TCR_Public/120702.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 2, 2012, Vol. 16, No. 182

                            Headlines

116 PROSPECT: Case Summary & 4 Largest Unsecured Creditors
180 PROSPECT: Case Summary & 3 Largest Unsecured Creditors
1ST FINANCIAL: Vincent Rees Elected as Director
23 EAST: SLC2 Holdings Seeks Case Dismissal or Relief of Stay
4 M INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors

530 W. 28TH: Voluntary Chapter 11 Case Summary
ABOUND SOLAR: Green Energy Startup to File Chapter 11 in Delaware
ABRAHAM PETROLEUM: Bankr. Court Upholds Tax Statements Ruling
ACE AVIATION: Ernst & Young Inc. Appointed Liquidator
ADVANSTAR INC: S&P Ups Corp. Credit Rating to 'CCC+'; Outlook Neg

AE BIOFUELS: AAFK Issues $400,000 Promissory Notes to Third Eye
ALISAL WATER: Fitch Affirms 'BB+' Rating on $7.6MM Secured Bonds
ALLIED SYSTEMS: Section 341(a) Meeting Scheduled for July 26
ALLIED SYSTEMS: Court Approves Rust Consulting as Noticing Agent
ALT HOTEL: Cash Collateral Hearing Resumes Today

ALT HOTEL: Employment of LW Hospitality Denied as Unnecessary
APPLETON PAPERS: Soliciting Consents for Hicks Purchase Pact
ARCADIA RESOURCES: Directors Resign; Now Winding Up Operations
ARCAPITA BANK: Court Approves Committee's Counsel, Advisors
ARCTIC GLACIER: To Sell Business to H.I.G. via CCAA

ARCTIC GLACIER: Moody's Assigns 'B2' Corp. Family Rating
ARCTIC GLACIER: S&P Assigns 'B-' Corporate Credit Rating
BEDFORD LOFTS: Voluntary Chapter 11 Case Summary
BENT CREEK: Case Summary & 20 Largest Unsecured Creditors
BEST UNION: Files for Chapter 11 in Los Angeles

BILLMYPARENTS INC: Nets $3.4 Million from Sale of Shares
BLACK PRESS: Moody's Lowers CFR/PDR to 'B2'; Outlook Negative
BLACKBELT ACADEMIES: Case Summary & 9 Largest Unsecured Creditors
BLACK DAVIS: Court Dismisses Two Counts in Suit Against Frontier
BOWMAN COMPANY: Voluntary Chapter 11 Case Summary

BUD'S CAR WASH: Claimants' Response Deadline Moved to July 17
BUD'S CAR WASH: Diener Estate Has More Time to Challenge Suit
BUFFETS INC: Confirms Second Chapter 11 Plan
CAESARS ENTERTAINMENT: Deregisters 4.5MM Shares of Common Stock
CATALYST PAPER: BC Court Approves Reorganization Plan

CCGI HOLDING: S&P Withdraws B- Corp. Credit Rating on Repaid Debt
CHARLESTON & 28TH: Case Summary & 11 Largest Unsecured Creditors
CHEYENNE HOTEL: Aug. 8 Set as Government Claims Bar Date
CHEYENNE HOTEL: Henslee Halle and Assoc. Approved as Accountants
CINE PHOTO: Case Summary & 20 Largest Unsecured Creditors

CNA FINANCIAL: Moody's Upgrades Provisional Rating From (P)Ba1
COLOUR CONCEPTS: Case Summary & 20 Largest Unsecured Creditors
CONFORCE INTERNATIONAL: Delays Form 10-K for Fiscal 2012
CONSTRUCTORA DE HATO: Required to File Plan Disclosures by Aug. 31
CROWN MEDIA: All 14 Director Nominees Elected

CRYSTALLEX INTERNATIONAL: Draws Down Add'l $8MM Under DIP Pact
CULLIGAN INT'L: Moody's Cuts PDR to 'D' After Debt Restructuring
DEAN FOODS: Moody's Retains 'Ba3' Corporate Family Rating
DELTA AIR LINES: S&P Rates Class B Pass-through Certs. 'BB'
DELTA AIR LINES: S&P Raises Rating on Class G1 Certs. From 'BB+'

DEX ONE: Alan Schultz Succeeds Eugene Davis as Board Chairman
DJ CHRISTIE: Lawsuit Against Pratt et al. Stays in Bankr. Court
DOLLAR GENERAL: S&P Rates Proposed $450MM Unsecured Notes 'BB+'
EASTMAN KODAK: No Equity Committee or Valuation Trial for Now
EASY RENTAL: Case Summary & 20 Largest Unsecured Creditors

ELECTRICAL & ELECTRONIC: Case Summary & Creditors List
ENDURANCE INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
ENERGY CONVERSION: Taps Diversified Property to Give Tax Review
ENERGY CONVERSION: Hilco IP Approved to Monetize IP Assets
ENERGY CONVERSION: McDonald Hopkins Approved as Conflicts Counsel

ENERGY CONVERSION: Signature OK'd as Real Estate Brokers
ENTERTAINMENT PROPERTIES: Fitch Affirms 'B' Rating on Pref. Stock
EPIC WINGS: Case Summary & 13 Largest Unsecured Creditors
EQUITABLE OF IOWA: Fitch Keeps 'BB' Rating on Trust Pref. Stock
FAIRVIEW APARTMENTS: Case Summary & 3 Largest Unsecured Creditors

