http://bankrupt.com/misc/azb12-09878.pdf
         Represented by: Tracy S. Essig, Esq.
                         Law Office Of Tracy S. Essig
                         E-mail: tracy@tessiglaw.com

In re Isaac Leos
   Bankr. D. Nev. Case No. 12-15421
      Chapter 11 Petition filed May 5, 2012

In re Samuel Pringle
   Bankr. D. S.C. Case No. 12-02926
      Chapter 11 Petition filed May 5, 2012

In re K & R Associates, LLC
        aka Discovery Inn & Condominium
        aka Discovery Inn
   Bankr. W.D. Wash. Case No. 12-43173
     Chapter 11 Petition filed May 5, 2012
         See http://bankrupt.com/misc/wawb12-43173.pdf
         Represented by: Michael M. Yahng, Esq.
                         Cornerstone Law Office
                         E-mail: cornerstonelaws@hotmail.com

In re Alise Carlson
   Bankr. C.D. Calif. Case No. 12-21229
      Chapter 11 Petition filed May 6, 2012

In re Ronald Phillips
   Bankr. D. S.C. Case No. 12-02929
      Chapter 11 Petition filed May 6, 2012

In re Scott Johnson Construction, Inc.
   Bankr. N.D. Ala. Case No. 12-40861
     Chapter 11 Petition filed May 7, 2012
         See http://bankrupt.com/misc/alnb12-40861.pdf
         Represented by: Harry P. Long, Esq.
                         E-mail: hlonglegal@aol.com

In re Christopher Bell
   Bankr. D. Ariz. Case No. 12-09944
      Chapter 11 Petition filed May 7, 2012

In re David Chaney
   Bankr. C.D. Calif. Case No. 12-26088
      Chapter 11 Petition filed May 7, 2012

In re Edenhurst Gallery
   Bankr. C.D. Calif. Case No. 12-21311
      Chapter 11 Petition filed May 7, 2012

In re Ray Leung
   Bankr. C.D. Calif. Case No. 12-26057
      Chapter 11 Petition filed May 7, 2012

In re Thomas Huberty
   Bankr. C.D. Calif. Case No. 12-15748
      Chapter 11 Petition filed May 7, 2012

In re Reza Farakesh
   Bankr. N.D. Calif. Case No. 12-53498
      Chapter 11 Petition filed May 7, 2012

In re Novelita Domdom
   Bankr. S.D. Calif. Case No. 12-06633
      Chapter 11 Petition filed May 7, 2012

In re Cornelius Welding, Inc.
   Bankr. M.D. Fla. Case No. 12-07054
     Chapter 11 Petition filed May 7, 2012
         See http://bankrupt.com/misc/flmb12-07054.pdf
         Represented by: Matthew J. Kovschak, Esq.
                         Matthew J. Kovschak PA
                         E-mail: mjkovschak@aol.com

In re Midwest Investing, L.L.C.
   Bankr. D. Kan. Case No. 12-40667
     Chapter 11 Petition filed May 7, 2012
         See http://bankrupt.com/misc/ksb12-40667.pdf
         Represented by: Tom R. Barnes, II, Esq.
                         E-mail: tom@stumbolaw.com

In re Carlton Cotton
   Bankr. D. Nev. Case No. 12-15452
      Chapter 11 Petition filed May 7, 2012

In re Mac Ry, LLC
   Bankr. D. Nev. Case No. 12-15471
     Chapter 11 Petition filed May 7, 2012
         See http://bankrupt.com/misc/nvb12-15471.pdf
         Represented by: Timothy P. Thomas, Esq.
                         Law Offices Of Timothy P. Thomas, LLC
                         E-mail: TTHOMAS@TTHOMASLAW.COM

In re Family Park, LLC
   Bankr. D.N.J. Case No. 12-21942
     Chapter 11 Petition filed May 7, 2012
         See http://bankrupt.com/misc/njb12-21942.pdf
         Represented by: Barry W. Frostlan, Esq.
                         Teich Groh
                         E-mail: bfrost@teichgroh.com

In re Lawrence Sparex, LLC
   Bankr. D.N.J. Case No. 12-21890
     Chapter 11 Petition filed May 7, 2012
         See http://bankrupt.com/misc/njb12-21890.pdf
         Represented by: Scott Eric Kaplan, Esq.
                         Scott E. Kaplan, LLC
                         E-mail: kaplan@malsarmlaw.com

In re Unity the Way of Holiness Christian Church
   Bankr. E.D.N.C. Case No. 12-03466
     Chapter 11 Petition filed May 7, 2012
         See http://bankrupt.com/misc/nceb12-03466.pdf
         Represented by: James S. Price, Esq.
                         James S. Price & Associates
                         E-mail: jim@jamesspricelaw.com

In re Percy Squire
   Bankr. S.D. Ohio Case No. 12-53950
      Chapter 11 Petition filed May 7, 2012

In re Gail Higgins
   Bankr. C.D. Calif. Case No. 12-26226
      Chapter 11 Petition filed May 8, 2012

In re Leonard Scifers
   Bankr. C.D. Calif. Case No. 12-11840
      Chapter 11 Petition filed May 8, 2012

In re Steven Marcus
   Bankr. C.D. Calif. Case No. 12-26159
      Chapter 11 Petition filed May 8, 2012

In re Teresa Hermenegildo
   Bankr. C.D. Calif. Case No. 12-26301
      Chapter 11 Petition filed May 8, 2012

In re Annette Hornsby
   Bankr. E.D. Calif. Case No. 12-28879
      Chapter 11 Petition filed May 8, 2012

In re Mohammad Mesbahi
   Bankr. N.D. Calif. Case No. 12-53541
      Chapter 11 Petition filed May 8, 2012

In re Thomas Collins
   Bankr. D. Conn. Case No. 12-50854
      Chapter 11 Petition filed May 8, 2012

In re Christopher Merix
   Bankr. M.D. Fla. Case No. 12-03138
      Chapter 11 Petition filed May 8, 2012

In re Healthy Blend, LLC
        dba Smoothie King
   Bankr. N.D. Ga. Case No. 12-61926
     Chapter 11 Petition filed May 8, 2012
         See http://bankrupt.com/misc/ganb12-61926.pdf
         Represented by: Lee A. Frison, Jr., Esq.
                         Lee A. Frison, JR., P.C.
                         E-mail: lee@frisonlaw.com

In re Intrinsic Technologies LLC
   Bankr. D. Nev. Case No. 12-15518
     Chapter 11 Petition filed May 8, 2012
         filed pro se
         See http://bankrupt.com/misc/nvb12-15518.pdf