FNB UNITED: Added to Russell Indices; Issues $7.3MM Common Shares
FONAR CORP: Five Directors Elected at Annual Meeting
FOREST AVENUE: Voluntary Chapter 11 Case Summary
FULLER BRUSH: Has Plan Exclusivity Until Sept. 19
GENERAL MARITIME: Levi & Korsinsky to Seek Lead Plaintiff Position

GOLD RESERVE: Shareholders Approve Restructuring of Debt
GOLDEN OAKS: Case Summary & 20 Largest Unsecured Creditors
GUIDED THERAPEUTICS: Extends Warrant Exchange Offer to July 5
GW PARTNERS: Plan of Reorganization Wins Court Approval
HAMPTON ROADS: CapGen Capital Now Has 37.5% Ownership

HEMCON MEDICAL: Miller Nash Approved as IP Counsel
HEMCON MEDICAL: Obsidian Finance Approved as Financial Consultant
HEMCON MEDICAL: Tonkon Torp Approved as Bankruptcy Counsel
HOUGHTON MIFFLIN: Case Moved to Boston Following Confirmation
HOUGHTON MIFFLIN: Exit From Bankruptcy Cues Fitch to Raise Ratings

HOWELL TOWNSHIP, MI: Fitch Rates 3 LTGO Bond Classes at Low-Bs
INTERNATIONAL GOSPEL: Lawyer Can Receive Payment From Excess Funds
JER/JAMESON: Wants Until Oct. 20 to Propose Chapter 11 Plan
KBK INC.: Case Summary & 20 Largest Unsecured Creditors
KENAN ADVANTAGE: S&P Affirms 'BB-' Corporate Credit Rating

KLN STEEL: Court Denies Banco Popular's Case Conversion Motion
KLN STEEL: Third Amended Reorganization Plan Confirmed
LARSON LAND: Ball Janik Approved as Chapter 11 Trustee's Counsel
LARSON LAND: Hawley Troxell as Chapter 11 Trustee's Attorney
LAXMI ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors

LIBERTY CABLEVISION: S&P Assigns 'B' Corporate Credit Rating
LINN ENERGY: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
LODGENET INTERACTIVE: Healthcare Chief's Contract Extended
LSP MADISON: S&P Rates $750MM Senior Secured Term Loan 'BB+'
LUBAVITCH CHABAD: Case Summary & 5 Largest Unsecured Creditors

LUCAS ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
LUMBER PRODUCTS: From Appraiser, Murphy to Serve as Auctioneer
LUMBER PRODUCTS: Broderick Approved as Case Trustee's Realtor
LUMBER PRODUCTS: Hires Kiemle & Hagood as Real Estate Broker
LUMBER PRODUCTS: Committee Wants to Employ Counsel's New Firm

LYMAN LUMBER: Court Approves Capacity Commercial as Realtor
M.G. MILLER-MANAGEMENT: Case Summary & Creditors List
M&T BANK: Fitch Affirms Rating on Preferred Stock at 'BB'
MADISON BENTLEY: Alter Ego Claims Require Report
MARINA BAY SANDS: S&P Assigns Gives 'BB+' Corp. Credit Rating

METAL STORM: Noteholders' Meeting Scheduled for July 16
MITEL NETWORKS: Moody's Affirms 'B3' CFR/PDR; Outlook Stable
MORGAN'S FOODS: Seven Directors Elected at Annual Meeting
MOTORS LIQUIDATION: To Modify Tax Holdback Calculation Approach
NUVILEX INC: Pays 100-Mil. Shares for 100% of Austrianova

OLD CORKSCREW: Reorganization Plan Declared Effective
OLYMPIC HOLDINGS: Files for Chapter 11 in Los Angeles
PALM AVENUE: Case Summary & 10 Largest Unsecured Creditors
PDQ COOLIDGE: Hires TriNet HR for Payroll Services
PHILADELPHIA ORCHESTRA: To Exit Chapter 11 in July

PIGGLY WIGGLY: Voluntary Chapter 11 Case Summary
PINNACLE AIRLINES: Court Fixes Aug. 6 as General Claims Bar Date
PINNACLE AIRLINES: NSB Aviation Approved as Advisor/Consultant
PRINCE SPORTS: Creditors Voting on Chapter 11 Plan
PROFESSIONAL AUDIO: Case Summary & 20 Largest Unsecured Creditors

PRY-WING, LLC: Case Summary & 20 Largest Unsecured Creditors
QUANTUM CORP: Assigns $25MM of Revolver Commitment to Silicon
QUANTUM FUEL: Sells $4.6 Million Bridge Notes
QUICKSILVER RESOURCES: S&P Lowers Corp. Credit Rating to 'B-'
QVC INC: S&P Keeps 'BB' Corporate Credit Rating; Outlook Stable

RCR PLUMBING: Plan Outline Hearing Continued Until July 10
RESEARCH IN MOTION: To Ax 5,000 Jobs After Another Losing Quarter
RESIDENTIAL CAPITAL: Triax Objects to $8.7-Bil. RMBS Trust Deal
RESIDENTIAL CAPITAL: Hearing on Plan Support Deal Adjourned
RESIDENTIAL CAPITAL: Court Approves AFI Shared Services Agreement

RESIDENTIAL CAPITAL: Wins Approval to Pay Employee Obligations
RG STEEL: Mountain State Carbon Lawsuit Goes Back to State Court
ROBERTS HOTELS: Fails to Win Retroactive Relief in Danna Hiring
ROBERTS HOTELS: Taps Robert N. Goldstein as Consultant
ROBERTS HOTELS: Taps William Sessions, III, as Litigation Counsel