In re Victorville Partners Limited Partnership, LP
   Bankr. D. Nev. Case No. 12-15517
     Chapter 11 Petition filed May 8, 2012
         See http://bankrupt.com/misc/nvb12-15517.pdf
         Represented by: Timothy P. Thomas, Esq.
                         Law Offices Of Timothy P. Thomas, LLC
                         E-mail: TTHOMAS@TTHOMASLAW.COM

In re North American Plumbing and Heating, LLC
   Bankr. D. N.H. Case No. 12-11527
     Chapter 11 Petition filed May 8, 2012
         See http://bankrupt.com/misc/nhb12-11527p.pdf
         See http://bankrupt.com/misc/nhb12-11527c.pdf
         Represented by: Daniel A. DeBruyckere, Esq.
                         DeBruyckere Law Offices, PC
                         E-mail: daniel@dadlawoffices.com

In re West Building Services, Inc.
   Bankr. N.D.N.Y. Case No. 12-11244
     Chapter 11 Petition filed May 8, 2012
         See http://bankrupt.com/misc/nynb12-11244.pdf
         Represented by: Michael J. Toomey, Esq.
                         Toomey & Gallagher, LLC
                         E-mail: michaeljtoomeyesq@nycap.rr.com

In re Aurora Home Care, Inc.
   Bankr. W.D.N.Y. Case No. 12-11450
     Chapter 11 Petition filed May 8, 2012
         See http://bankrupt.com/misc/nywb12-11450.pdf
         Represented by: Daniel F. Brown, Esq.
                    Andreozzi, Bluestein, Fickess, Muhlbauer Weber, Brown, LLP
                         E-mail: dfb@abfmwb.com

In re W & W Real Estate Investors, LLC
   Bankr. E.D.N.C. Case No. 12-03521
     Chapter 11 Petition filed May 8, 2012
         See http://bankrupt.com/misc/nceb12-03521.pdf
         Represented by: J.M. Cook, Esq.
                         E-mail: J.M.Cook@jmcookesq.com

In re Ferrotech Corporation
   Bankr. W.D. Pa. Case No. 12-22482
     Chapter 11 Petition filed May 8, 2012
         See http://bankrupt.com/misc/pawb12-22482.pdf
         Represented by: Robert O. Lampl, Esq.
                         E-mail: rol@lampllaw.com

In re Ferrotech Realty, LLC
   Bankr. W.D. Pa. Case No. 12-22484
     Chapter 11 Petition filed May 8, 2012
         See http://bankrupt.com/misc/pawb12-22484.pdf
         Represented by: Robert O. Lampl, Esq.
                         E-mail: rol@lampllaw.com

In re 21st Fox Energy Texas, Inc.
   Bankr. S.D. Tex. Case No. 12-33557
     Chapter 11 Petition filed May 8, 2012
         See http://bankrupt.com/misc/txsb12-33557p.pdf
         See http://bankrupt.com/misc/txsb12-33557c.pdf
         Represented by: Sylvester R. Jaime, Esq.
                         E-mail: srjaimelaw@clear.net

In re River Of Life Tabernacle, Inc.
   Bankr. D. Ariz. Case No. 12-10175
     Chapter 11 Petition filed May 9, 2012
         See http://bankrupt.com/misc/azb12-10175.pdf
         Represented by: Christopher S. Short, Esq.
                         Joseph W. Charles, P.C.
                         E-mail: lawoffice@joecharles.com

In re Blue Plumbing Co, Inc.
   Bankr. C.D. Calif. Case No. 12-14337
     Chapter 11 Petition filed May 9, 2012
         See http://bankrupt.com/misc/cacb12-14337.pdf
         Represented by: Paul M. Brent, Esq.
                         Steinberg Nutter & Brent
                         E-mail: snb300@aol.com

In re J. T. Thompson USA
   Bankr. C.D. Calif. Case No. 12-26473
     Chapter 11 Petition filed May 9, 2012
         See http://bankrupt.com/misc/cacb12-26473.pdf
         Represented by: Vincent W. Davis, Esq.
                         Vincent W. Davis & Assoc.
                         E-mail: v.davis@vincentwdavis.com

In re Vincent Robbins
   Bankr. C.D. Calif. Case No. 12-11864
      Chapter 11 Petition filed May 9, 2012

In re Alfonso Richey
   Bankr. E.D. Calif. Case No. 12-28974
      Chapter 11 Petition filed May 9, 2012

In re Mani Investment, Inc.
   Bankr. E.D. Calif. Case No. 12-28989
     Chapter 11 Petition filed May 9, 2012
         filed pro se
         See  http://bankrupt.com/misc/caeb12-28989.pdf

In re Katrice Rushing
   Bankr. M.D. Fla. Case No. 12-07228
      Chapter 11 Petition filed May 9, 2012

In re LMCH, LLC
   Bankr. M.D. Fla. Case No. 12-07241
     Chapter 11 Petition filed May 9, 2012
         See http://bankrupt.com/misc/flmb12-07241.pdf
         Represented by: Ziona Kopelovich, Esq.
                         Debt Relief Law Offices of Tampa Bay LLC
                         E-mail: data@debtrelieftampabay.com

In re Jolanta Idzikowski
   Bankr. S.D. Fla. Case No. 12-21418
      Chapter 11 Petition filed May 9, 2012

In re Charlie McGlamry
   Bankr. M.D. Ga. Case No. 12-51197
      Chapter 11 Petition filed May 9, 2012

In re William Stano
   Bankr. D. Idaho Case No. 12-01096
      Chapter 11 Petition filed May 9, 2012

In re Wilbern Enterprises, LLC
   Bankr. N.D. Ill. Case No. 12-19071
     Chapter 11 Petition filed May 9, 2012
         See http://bankrupt.com/misc/ilnb12-19071.pdf
         Represented by: Forrest L. Ingram, Esq.
                         Forrest L. Ingram, P.C.
                         E-mail: fingram@fingramlaw.com

In re Anita Serpas
   Bankr. E.D. La. Case No. 12-11415
      Chapter 11 Petition filed May 9, 2012

In re Gary Slagle
      Christy Slagle
   Bankr. D. Md. Case No. 12-18868
      Chapter 11 Petition filed May 9, 2012

In re Blaise Didonato
   Bankr. E.D. Mich. Case No. 12-51657
      Chapter 11 Petition filed May 9, 2012

In re Chef Shells Catering, Inc.
   Bankr. E.D. Mich. Case No. 12-51702
     Chapter 11 Petition filed May 9, 2012
         See http://bankrupt.com/misc/mieb12-51702p.pdf
         See http://bankrupt.com/misc/mieb12-51702c.pdf
         Represented by: David R. Heyboer, Esq.
                         Heyboer Law PLC
                         E-mail: HFLaw@iwarp.net

In re Karen Rose
   Bankr. D. Nev. Case No. 12-15587
      Chapter 11 Petition filed May 9, 2012

In re Walter Young
   Bankr. D. Nev. Case No. 12-15553
      Chapter 11 Petition filed May 9, 2012

In re Woods Road, LLC
   Bankr. E.D.N.C. Case No. 12-03546
     Chapter 11 Petition filed May 9, 2012
         See http://bankrupt.com/misc/nce12-03546p.pdf
         See http://bankrupt.com/misc/nce12-03546c.pdf
         Represented by: David J. Haidt, Esq.
                         Ayers, Haidt & Trabucco, P.A.C
                         E-mail: davidhaidt@embarqmail.com

In re Bobby Wade
   Bankr. W.D. Okla. Case No. 12-12371
      Chapter 11 Petition filed May 9, 2012

In re Charles Saffa
   Bankr. W.D. Okla. Case No. 12-12378
      Chapter 11 Petition filed May 9, 2012

In re APM, LLC
   Bankr. M.D. Tenn. Case No. 12-04392
     Chapter 11 Petition filed May 9, 2012
         See http://bankrupt.com/misc/tnmb12-04392.pdf
         Represented by: E. Covington Johnston, Esq.
                         Johnston & Street
                         E-mail: ecjohnston@jandslaw.net

In re Brian McCuller
   Bankr. W.D. Tenn. Case No. 12-24864
      Chapter 11 Petition filed May 9, 2012

In re M&T Trucking, Incorporated
   Bankr. W.D. Tenn. Case No. 12-11305
     Chapter 11 Petition filed May 9, 2012
         See http://bankrupt.com/misc/tnwb12-11305.pdf
         Represented by: Thomas Harold Strawn, Jr., Esq.
                         Strawn & Edwards, PLLC
                         E-mail: tstrawn42@bellsouth.net

In re Elizabeth Davidson
   Bankr. W.D. Texas Case No. 12-51500
      Chapter 11 Petition filed May 9, 2012

In re Chang Gan
   Bankr. C.D. Calif. Case No. 12-26597
      Chapter 11 Petition filed May 10, 2012

In re Kathleen Otto
   Bankr. C.D. Calif. Case No. 12-21607
      Chapter 11 Petition filed May 10, 2012

In re Cherrone Peterson
   Bankr. E.D. Calif. Case No. 12-29092
      Chapter 11 Petition filed May 10, 2012

In re Dhian Virk
   Bankr. N.D. Calif. Case No. 12-44097
      Chapter 11 Petition filed May 10, 2012

In re Aria Investment Group, LLC
   Bankr. N.D. Ga. Case No. 12-62109
     Chapter 11 Petition filed May 10, 2012
         filed pro se

In re Raintree Northwest Property Preservation & Management, LLC
   Bankr. D. Md. Case No. 12-18913
     Chapter 11 Petition filed May 10, 2012
         See http://bankrupt.com/misc/mdb12-18913.pdf
         Represented by: Dennis King, Esq.
                         E-mail: dking@dkhlaw.com

In re Raintree Property Preservation & Management, LLC
   Bankr. D. Md. Case No. 12-18915
     Chapter 11 Petition filed May 10, 2012
         See http://bankrupt.com/misc/mdb12-18915.pdf
         Represented by: Dennis King, Esq.
                         E-mail: dking@dkhlaw.com

In re Raintree Property Preservation & Management Revocable Trust
   Bankr. D. Md. Case No. 12-18917
     Chapter 11 Petition filed May 10, 2012
         See http://bankrupt.com/misc/mdb12-18917.pdf
         Represented by: Dennis King, Esq.
                         E-mail: dking@dkhlaw.com

In re Johnson Jones Architects-Planners, Inc.
   Bankr. D.N.J. Case No. 12-22206
     Chapter 11 Petition filed May 10, 2012
         See http://bankrupt.com/misc/njb12-22206.pdf
         Represented by: Justin M. Gillman, Esq.
                         Gillman & Gillman
                         E-mail: abgillman@optonline.net

In re Martin Ramsi
   Bankr. D.N.J. Case No. 12-22195
      Chapter 11 Petition filed May 10, 2012

In re Elegant Dessert by Metro Inc.
   Bankr. E.D.N.Y. Case No. 12-43398
     Chapter 11 Petition filed May 10, 2012
         See http://bankrupt.com/misc/nyeb12-43398.pdf
         Represented by: Eric Medina, Esq.
                         Medina Law Firm LLC
                         E-mail: emedina@medinafirm.com

In re John Chitla
   Bankr. E.D.N.C. Case No. 12-03578
      Chapter 11 Petition filed May 10, 2012

In re Teddy Hull
   Bankr. D. Ore. Case No. 12-03661
      Chapter 11 Petition filed May 10, 2012

In re Maria Checa
   Bankr. D.P.R. Case No. 12-03661
      Chapter 11 Petition filed May 10, 2012

In re Gary Durham
   Bankr. N.D. Tex. Case No. 12-33057
      Chapter 11 Petition filed May 10, 2012

In re Charles Lucas
   Bankr. S.D. Tex. Case No. 12-33600
      Chapter 11 Petition filed May 10, 2012

In re LeRoy Byrd
   Bankr. E.D. Wash. Case No. 12-02173
      Chapter 11 Petition filed May 10, 2012

In re Gregory Marantz
   Bankr. D. Ariz. Case No. 12-10473
      Chapter 11 Petition filed May 11, 2012

In re Manuel Vega
   Bankr. D. Ariz. Case No. 12-10422
      Chapter 11 Petition filed May 11, 2012

In re Timothy Steiniger
   Bankr. D. Ariz. Case No. 12-10464
      Chapter 11 Petition filed May 11, 2012

In re Ashot Hakopian
   Bankr. C.D. Calif. Case No. 12-14436
      Chapter 11 Petition filed May 11, 2012

In re Ida Woods
   Bankr. C.D. Calif. Case No. 12-26715
      Chapter 11 Petition filed May 11, 2012

In re Simon Perkowitz
   Bankr. C.D. Calif. Case No. 12-15982
      Chapter 11 Petition filed May 11, 2012

In re Mark Pope
   Bankr. N.D. Calif. Case No. 12-31438
      Chapter 11 Petition filed May 11, 2012