ROOMSTORE INC: Liquidators Guarantee 59% of Inventory Cost
ROTECH HEALTHCARE: Five Directors Elected at Annual Meeting
SBA COMMUNICATIONS: S&P Affirms 'B+' CCR on TowerCo Acquisition
SEQUENOM INC: Names Carolyn Beaver as Vice President and CAO
SHERIDAN REHABILLITATIVE: Voluntary Chapter 11 Case Summary

SHRI SHIV: Case Summary & 20 Largest Unsecured Creditors
SKINNY NUTRITIONAL: Issues 30 Million Shares to Ironridge
SOMMERSET PROPERTIES: Lenders Want to Foreclose on Property
SOTERA DEFENSE: S&P Keeps 'B' Corp. Credit Rating; Outlook Stable
SOUPMAN INC: Says SKI Claims "Baseless"; Parties in Mediation

SOUTHERN PRODUCTS: Faces Lawsuit Over Televisions Disposition
SPARKS, NV: Moody's Affirms 'B2' Rating on Salex Tax Bonds
SPECIALTY PRODUCTS: Asbestos Claimants Tap Motley Rice as Counsel
SPECTRUM BRANDS: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
STAFFORD RHODES: South Carolina and Georgia Malls in Chapter 11

STOCKTON, CA: Files for Chapter 9 Bankruptcy
STOCKTON, CA: S&P Lowers Issuer Credit Rating From 'SD' to 'D'
SUCCESS SYSTEMS: Case Summary & 9 Largest Unsecured Creditors
SWIFT AIR: Voluntary Chapter 11 Case Summary
SYNOVUS FINANCIAL: Fitch Affirms 'BB-' Issuer Default Rating

THOMAS JEFFERSON: S&P Cuts Rating on Revenue Bonds to 'BB'
TOUR WORLD: Case Summary & 20 Largest Unsecured Creditors
TROPICANA ENT: LandCo Debtors, Hotel Workers Fund Settle Claim
TROPICANA ENT: OpCo Debtors Allow Louisiana Lawsuits to Proceed
UNITED MARITIME: S&P Affirms 'B' Corp. Credit Rating; Off Watch

UNIV OF NORTH CAROLINA: S&P Cuts Rating on Bonds to 'BB'
USEC INC: Expects $1.9 Billion Revenue in 2012
VISUALANT INC: Names Richard Mander as VP of Product Management
VISUALANT INC: Sumitomo Precision Discloses 21.8% Equity Stake
VITESSE SEMICONDUCTOR: W. Martin Has 12.8% Stake at June 26

VITRO SAB: Appeals Court Stops Bondholders From Seizing Assets
WARNER MUSIC: Terminates Supply Agreements with Cinram
WATERFORD LAKES: Case Summary & 4 Largest Unsecured Creditors
WAVELAND - INGOTS: Fitch Withdraws 'D' Rating on Two Note Classes
WINDMILL DURANGO: Buying a Claim & Changing a Vote Not Permitted

WJO INC: Health Clinic Taken Over by Chapter 11 Trustee
XINERGY CORP: Moody's Downgrades CFR to 'Caa3'; Outlook Negative
YANG CENTRAL: Case Summary & Largest Unsecured Creditor

* Moody's Sees Slow Earnings Growth in Global E&P Sector
* Claims Trading in May Second-Lowest in the Past Year

* Kramer Levin Receives Award for Work on Capmark Committee

* BOND PRICING -- For Week From June 25 to 29, 2012

                            *********

116 PROSPECT: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 116 Prospect Realty, Inc.
        372 North Main Street
        Lodi, NJ 07644

Bankruptcy Case No.: 12-26154

Chapter 11 Petition Date: June 26, 2012

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

Judge: Novalyn L. Winfield

Debtor's Counsel: Richard J. Kwasny, Esq.
                  KWASNY REILLY HAFT & SACCO
                  53 South Main Street
                  Yardley, PA 19067
                  Tel: (215) 321-0300
                  Fax: (215) 321-9336
                  E-mail: kwasnylaw@aol.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 its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/njb12-26154.pdf

The petition was signed by Wilfredo Alvarez,
president/shareholder.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
180 Prospect Realty, Inc              12-26157
Fairview Apartments, Inc.             12-26158
State Properties 2005, LLC            12-26159


180 PROSPECT: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 180 Prospect Realty, Inc.
        372 North Main Street
        Lodi, NJ 07644

Bankruptcy Case No.: 12-26157

Chapter 11 Petition Date: June 26, 2012

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

Judge: Novalyn L. Winfield

Debtor's Counsel: Richard J. Kwasny, Esq.
                  KWASNY REILLY HAFT & SACCO
                  53 South Main Street
                  Yardley, PA 19067
                  Tel: (215) 321-0300
                  Fax: (215) 321-9336
                  E-mail: kwasnylaw@aol.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 its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/njb12-26157.pdf

The petition was signed by Wilfredo Alvarez,
president/shareholder.

Affiliates that simultaneously filed Chapter 11 petitions:

        Entity                        Case No.
        ------                        --------
State Properties 2005, LLC            12-26159
Fairview Apartments, Inc.             12-26158
116 Prospect Realty, Inc.             12-26154


1ST FINANCIAL: Vincent Rees Elected as Director
-----------------------------------------------
1st Financial Services Corporation held its annual meeting of
stockholders on June 25, 2012.  Vincent K. Rees was elected as
director for a term of three years.  The stockholders approved a
non-binding resolution to approve the compensation of the
Corporation's named executive officers and ratified the
appointment of Elliott Davis PLLC as the Corporation's independent
accountants for the fiscal year ending Dec. 31, 2012.