In re Alfonso Cervantes
   Bankr. S.D. Calif. Case No. 12-06820
      Chapter 11 Petition filed May 11, 2012

In re Sunrey Media I, LLC
   Bankr. S.D. Calif. Case No. 12-06842
     Chapter 11 Petition filed May 11, 2012
         See http://bankrupt.com/misc/casb12-06842.pdf
         Represented by: Joseph C. La Costa, Esq.
                         Law Office of Joseph La Costa
                         E-mail: joelacosta@hotmail.com

In re Chardo Enterprises, LLC
   Bankr. D. Conn. Case No. 12-21175
     Chapter 11 Petition filed May 11, 2012
         See http://bankrupt.com/misc/ctb12-21175.pdf
         Represented by: Peter L. Ressler, Esq.
                         Groob Ressler & Mulqueen
                         E-mail: ressmul@yahoo.com

In re Eric Chung
      Jane Lee Chung
   Bankr. D. Conn. Case No. 12-50875
      Chapter 11 Petition filed May 11, 2012

In re Hank Lowry Electric, Inc.
   Bankr. M.D. Fla. Case No. 12-06512
     Chapter 11 Petition filed May 11, 2012
         See http://bankrupt.com/misc/flmb12-06512.pdf
         Represented by: Jeffrey Ainsworth, Esq.
                         Mangum & Associates PA
                         E-mail: jeff@mangum-law.com

In re Consolidated Metal Products, Inc.
   Bankr. N.D. Fla. Case No. 12-40316
     Chapter 11 Petition filed May 11, 2012
         See http://bankrupt.com/misc/flnb12-40316.pdf
         Represented by: Robert C. Bruner, Esq.
                         E-mail: RobertCBruner@hotmail.com

In re Emanuel Sarris
   Bankr. S.D. Fla. Case No. 12-21642
      Chapter 11 Petition filed May 11, 2012

In re Kenneth Green
   Bankr. N.D. Ga. Case No. 12-11393
      Chapter 11 Petition filed May 11, 2012

In re The Greener Cleaners, Inc.
   Bankr. S.D. Ga. Case No. 12-60258
     Chapter 11 Petition filed May 11, 2012
         See http://bankrupt.com/misc/gasb12-60258.pdf
         Represented by: Kimberly S. Ward, Esq.
                         H. Lehman Franklin, PC
                         E-mail: hlfpcbankruptcy@hotmail.com

In re David Thomas
   Bankr. W.D. Ky. Case No. 12-32238
      Chapter 11 Petition filed May 11, 2012

In re Stephen Andree
   Bankr. D. Nev. Case No. 12-15680
      Chapter 11 Petition filed May 11, 2012

In re FSJ Imports, LLC
   Bankr. D.N.J. Case No. 12-22402
     Chapter 11 Petition filed May 11, 2012
         See http://bankrupt.com/misc/njb12-22402.pdf
         Represented by: Richard D. Trenk, Esq.
                         Trenk, DiPasquale et. al.
                         E-mail: rtrenk@trenklawfirm.com

In re Curtis Womelsdorf
   Bankr. D. Ore. Case No. 12-62075
      Chapter 11 Petition filed May 11, 2012

In re Paul's Specialty Meat Market, Inc.
   Bankr. W.D. Pa. Case No. 12-22545
     Chapter 11 Petition filed May 11, 2012
         See http://bankrupt.com/misc/pawb12-22545p.pdf
         See http://bankrupt.com/misc/pawb12-22545c.pdf
         Represented by: Donald R. Calaiaro, Esq.
                         Calaiaro & Corbett, P.C.
                         E-mail: dcalaiaro@calaiarocorbett.com

In re Michael Stanton
   Bankr. M.D. Tenn. Case No. 12-04461
      Chapter 11 Petition filed May 11, 2012

In re Tennessee Materials Corporation
   Bankr. W.D. Tenn. Case No. 12-11332
     Chapter 11 Petition filed May 11, 2012
         See http://bankrupt.com/misc/tnwb12-11332.pdf
         Represented by: C. Jerome Teel, Jr., Esq.
                         Teel & Maroney, PLC
                         E-mail: bankruptcy@tennesseefirm.com

In re Williams Dental Associates North, PC
   Bankr. N.D. Tex. Case No. 12-33098
     Chapter 11 Petition filed May 11, 2012
         See http://bankrupt.com/misc/txnb2-33098.pdf
         Represented by: Eric A. Liepins, Esq.
                         Eric A. Liepins, P.C.
                         E-mail: eric@ealpc.com

In re Williams Dental Associates South, PC
   Bankr. N.D. Tex. Case No. 12-33097
     Chapter 11 Petition filed May 11, 2012
         See http://bankrupt.com/misc/txnb12-33097.pdf
         Represented by: Eric A. Liepins, Esq.
                         Eric A. Liepins, P.C.
                         E-mail: eric@ealpc.com

In re The Cake Shop LLC
        dba The Cake Shop (Southwest Military)
   Bankr. W.D. Texas Case No. 12-51518
     Chapter 11 Petition filed May 11, 2012
         See http://bankrupt.com/misc/txwb12-51518.pdf
         Represented by: Margot Bianca Gallegos, Esq.
                         Law Office of Margot Gallegos
                         E-mail: mbglawyer@yahoo.com

In re Dale Rock, Inc., a California Corporation
   Bankr. C.D. Calif. Case No. 12-16005
     Chapter 11 Petition filed May 13, 2012
         See http://bankrupt.com/misc/cacb12-16005.pdf
         Represented by: Andrew S. Bisom, Esq.
                         Law Offices of Andrew S. Bisom
                         E-mail: abisom@bisomlaw.com

In re T2 Texas, LP
        fka Tex Mex Bar & Grill
        dba River Rock Tap House
   Bankr. E.D. Calif. Case No. 12-29239
     Chapter 11 Petition filed May 13, 2012
         See http://bankrupt.com/misc/caeb12-29239.pdf
         Represented by: Noel Knight, Esq.

In re Big Air Entertainment, LLC
   Bankr. M.D. Fla. Case No. 12-03250
     Chapter 11 Petition filed May 13, 2012
         See http://bankrupt.com/misc/flmb12-03250.pdf
         Represented by: Robert D. Wilcox, Esq.
                         Brennan, Manna & Diamond, PL
                         E-mail: rdwilcox@bmdpl.com

In re 16 N Osbourne LLC
   Bankr. D.N.J. Case No. 12-22414
     Chapter 11 Petition filed May 13, 2012
         See http://bankrupt.com/misc/njb12-22414.pdf
         Represented by: Richard J. Kwasny, Esq.
                         Kwasny & Reilly
                         E-mail: kwasnylaw@aol.com

In re Trussville Family Fun Center, LLC
        dba Lightning Strikes
   Bankr. N.D. Ala. Case No. 12-02331
     Chapter 11 Petition filed May 14, 2012
         See http://bankrupt.com/misc/alnb12-02331.pdf
         Represented by: Frederick Mott Garfield, Esq.
                         Spain & Gillon
                         E-mail: fmg@spain-gillon.com

In re Kevin Ganong
   Bankr. E.D. Ark. Case No. 12-12831
      Chapter 11 Petition filed May 14, 2012

In re Donovan Development, LLC
   Bankr. C.D. Calif. Case No. 12-21898
     Chapter 11 Petition filed May 14, 2012
         See http://bankrupt.com/misc/cacb12-21898.pdf
         Represented by: Timothy L. McCandless, Esq.
                         The Law Offices of Timothy McCandless
                         E-mail: tmlawbksb@hotmail.com

In re Masoud Shalchi
   Bankr. C.D. Calif. Case No. 12-26801
      Chapter 11 Petition filed May 14, 2012

In re Baywood Building & Design Inc.
   Bankr. N.D. Calif. Case No. 12-44174
     Chapter 11 Petition filed May 14, 2012
         filed pro se
         See http://bankrupt.com/misc/canb12-44174.pdf

In re John Pereira
   Bankr. N.D. Calif. Case No. 12-53689
      Chapter 11 Petition filed May 14, 2012

In re The Hub Bar & Grille, LLC
   Bankr. D. Conn. Case No. 12-21200
     Chapter 11 Petition filed May 14, 2012
         See http://bankrupt.com/misc/ctb12-21200.pdf
         Represented by: Gregory F. Arcaro, Esq.
                         Arcaro Law Office
                         E-mail: greg@arcaro-law.com

In re Anthony Scott
   Bankr. M.D. Fla. Case No. 12-07394
      Chapter 11 Petition filed May 14, 2012

In re Playcare Kids, Inc.
   Bankr. M.D. Fla. Case No. 12-07415
     Chapter 11 Petition filed May 14, 2012
         See http://bankrupt.com/misc/flmb12-07415.pdf
         Represented by: Ronald R. Bidwell, Esq.
                         Law Office of Ronald R Bidwell PA
                         E-mail: rbidwell1@tampabay.rr.com

In re Troy Tooling Technologies, LLC
   Bankr. E.D. Mich. Case No. 12-51993
     Chapter 11 Petition filed May 14, 2012
         See http://bankrupt.com/misc/mieb12-51993.pdf
         Represented by: Lynn M. Brimer, Esq.
                         E-mail: lbrimer@stroblpc.com

In re Roman Anthony Restaurant Group, LLC
        dba Grecco's on the St. Croix
   Bankr. D. Minn. Case No. 12-32916
     Chapter 11 Petition filed May 14, 2012
         See http://bankrupt.com/misc/mnb12-32916.pdf
         Represented by: Ann P. Johnson, Esq.
                         MLG Bankruptcy Group LLC
                         E-mail: ajohnson@morrislawmn.com

In re Milo Azumbra
   Bankr. D. Nev. Case No. 12-15718
      Chapter 11 Petition filed May 14, 2012

In re ABC Dining Ltd.
   Bankr. S.D.N.Y. Case No. 12-12106
     Chapter 11 Petition filed May 14, 2012
         filed pro se
         See http://bankrupt.com/misc/nysb12-12106.pdf

In re David Ciraolo
   Bankr. S.D.N.Y. Case No. 12-12107
      Chapter 11 Petition filed May 14, 2012

In re Terron Teander
   Bankr. E.D.N.C. Case No. 12-03663
      Chapter 11 Petition filed May 14, 2012

In re Mayra Rivera Gonzalez
   Bankr. D.P.R. Case No. 12-03731
      Chapter 11 Petition filed May 14, 2012

In re Tiphany Gayhart
   Bankr. D. Wyo. Case No. 12-20472
      Chapter 11 Petition filed May 14, 2012

In re Art-Craft Paint, Inc. A California Corporation
   Bankr. C.D. Calif. Case No. 12-12096
     Chapter 11 Petition filed April 28, 2012
         See http://bankrupt.com/misc/cacb12-12096.pdf
         Represented by: Michael Parra, Esq.
                         LAW OFFICE OF MICHAEL PARRA
                         E-mail: michael@mparralaw.com

In re Rose Villanova
   Bankr. S.D.N.Y. Case No, 12-23007
      Chapter 11 Petition filed April 28, 2012
In re Douglas Vickers
   Bankr. M.D. Ala. Case No. 12-10912
      Chapter 11 Petition filed May 30, 2012

In re Bynum Properties, Inc.
   Bankr. N.D. Ala. Case No. 12-02568
     Chapter 11 Petition filed May 30, 2012
         See http://bankrupt.com/misc/alnb12-02568.pdf
         Represented by: Gina H. McDonald, Esq.
                         Gina H. McDonald & Associates, LLC
                         E-mail: McDonaldnotices@hotmail.com

In re Rayburn Trotter
   Bankr. S.D. Ala. Case No. 12-01848
      Chapter 11 Petition filed May 30, 2012

In re James Chaffin
   Bankr. D. Ariz. Case No. 12-12060
      Chapter 11 Petition filed May 30, 2012

In re Randy Alejo
   Bankr. C.D. Calif. Case No. 12-28964
      Chapter 11 Petition filed May 30, 2012

In re Seung Bang
   Bankr. N.D. Calif. Case No. 12-44654
      Chapter 11 Petition filed May 30, 2012

In re Mildred Bell
   Bankr. D.D.C. Case No. 12-00402
      Chapter 11 Petition filed May 30, 2012

In re Thomson Thomas
   Bankr. S.D. Fla. Case No. 12-23279
      Chapter 11 Petition filed May 30, 2012

In re William Adams
   Bankr. M.D.G.A. Case No. 12-10777
      Chapter 11 Petition filed May 30, 2012

In re Omega Restaurant of Downers Grove, Inc.
   Bankr. N.D. Ill. Case No. 12-21961
     Chapter 11 Petition filed May 30, 2012
         See http://bankrupt.com/misc/ilnb12-21961.pdf
         Represented by: Bryan K. Duplechain, Esq.
                         Sanchez Daniels and Hoffman LLP
                         E-mail: bduplechain@sanchezdh.com