                        About 1st Financial

Hendersonville, North Carolina-based 1st Financial Services
Corporation is the bank holding company for Mountain 1st Bank &
Trust Company.  1st Financial has essentially no other assets or
liabilities other than its investment in the Bank.  1st
Financial's business activity consists of directing the activities
of the Bank.  The Bank has a wholly owned subsidiary, Clear Focus
Holdings LLC.

The Bank was incorporated under the laws of the state of North
Carolina on April 30, 2004, and opened for business on May 14,
2004, as a North Carolina chartered commercial bank.  At Dec. 31,
2011, the Bank was engaged in general commercial banking primarily
in nine western North Carolina counties: Buncombe, Catawba,
Cleveland, Haywood, Henderson, McDowell, Polk, Rutherford, and
Transylvania.  The Bank operates under the banking laws of North
Carolina and the rules and regulations of the Federal Deposit
Insurance Corporation (the FDIC).

As a North Carolina bank, the Bank is subject to examination and
regulation by the FDIC and the North Carolina Commissioner of
Banks (the Commissioner).  The Bank is further subject to certain
regulations of the Federal Reserve governing reserve requirements
to be maintained against deposits and other matters.  The business
and regulation of the Bank are also subject to legislative changes
from time to time.

The Bank's primary market area is southwestern North Carolina.
Its main office and Hendersonville South office are located in
Hendersonville, North Carolina.  At Dec. 31, 2011, the Bank also
had full service branch offices in Asheville, Brevard, Columbus,
Etowah, Forest City, Fletcher, Hickory, Marion, Shelby, and
Waynesville, North Carolina.  The Bank's loans and deposits are
primarily generated from within its local market area.

After auditing the 2011 results, Elliott Davis PLLC, in
Greenville, South Carolina, expressed substantial doubt about 1st
Financial Services' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses that have eroded regulatory capital ratios, and the
Company's wholly owned subsidiary, Mountain First Bank & Trust
Company, is under a regulatory Consent Order with the Federal
Deposit Insurance Corporation and the North Carolina Commissioner
of Banks that requires, among other provisions, capital ratios to
be maintained at certain heightened levels.  "In addition, the
Company is under a Written Agreement with the Federal Reserve Bank
of Richmond that requires, among other provisions, the submission
and implementation of a capital plan to improve the Company and
the Bank's capital levels.  As of Dec. 31, 2011, both the Bank and
the Company are considered "significantly undercapitalized" based
on their respective regulatory capital levels."

The Company reported a net loss of $20.5 million on net interest
income of $20.5 million for 2011, compared with a net loss of
$5.3 million on interest income of $20.4 million for 2010.

The Company's balance sheet at March 31, 2012, showed
$700.18 million in total assets, $681.56 million in total
liabilities and $18.61 million in total stockholders' equity.


23 EAST: SLC2 Holdings Seeks Case Dismissal or Relief of Stay
-------------------------------------------------------------
SLC2 Holdings LLC asks the U.S. Bankruptcy Court for the Southern
District of New York to dismiss the Chapter 11 case of 23 East
39th Street Developers LLC, or in the alternative, vacate the
automatic stay.

According to SLC2, the case must be dismissed for cause, including
for bad faith and for the impermissible use of Chapter 11 as a
litigation tactic to gain leverage in a two-party mortgage
foreclosure dispute.  SLC2 wants the automatic stay vacated so
that it can complete its foreclosure sale based upon the Debtor's
inability to provide adequate protection, the lack of equity in
the subject property coupled with the fact that the property has
no income, and the Debtor's failure to pay real estate taxes for
over two years all pointing to the Debtor's dubious reorganization
prospects.

The referee determined that $10,083,638 was owed to SLC2 as of
Dec. 29, 2011.  Interest at the default rate of 10.9% or $65,854,a
month continued to accrue until the Petition Date.

                U.S. Trustee's Plea to Dismiss Case

As reported in the Troubled Company Reporter on June 6, 2012,
Tracy Hope Davis, the U.S. Trustee for Region 2, filed its own
motion to dismiss or convert the Debtor's case to one under
Chapter 7 of the Bankruptcy Code.

According to the U.S. Trustee:

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

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

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

                     About 23 East 39th Street

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

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

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


4 M INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 4 M Investments, LLC
        P.O. Box 15
        Granite Falls, NC 28630

Bankruptcy Case No.: 12-50690

Chapter 11 Petition Date: June 27, 2012

Court: United States Bankruptcy Court
       Western District of North Carolina (Wilkesboro)

Judge: Laura T. Beyer

Debtor's Counsel: Richard S. Wright, Esq.
                  MOON WRIGHT & HOUSTON, PLLC
                  227 W. Trade Street
                  Suite 1800
                  Charlotte, NC 28202
                  Tel: (704) 944-6564
                  Fax: (704) 944-0380
                  E-mail: rwright@mwhattorneys.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 its six largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ncwb12-50690.pdf

The petition was signed by Mark Hudson, member manager.