In re Sewer Optical Services, Inc.
   Bankr. S.D. Ind. Case No. 12-06436
     Chapter 11 Petition filed May 30, 2012
         See http://bankrupt.com/misc/insb12-06436.pdf
         Represented by: John Forest Bymaster, Esq.
                         Bymaster Bankruptcy Law Offices
                         E-mail: john@bymasterbankruptcy.com

In re Robert Langille
   Bankr. D. Mass. Case No. 12-14679
      Chapter 11 Petition filed May 30, 2012

In re Robert Powell
   Bankr. D.M.D. Case No. 12-20165
      Chapter 11 Petition filed May 30, 2012

In re Grace Rentals, Inc.
   Bankr. E.D. Mich. Case No. 12-32343
     Chapter 11 Petition filed May 30, 2012
         See http://bankrupt.com/misc/mieb12-32343p.pdf
         See http://bankrupt.com/misc/mieb12-32343c.pdf
         Represented by: Peter T. Mooney, Esq.
                         Simen, Figura & Parker
                         E-mail: pmooney@sfplaw.com

In re Anthony Frederick
   Bankr. D. Nev. Case No. 12-16382
      Chapter 11 Petition filed May 30, 2012

In re Bourne Valley Court Trust
   Bankr. D. Nev. Case No. 12-16387
     Chapter 11 Petition filed May 30, 2012
         See http://bankrupt.com/misc/nvb12-16387.pdf
         Represented by: Ryan Alexander, Esq.
                         Law Offices of Ryan Alexander
                         E-mail: ryan@thefirm-lv.com

In re James Driscoll
   Bankr. E.D.N.C. Case No. 12-04011
      Chapter 11 Petition filed May 30, 2012

In re IFA, Inc.
   Bankr. E.D.N.Y. Case No. 12-43953
     Chapter 11 Petition filed May 30, 2012
         See http://bankrupt.com/misc/nyeb12-43953.pdf
         Represented by: Avrom R. Vann, Esq.
                         Avrom R. Vann, P.C.
                         E-mail: A2442@aol.com

In re Basket Originals Inc.
   Bankr. D.P.R. Case No. 12-04149
     Chapter 11 Petition filed May 30, 2012
         See http://bankrupt.com/misc/prb12-04149.pdf
         Represented by: Gloria M Justiniano Irizarry, Esq.
                         Justiniano's Law Office
                         E-mail: gloriae55amg@yahoo.com

In re Salvador Lopez-Rojas
   Bankr. D.P.R. Case No. 12-04151
      Chapter 11 Petition filed May 30, 2012

In re Slywhoop Corporation
        dba La Traviata Pizza
          aka La Traviata
   Bankr. D.P.R. Case No. 12-04144
     Chapter 11 Petition filed May 30, 2012
         See http://bankrupt.com/misc/prb12-04144.pdf
         Represented by: Luis D Flores Gonzalez, Esq.
                         Luis D Flores Gonzalez Law Office
                         E-mail: ldfglaw@coqui.net

In re George Fleming
   Bankr. M.D. Tenn. Case No. 12-05007
      Chapter 11 Petition filed May 30, 2012

In re Enviro-Pump of San Antonio, LLC
   Bankr. W.D. Tex. Case No. 12-51638
     Chapter 11 Petition filed May 30, 2012
         See http://bankrupt.com/misc/txwb12-51638.pdf
         Represented by: Dean William Greer, Esq.
                         E-mail: dwgreer@sbcglobal.net
In re Jennifer Chan
   Bankr. C.D. Calif. Case No. 12-28638
      Chapter 11 Petition filed April 29, 2012

In re Tabitha Joiner
   Bankr. C.D. Calif. Case No. 12-28682
      Chapter 11 Petition filed April 29, 2012

In re Presidio Developers, L.L.C.
   Bankr. N.D. Fla. Case No. 12-30783
     Chapter 11 Petition filed April 29, 2012
         See http://bankrupt.com/misc/flnb12-30783.pdf
         Represented by: David Luther Woodward, Esq.
                         LAW OFFICES OF DAVID LUTHER
                         E-mail: dlw@woodlaw.pro

In re Rexford Beasaw
   Bankr. E.D. Mich. Case No. 12-53244
      Chapter 11 Petition filed April 29, 2012

In re Louwania Pickavance
   Bankr. D. Mont. Case No. 12-60856
      Chapter 11 Petition filed April 29, 2012

In re Kevin Hiew
   Bankr. D. Nev. Case No. 12-16319
      Chapter 11 Petition filed April 29, 2012

In re Travis Petersen
   Bankr. D. Nev. Case No. 12-51240
      Chapter 11 Petition filed April 29, 2012

In re Riley, More & More Enterprises, LLC
        dba Riley More & More, LLC
   Bankr. D. N.H. Case No. 12-11710
     Chapter 11 Petition filed April 29, 2012
         See http://bankrupt.com/misc/nhb12-11710.pdf
         Represented by: Robert L. O'Brien, Esq.
                         O'BRIEN LAW
                         E-mail: robjd@mail2firm.com

In re Joseph Wilson
   Bankr. N.D.N.Y. Case No. 12-11410
      Chapter 11 Petition filed April 29, 2012

In re T.H.K. Investments, Inc.
   Bankr. M.D.N.C. Case No. 12-10757
     Chapter 11 Petition filed April 29, 2012
         See http://bankrupt.com/misc/ncmb12-10757.pdf
         Represented by: Erik Mosby Harvey, Esq.
                         IVEY, MCCLELLAN, GATTON, TALCOTT
                         E-mail: emh@imgt-law.com

In re Automated Designs, Inc.
   Bankr. W.D.N.C. Case No. 12-10455
     Chapter 11 Petition filed April 29, 2012
         See http://bankrupt.com/misc/ncwb12-10455.pdf
         Represented by: R. Kelly Calloway, Jr., Esq.
                         CALLOWAY & ASSOCIATES LAW FIRM
                         E-mail: rkelly@callowaylawfirm.com

In re Thomas McGee
   Bankr. E.D. Tenn. Case No. 12-12692
      Chapter 11 Petition filed April 29, 2012

In re MCC Humble Auto Paint, Inc.
        aka MCC Humble Auto Paint
            MAACO Collision And Auto Paint
   Bankr. S.D. Tex. Case No. 12-33907
     Chapter 11 Petition filed April 29, 2012
         See http://bankrupt.com/misc/txsb12-33907.pdf
         Represented by: Joseph G. Soliz, Esq.
                         SOLIZ LAW FIRM PLLC
                         E-mail: jsoliz@aol.com
In re Russell Jennings
   Bankr. D. Ariz. Case No. 12-12322
      Chapter 11 Petition filed June 1, 2012