530 W. 28TH: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 530 W. 28th Street, L.P.
        530 West 28th Street
        New York, NY 10001

Bankruptcy Case No.: 12-12722

Chapter 11 Petition Date: June 26, 2012

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

Debtor's Counsel: Alan E. Gamza, Esq.
                  MOSES & SINGER LLP
                  The Chrysler Building
                  405 Lexington Avenue
                  New York, NY 10174-1299
                  Tel: (212) 554-7800
                  Fax: (212) 554-7700
                  E-mail: Agamza@mosessinger.com

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

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

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

The petition was signed by Joseph Morissey, manager of general
partner.


ABOUND SOLAR: Green Energy Startup to File Chapter 11 in Delaware
-----------------------------------------------------------------
Abound Solar Inc., a manufacturer of solar panels from Loveland,
Colorado, said Thursday that it is suspending operations and will
file for bankruptcy protection this week in Delaware.

Abound Solar manufactures next generation, cadmium telluride thin-
film photovoltaic modules, and has facilities in Longmont,
Loveland and Fort Collins, in Colorado.

About Solar was awarded a $400 million loan guarantee from the
U.S. Department of Energy in July 2010 to build a facility in
Indiana and expand its Longmont facility.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Abound made the last draw on the loan in August,
around the time Solyndra LLC halted manufacturing.  Solyndra shut
down after receiving a $535 million loan guarantee from the same
U.S. Energy Department program.  Solyndra filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12799) on
Sept. 6, 2011 and is currently liquidating its assets.

Department of Energy spokesman Damien Lavera told the Denver Post
that Abound Solar's liquidation would cost taxpayers between $40
million and $60 million after the liquidation because the company
had used $70 million of the loan guarantee.

Abound halted production in February from one plant in Colorado.

The 125 remaining employees will lose their jobs when the company
files for bankruptcy.

Abound, according to the Denver Business Journal, laid off 180
people at its Longmont factory earlier this year and eliminated
100 temporary jobs as it tried to retool its operations.

                          No Buyer Found

Abound said in a statement that earlier this year, it ceased
production of its first generation PV module and has been working
to scale up manufacturing for its high-efficiency, second
generation PV module, which was tested and verified by the
National Renewable Energy Laboratory (NREL) to deliver 85 watts
per panel and 12.5% efficiency.  Abound has been in discussions
with potential buyers over the last several months, but ended
negotiations when the involved parties were unable to come to an
agreement on terms.

                       No Draws Since August

Abound's funding has come from $300 million in private investment
and $70 million from a DOE loan guarantee program.  Abound had
used $70 million of the awarded $400 million DOE loan guarantee
for construction of solar panel manufacturing lines in Colorado.
Abound has not drawn down any further DOE funds since August of
2011 when the DOE determined that challenging market conditions in
the solar industry did not merit additional funding risk.

                         Rivals from China

Abound believes that, at scale, its USA-made CdTe panel technology
has the ability to achieve lower cost per watt than competing
crystalline silicon technology made in China.  However, aggressive
pricing actions from Chinese solar panel companies have made it
very difficult for an early stage startup company like Abound to
scale in current market conditions.  According to the U.S.
Commerce Department, the U.S. solar market has seen the prices for
panels drop by more than 50% in the past year at a time when the
value of imports of Chinese-made solar cells nearly quadrupled
from $639 million in 2009 to $3.1 billion in 2011.  Abound
supports recent initiatives to enforce fair trade with import
tariffs, but this action is unfortunately too late for the
company.

                         Green Energy Policy

According to Bloomberg News, Cliff Stearns, the chairman of the
House Energy and Commerce Committee's oversight panel that has
held several hearings and collected thousands of administration
e-mails relating to Solyndra's guarantee, said he didn't think
Abound's closure warranted its own investigation.

"We know why they went bankrupt.  We warned them they would go
bankrupt," Rep. Stearns, a Florida Republican, told reporters
Thursday.  "The larger question is why the administration was
pursuing a green-energy policy in which companies are going
bankrupt and wasting taxpayer money."


ABRAHAM PETROLEUM: Bankr. Court Upholds Tax Statements Ruling
-------------------------------------------------------------
Bankruptcy Judge Enrique S. LaMoutte in Puerto Rico denied the
request of the Municipal Revenue Collection Center (CRIM) for
reconsideration of the Court's prior order canceling certain
postpetition tax statements CRIM filed against Abraham Petroleum
Corporation.

CRIM argues that the postpetition real property taxes in
controversy for fiscal years 2010, 2011 and 2012 constitute
administrative expenses which were addressed in the Debtor's Plan
of Reorganization which stated that the same would be paid upon
the plan's Effective Date.  CRIM further argues that pursuant to
11 U.S.C. Sec. 503(b)(1)(D), the requirement to file a request for
payment of an administrative expense pursuant to 11 U.S.C. Sec.
503(b)(1)(B) and (C) does not apply to tax claims of a
governmental unit as a condition to having an allowed
administrative expense.  CRIM also argues the postpetition
property taxes constitute the first lien (statutory lien) on the
real estate properties and thus have priority over any other liens
on said properties in conformity with the Puerto Rico Mortgage
Act, 30 L.P.R.A. Sec. 2651, and thus may not be cancelled by the
Plan and pursuant to 11 U.S.C. Sec. 1141(c), since the same does
not refer to" claims against or interests in property" as does 11
U.S.C. Sec. 363(f), which allows for the sale "free and clear of
any interest in such property."  CRIM's third argument is that
since the Debtor's plan is essentially a liquidation plan, the
Debtor is not entitled to a discharge pursuant to 11 U.S.C. Sec.
1141(d)(3) which is a corollary provision to 11 U.S.C. Sec.
727(a).