In re He Who Works For God CA Inc.
   Bankr. C.D. Calif. Case No. 12-16912
     Chapter 11 Petition filed June 1, 2012
         See http://bankrupt.com/misc/cacb12-16912.pdf
         Filed pro se

In re Howard Rush
   Bankr. C.D. Calif. Case No. 12-23557
      Chapter 11 Petition filed June 1, 2012

In re Colin Chaves
   Bankr. N.D. Calif. Case No. 12-11574
      Chapter 11 Petition filed June 1, 2012

In re Darnise Davis
   Bankr. D.D.C. Case No. 12-00415
      Chapter 11 Petition filed June 1, 2012

In re Freedom Capital Ventures, LLC
   Bankr. N.D.G.A. Case No. 12-63644
     Chapter 11 Petition filed June 1, 2012
         See http://bankrupt.com/misc/ganb12-63644.pdf
         Represented by: Kenneth Mitchell, Esq.
                         Giddens, Davidson & Mitchell P.C.
                         E-mail: kmitchell@gdmpclaw.com

In re N & I Enterprises Inc.
   Bankr. N.D.G.A. Case No. 12-63643
     Chapter 11 Petition filed June 1, 2012
         See http://bankrupt.com/misc/ganb12-63643.pdf
         Represented by: Evan M. Altman, Esq.
                         E-mail: evan.altman@laslawgroup.com

In re Aaron K. Jonan Memorial Clinic, Inc.
   Bankr. E.D.K.Y. Case No. 12-51487
     Chapter 11 Petition filed June 1, 2012
         See http://bankrupt.com/misc/kyeb12-51487.pdf
         Represented by: Jamie L. Harris, Esq.
                         DelCotto Law Group PLLC
                         E-mail: jharris@dlgfirm.com

In re Asthma and Allergy Center, LLC
   Bankr. E.D.K.Y. Case No. 12-70325
     Chapter 11 Petition filed June 1, 2012
         See http://bankrupt.com/misc/kyeb12-70325.pdf
         Represented by: Jamie L. Harris, Esq.
                         DelCotto Law Group PLLC
                         E-mail: jharris@dlgfirm.com

In re Harold Burton
   Bankr. E.D.K.Y. Case No. 12-21107
      Chapter 11 Petition filed June 1, 2012

In re Pediatric Associates of Hazard, Limited Liability Company
        fdba Mountain Village Healthcare
   Bankr. E.D.K.Y. Case No. 12-60714
     Chapter 11 Petition filed June 1, 2012
         See http://bankrupt.com/misc/kyeb12-60714.pdf
         Represented by:  Jamie L. Harris, Esq.
                         DelCotto Law Group PLLC
                         E-mail: jharris@dlgfirm.com

In re Pediatric Associates of Pikeville, LLC
        dba Pediatric Associates
   Bankr. E.D.K.Y. Case No. 12-70326
     Chapter 11 Petition filed June 1, 2012
         See http://bankrupt.com/misc/kyeb12-70326.pdf
         Represented by: Jamie L. Harris, Esq.
                         DelCotto Law Group PLLC
                         E-mail: jharris@dlgfirm.com

In re Red River Healthcare, LLC
   Bankr. E.D.K.Y. Case No. 12-51486
     Chapter 11 Petition filed June 1, 2012
         See http://bankrupt.com/misc/kyeb12-51486.pdf
         Represented by: Jamie L. Harris, Esq.
                         DelCotto Law Group PLLC
                         E-mail: jharris@dlgfirm.com

In re Commet Leasing, LLC
   Bankr. E.D. Mich. Case No. 12-53646
     Chapter 11 Petition filed June 1, 2012
         See http://bankrupt.com/misc/mieb12-53646.pdf
         Represented by: William R. Orlow, Esq.
                         B.O.C. Law Group, P.C.
                         E-mail: bocecf@boclaw.com

In re DayCom Investments, LLC
   Bankr. E.D. Mich. Case No. 12-53653
     Chapter 11 Petition filed June 1, 2012
         See http://bankrupt.com/misc/mieb12-53653.pdf
         Represented by: William R. Orlow, Esq.
                         B.O.C. Law Group, P.C.
                         E-mail: bocecf@boclaw.com

In re Ro-Lyn Investments, LLC
   Bankr. E.D. Mich. Case No. 12-53658
     Chapter 11 Petition filed June 1, 2012
         See http://bankrupt.com/misc/mieb12-53658p.pdf
         See http://bankrupt.com/misc/mieb12-53658c.pdf
         Represented by: William R. Orlow, Esq.
                         B.O.C. Law Group, P.C.
                         E-mail: bocecf@boclaw.com

In re Robert Commet
   Bankr. E.D. Mich. Case No. 12-53636
      Chapter 11 Petition filed June 1, 2012

In re Arnold Lilley
   Bankr. D. Mont. Case No. 12-60895
      Chapter 11 Petition filed June 1, 2012

In re Gosan, Inc.
        dba Super Bowl Fun Center
   Bankr. D. Nebr. Case No. 12-41253
     Chapter 11 Petition filed June 1, 2012
         See http://http://bankrupt.com/misc/neb12-41253.pdf
         Represented by: John C. Hahn, Esq.
                         Jeffrey, Hahn, Hemmerling & Zimmerman
                         E-mail: bankruptcy@jhhz.net

In re Keith Wilson
   Bankr. D. Nebr. Case No. 12-81238
      Chapter 11 Petition filed June 1, 2012

In re David Adams
   Bankr. D. Nev. Case No. 12-16623
      Chapter 11 Petition filed June 1, 2012

In re Moses Bojrab
   Bankr. D. Nev. Case No. 12-16619
      Chapter 11 Petition filed June 1, 2012

In re Seasak OBO Holdings
   Bankr. S.D.N.Y. Case No. 12-12419
     Chapter 11 Petition filed June 1, 2012
         See http://bankrupt.com/misc/nysb12-12419.pdf
         Represented by: John H. Hall, Jr., Esq.
                         Pryor & Mandelup LLP
                         E-mail: jh@pryormandelup.com

In re MCD Plumbing, Inc.
   Bankr. W.D.N.Y. Case No. 12-11759
     Chapter 11 Petition filed June 1, 2012
         See http://bankrupt.com/misc/nywb12-11759.pdf
         Represented by: Arthur G. Baumeister, Jr., Esq.
                         Amigone, Sanchez, Mattrey & Marshall LLP
                         E-mail: abaumeister@amigonesanchez.com

In re Ojel Rodriguez Torres
   Bankr. D.P.R. Case No. 12-04353
      Chapter 11 Petition filed June 1, 2012