The Court, however, said CRIM has not established a manifest error
of law nor presented newly discovered evidence in its motion for
reconsideration which would warrant the Court to reconsider its
order entered on April 17, 2012, granting the Debtor's motion for
an Order directing the cancellation of tax statements.

A copy of the Court's June 27, 2012 Opinion and Order is available
at http://is.gd/I1Ti86from Leagle.com.

                     About Abraham Petroleum

Based in Dorado, Puerto Rico, Abraham Petroleum Corporation filed
for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 09-05928) on
July 17, 2009.  Charles Alfred Cuprill, Esq., in San Juan, Puerto
Rico, served as bankruptcy counsel.  In its petition, the Debtor
estimated US$1 million to US$10 million in both assets and debts.
The Court on Aug. 2, 2011, granted an order confirming the
Debtor's plan of liquidation.


ACE AVIATION: Ernst & Young Inc. Appointed Liquidator
-------------------------------------------------------
ACE Aviation Holdings Inc. disclosed that further to the approval
by its shareholders on April 25, 2012 of a special resolution
providing for the voluntary liquidation of ACE, the Quebec
Superior Court - Commercial Division has issued an order
appointing Ernst & Young Inc. as liquidator of ACE.  Effective as
of June 28, all of the directors and officers of ACE have resigned
from their positions and the liquidator is vested with the powers
of the directors of ACE.

Under the supervision of the Court, the liquidator will establish
a process for the identification, resolution and barring of claims
and other contingent liabilities against ACE.  The liquidator will
also proceed with the distribution of ACE's remaining net cash to
its shareholders, after providing for outstanding liabilities,
contingencies and costs of the liquidation.  The final
distribution to shareholders and the cancellation of the shares of
ACE will not occur earlier than mid-year 2013 in order to allow
that any remaining contingent liabilities be settled or otherwise
provided for.

                       About ACE Aviation

Headquartered in Montreal, Canada, ACE Aviation Holdings Inc.
(Toronto: ACE-A.TO) -- http://www.aceaviation.com/-- is
the parent holding company of Air Canada, Aeroplan, Jazz, Air
Canada Technical Services, Air Canada Vacations, Air Canada Cargo,
and Air Canada Ground Handling Services.

For 2011, ACE recorded a loss and reduction in net assets in
liquidation of $90 million. This includes unrealized losses of
$76 million and $5 million respectively on ACE's investment and
warrants in Air Canada. In the fourth quarter of 2011, ACE
recorded a loss and reduction in net assets in liquidation of
$21 million. This includes unrealized losses of $15 million and
$1 million respectively on ACE's investment and warrants in
Air Canada.

ACE Aviation on Feb. 10, 2012 announced its intention to seek
shareholder approval for its winding-up, the distribution of
its remaining net assets and ultimately its dissolution in the
future.


ADVANSTAR INC: S&P Ups Corp. Credit Rating to 'CCC+'; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Santa Monica, Calif.-based Advanstar Inc. to 'CCC+' from
'CC'. The outlook is negative.

"We raised our issue-level rating on Advanstar Communications
Inc.'s first-lien term loan due 2014 to 'CCC+' (the same as the
corporate credit rating on parent Advanstar Inc.). The recovery
rating on this debt remains '4', indicating our expectation of
average (30% to 50%) recovery for lenders in the event of a
payment default," S&P said.

"The rating actions reflect our view that the risk of meaningful
subpar buybacks is not as high as it was. We believe Advanstar may
have an economic incentive to buy back its debt at subpar prices
because of its steep leverage, especially if the trading level of
the debt dips further. However, we expect Advanstar to retain its
available cash to support overall liquidity," S&P said.

"For the quarter ended March 31, 2012, revenue was up 2% and
EBITDA was essentially flat as growth in the tradeshow segment
revenue offset declines in publishing and increased production
costs resulted in a slightly lower EBITDA margin. For the 12
months ended March 31, 2012, lease-adjusted leverage was extremely
high at around 10x and lease-adjusted interest coverage was 2.5x.
We expect leverage to remain high and interest coverage to remain
in the mid-2x area over the mid-to-intermediate term. Based on
Advanstar's current interest rate on its term debt, small EBITDA
base, and modest discretionary cash flow, we believe it may be
unable to absorb current market rates when the debt matures in
2014, and its leverage could pose a significant impediment to
refinancing," S&P said.

"The negative rating out look reflects our view that the company
may still pursue buybacks of debt or other negotiated
restructuring transactions at prices below par value, which would
lead us to lower our rating on Advanstar to 'SD' (selective
default) and the issue-level rating on the company's senior
secured term loan to 'D'," S&P said.

"Revision of the outlook to stable would likely require that the
company make significant progress toward refinancing its debt. An
upgrade, which we regard as a remote likelihood, would likely
entail a refinancing that boosts equity and reduces leverage,
together with stabilizing trends in revenue and EBITDA," S&P said.


AE BIOFUELS: AAFK Issues $400,000 Promissory Notes to Third Eye
---------------------------------------------------------------
Aemetis Advanced Fuels Keyes, Inc., a subsidiary of Aemetis, Inc.,
formerly known as AE Biofuels, Inc., entered into Note and Warrant
Purchase Agreements with Third Eye Capital Corporation pursuant to
which AAFK sold 5% Subordinated Promissory Notes in the aggregate
principal amount of $400,000 and 5-year warrants exercisable for
133,333 shares of Aemetis common stock and paid a fee of $50,000.
The Promissory Notes are guaranteed by Aemetis and are due and
payable upon the earlier of:

    (i) Dec. 31, 2012;

   (ii) completion of an equity financing by AAFK or Aemetis in an
        amount of not less than $25,000,000;

  (iii) the completion of an Initial Public Offering by AAFK or
        Aemetis;

   (iv) the completion of a revolving credit facility upon the
        acquisition of an ethanol facility; or

    (v) after the occurrence of an Event of Default, including
        failure to pay interest or principal when due; breaches of
        note covenants; false, incorrect, misleading or incorrect
        representations and warranties; voluntary bankruptcy or
        insolvency proceedings not discharged within 60 days.

                         About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a biofuels company based in Cupertino, California, developing
sustainable solutions to address the world's renewable energy
needs.  The Company is commercializing its patent-pending next-
generation cellulosic ethanol technology that enables the
production of biofuels from both non-food and traditional
feedstocks.  Its wholly-owned Universal Biofuels subsidiary built
and operates a nameplate 50 million gallon per year biodiesel
production facility on the east coast of India.

The Company reported a net loss of $1.72 million on $1.59 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

BDO Seidman, LLP, in San Jose, Calif., expressed substantial doubt
about AE Biofuels' ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred recurring losses, and has a
working capital deficit and total stockholders' deficit as of
December 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$20.23 million in total assets, $29.03 million in total
liabilities, all current, and a stockholders' deficit of
$8.80 million.  The Company has not filed financial reports after
filing its Form 10-Q for the quarter ended Sept. 30, 2010.


ALISAL WATER: Fitch Affirms 'BB+' Rating on $7.6MM Secured Bonds
----------------------------------------------------------------
Fitch Ratings takes the following actions on Alisal Water
Corporation (Alco):

  -- $7.6 million of outstanding 2007A senior secured taxable
     bonds affirmed at 'BB+';

  -- Issuer Default Rating (IDR) affirmed at 'BB-'.

The Rating Outlook is Stable.

SECURITY

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

KEY RATING DRIVERS

FINANCIALS REMAIN NARROW BUT ADEQUATE: Alco's ratings reflect the
utility's adequate but relatively weak financial metrics,
particularly with regards to liquidity.  A recent general rate
increase has improved Alco's financial profile from prior levels,
although ongoing margins are expected to be somewhat modest.

CONSTRUCTIVE REGULATORY ENVIRONMENT: The California regulatory
environment is relatively predictable, and the utility has
achieved rate relief as needed, although customer charges are
high.

SMALL SERVICE AREA: The customer base is limited and includes a
narrow economic profile and very high unemployment.

CAPITAL STRUCTURE TO CONTINUE: Capital needs are manageable, which
should help to further improved Alco's elevated debt to equity
mix.

LONG-TERM SUPPLY ADEQUACY: The utility provides an essential
service and water supplies are sufficient to meet long-term
demands.

WHAT COULD CHANGE THE RATING

SUSTAINED FINANCIAL IMPROVEMENT: Sustained performance of key
financial metrics and improvement in liquidity would be viewed
favorably.

CAPITAL STRUCTURE: Improvement in Alco's capital structure would
alleviate leverage concerns.

REGULATORY FRAMEWORK: Unfavorable changes in California's
regulatory environment would be viewed negatively.

CREDIT PROFILE

With a marginal decrease in sales and a 15% increase in operating
expenses, income statement results were moderately lower overall
in calendar 2011 relative to 2010 (Alco's fiscal year also ends
Dec. 31).  For 2011, EBITDA covered interest by 2.5 times (x)
(down from 3.2x in 2010) and EBITDA covered total debt service by
1.7x (down from 2.2x).  Alco's forecast through 2016 anticipates
an additional drop in EBITDA coverage of interest to 1.8x in 2012
in light of rising interest costs associated with a note
placement.  But coverage is expected to gradually improve
thereafter once the note is extinguished by the end of 2012 and
assuming certain rate base offsets in future years.

Despite the weakened income statement results in 2011, cash flows
were more favorable as a result of approval of various surcharges
and a general rate base increase by the California Public
Utilities Commission (CPUC) in March 2011.  For 2011, cash flow
from operations more than doubled from the prior year to $3.4
million, allowing Alco to boost capital spending to $1.4 million
or a solid 219% of depreciation.  The strong cash flow performance
in 2011 also allowed Alco to pay down $2 million of debt.  The
reduction in debt is a positive given Fitch's historical concerns
relating to Alco's capital structure.

For 2011, Alco's debt relative to equity dropped to 77% from 85%
in 2010.  With the amortization of debt and relative maintenance
of net income over the last two years, debt-to-EBITDA also has
gradually improved, falling to an average 3.9x in 2011.  Despite
the positive changes in capital structure and expected improvement
over the near term, the system's elevated debt profile continues
to be a major credit factor.

Alco's current capital improvement program for 2012-2016 totals
$8.9 million and is anticipated to be funded largely from surplus
revenues (around 70%), with a moderate 30% funded through capital
leases.  While the extent of equity capital funding will assist in
further reducing debt levels to some extent, it should limit any
increase in Alco's weak liquidity position; for 2011 days cash
equaled just 18 days.  However, the completion of projects should
allow Alco to seek rate base offsets, which will enhance future
annual cash flows.