In re Young Kim
   Bankr. E.D.V.A. Case No. 12-13522
      Chapter 11 Petition filed June 1, 2012

In re Victor Nguessan
   Bankr. D. Conn. Case No. 12-31334
      Chapter 11 Petition filed June 2, 2012

In re Ruben Corona
   Bankr. C.D. Calif. Case No. 12-16946
      Chapter 11 Petition filed June 3, 2012

In re Isora Luberto
   Bankr. D. Mass. Case No. 12-14828
      Chapter 11 Petition filed June 3, 2012

In re Lawrence Hopwood
   Bankr. S.D.N.Y. Case No. 12-23062
      Chapter 11 Petition filed June 3, 2012

In re Bizzi Biz Franchise Inc.
   Bankr. D. Ariz. Case No. 12-12414
     Chapter 11 Petition filed June 4, 2012
         Filed pro se

In re Loraine Kesselring
   Bankr. D. Ariz. Case No. 12-12418
      Chapter 11 Petition filed June 4, 2012

In re Ana Carcamo
   Bankr. C.D. Calif. Case No. 12-23697
      Chapter 11 Petition filed June 4, 2012

In re David Tran
   Bankr. C.D. Calif. Case No. 12-16995
      Chapter 11 Petition filed June 4, 2012

In re Steven Love
   Bankr. S.D. Calif. Case No. 12-08049
      Chapter 11 Petition filed June 4, 2012

In re Alan Pisapia
   Bankr. M.D. Fla. Case No. 12-03753
      Chapter 11 Petition filed June 4, 2012

In re John Diamond
   Bankr. S.D. Fla. Case No. 12-23690
      Chapter 11 Petition filed June 4, 2012

In re Robert Wrieden
   Bankr. S.D. Fla. Case No. 12-23753
      Chapter 11 Petition filed June 4, 2012

In re Ronald Perry
   Bankr. S.D. Fla. Case No. 12-23748
      Chapter 11 Petition filed June 4, 2012

In re Daniel Holley
   Bankr. M.D.G.A. Case No. 12-40518
      Chapter 11 Petition filed June 4, 2012

In re 21st Century Enterprises, Inc.
   Bankr. N.D.G.A. Case No. 12-64227
     Chapter 11 Petition filed June 4, 2012
         See http://bankrupt.com/misc/ganb12-64227.pdf
         Represented by: David Jean Couch, Esq.
                         Peachtree Law Group, P.A.
                         E-mail: djcouch@djclaw.net

In re HBCU Properties LLC
   Bankr. N.D.G.A. Case No. 12-64096
     Chapter 11 Petition filed June 4, 2012
         See http://bankrupt.com/misc/ganb12-64096.pdf
         Represented by: Kenneth Mitchell, Esq.
                         Giddens, Davidson & Mitchell P.C.
                         E-mail: kmitchell@gdmpclaw.com

In re West Cobb Towing Services Company
   Bankr. N.D.G.A. Case No. 12-64097
     Chapter 11 Petition filed June 4, 2012
         See http://bankrupt.com/misc/ganb12-64097.pdf
         Represented by: Edward F. Danowitz, Jr., Esq.
                         Danowitz & Associates, P.C.
                         E-mail: edanowitz@danowitzlegal.com

In re Harry Slater
   Bankr. D. Minn. Case No. 12-33389
      Chapter 11 Petition filed June 4, 2012

In re Gregory McQueen
   Bankr. S.D. Miss. Case No. 12-51159
      Chapter 11 Petition filed June 4, 2012

In re Perez Properties, LLC
        aka Perez Properties, II
   Bankr. D.N.J. Case No. 12-24407
     Chapter 11 Petition filed June 4, 2012
         See http://bankrupt.com/misc/njb12-24407.pdf
         Represented by: Antonio R. Espinosa, Esq.
                         Andril & Espinosa, LLC
                         E-mail: andespbk@gmail.com

In re J.D. Realty Holding Co., Inc.
        aka Diya Fusion
          aka Indian Cusine
   Bankr. E.D.N.Y. Case No. 12-73576
     Chapter 11 Petition filed June 4, 2012
         See http://bankrupt.com/misc/nyeb12-73576.pdf
         Filed pro se

In re 4th & Goal Enterprises, LLC
        dba Purchase Deli
   Bankr. S.D.N.Y. Case No. 12-23064
     Chapter 11 Petition filed June 4, 2012
         See http://bankrupt.com/misc/nysb12-23064.pdf
         Represented by: Anne J. Penachio, Esq.
                         Penachio Malara LLP
                         E-mail: apenachio@pmlawllp.com
                                 penachio.anne@gmail.com

In re SCCM, LLC
   Bankr. E.D.P.A. Case No. 12-15465
     Chapter 11 Petition filed June 4, 2012
         See http://bankrupt.com/misc/paeb12-15465.pdf
         Represented by: Michael Gumbel, Esq.
                         Bainbridge Law Center
                         E-mail:
mgumbel@bainbridgelawcenter.com

In re Bilal Khwaja
   Bankr. E.D. Tex. Case No. 12-41525
      Chapter 11 Petition filed June 4, 2012

In re Dexter Professional Park Partners, LP
   Bankr. E.D. Tex. Case No. 12-41492
     Chapter 11 Petition filed June 4, 2012
         See http://bankrupt.com/misc/txeb12-41492.pdf
         Represented by: Judith A. Swift, Esq.
                         Judith A. Swift, P.C.
                         E-mail: brandy@judithswift.com

In re Dexter Professional Park, LLC
   Bankr. E.D. Tex. Case No. 12-41512
     Chapter 11 Petition filed June 4, 2012
         See http://bankrupt.com/misc/txeb12-41512.pdf
         Represented by: Judith A. Swift, Esq.
                         Judith A. Swift, P.C.
                         E-mail: brandy@judithswift.com

In re James Martin
   Bankr. N.D. Tex. Case No. 12-33632
      Chapter 11 Petition filed June 4, 2012

In re Thomas McDaniel
   Bankr. N.D. Tex. Case No. 12-33634
      Chapter 11 Petition filed June 4, 2012

In re Robert De Franceschi
   Bankr. N.D. Tex. Case No. 12-43301
      Chapter 11 Petition filed June 4, 2012

In re Harry Sturges
   Bankr. S.D. Tex. Case No. 12-34249
      Chapter 11 Petition filed June 4, 2012

In re Paul Klinger, Jr.
   Bankr. S.D. Tex. Case No. 12-34256
      Chapter 11 Petition filed June 4, 2012



                            *********

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.


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