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

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


ALLIED SYSTEMS: Section 341(a) Meeting Scheduled for July 26
------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, will convene a
meeting of creditors in the Chapter 11 cases of Allied Systems
Holdings, Inc., et al., on July 26, 2012, at 10 a.m. (Eastern
Daylight Time).  The meeting will be held at the J. Caleb Boggs
Federal Building, 844 King Street, 2nd Floor, Room 2112,
Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                       About Allied Systems

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

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

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

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

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

Allied Systems Holdings Inc. has an official creditors' committee
with four members.


ALLIED SYSTEMS: Court Approves Rust Consulting as Noticing Agent
----------------------------------------------------------------
Allied Systems Holdings Inc. and Allied Systems Ltd. sought and
obtained approval from the U.S. Bankruptcy Court to employ Rust
Consulting/Omni Bankruptcy to act as an official claims and
noticing agent to the court.

Scott D. Macauley 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:

   Personnel                             Rates
   ---------                             -----
   Senior Consultant                   $195
   Consultants                         $125 - 175/hour
   Project Specialists                  $67.50 - $125/hour
   Programming                         $117 - 157.50/hour
   Clerical Support/Quality Assurance   $25 - 67.50/hour

                       About Allied Systems

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

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

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

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

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.


ALT HOTEL: Cash Collateral Hearing Resumes Today
------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued until July 2, 2012, at 10 a.m., the hearing to consider
ALT Hotel, LLC's request for continued access to cash collateral.

The bankruptcy judge previously entered an order authorizing ALT
Hotel to access cash collateral until June 30, 2012.

Pursuant to a stipulation with the senior lender, DiamondRock
Allerton Owner, LLC;

   -- the senior lender consents to the use of the cash
      collateral relating to the hotel's room revenues, meeting
      space revenues, food and beverage revenues and other
      operating department revenues, rentals and other income, and
      monies received or held in impound or trust accounts, to
       fund the payment of expenses of the hotel;

   -- with respect to the professional fees, Arcturus, other
      consultant and professional incidentals line items in the
      aggregate amount of $285,000, the Debtor will fund the
      payment of the budgeted professional fees to Neal Wolf &
      Associates, LLC, counsel to the Debtor; and

   -- the senior lender has agreed and the Debtor is directed
      that, among other things: (i) until the ninth interim expiry
      date, the Debtor will (a) continue to adhere to the terms of
      the cash management system set forth in the senior loan
      agreement, including without limitation, maintaining the
      lock-box concentration account system as set forth in the
      senior loan agreement; (ii) adhere to the ninth interim
      period budget subject to a 10% variance allowance per line
      item; (iii) make monthly payments to the senior lender.

As reported in the TCR on April 19, 2012, as adequate protection
to the diminution in the value of the lender's collateral, the
Debtor will grant the senior lender, among other things: (i)
replacement liens with the same validity and priority on all rents
and all other property of the estate of the same kind and nature
on which the senior lender had a duly perfected and valid lien and
security interest on a prepetition basis; (ii) make payments to
the senior lender equal to interest on the outstanding senior debt
at the default rate set forth in the senior loan agreement; (iii)
continue to maintain adequate insurance on all property on which
the senior lender holds a duly perfected and valid lien and
security interest on a prepetition basis.

                       About ALT Hotel LLC

ALT Hotel, LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  In its petition, the Debtor estimated $100 million
to $500 million in assets and $50 million to $100 million in
debts.

Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and Jordan M. Litwin,
Esq., at Neal Wolf & Associates, LLC, in Chicago, Illinois, serve
as bankruptcy counsel to the Debtor.  FTI Consulting serves as the
Debtor's financial advisors.

Affiliate PETRA Fund REIT Corp. sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-15500) on Oct. 20, 2010.


ALT HOTEL: Employment of LW Hospitality Denied as Unnecessary
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
denied ALT Hotel, LLC's request to employ LW Hospitality Advisors,
LLC as valuation expert.  The Court determined that the employment
was unnecessary.

As reported in the Troubled Company Reporter on June 20, 2012, the
Debtor tapped LWHA to conduct an appraisal of the Debtor's primary
asset -- a hotel located off Michigan Avenue in Chicago, Illinois,
known as Allerton Hotel, and to testify as an expert witness at
the July 23 confirmation hearing.

Prepetition, the Debtor employed LWHA for the initial appraisal of
the hotel and accompanying expert report.  On May 11, an affiliate
of the Debtor, Petra CDO P&I paid an additional $15,000 fee to
LWHA in connection with the update to the initial LWHA report.
The Debtor owed LWHA $21,317.  NW&A intends to pay the amount out
of the firm's IOLTA trust account.

The Debtor proposed to pay the firm at these hourly rates:

         Daniel H. Lesser, president, CEO       $600
         Executive Managing Director            $450
         Managing Director                      $400
         Senior Vice President                  $350
         Senior Associate                       $200
         Associate                              $175

In connection with the litigation support services, LWHA has
requested a retainer of $20,000.  The Debtor intends to pay from
the NW&A IOLTA trust account plus a balance of $1,317 in expenses
incurred earlier in the case.

                       About ALT Hotel LLC

ALT Hotel, LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and
Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Illinois, serve as bankruptcy counsel to the Debtor.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and $50 million to $100 million in debts.  FTI Consulting
serves as the Debtor's financial advisors.  Affiliate PETRA Fund
REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-15500) on Oct. 20, 2010.


APPLETON PAPERS: Soliciting Consents for Hicks Purchase Pact
------------------------------------------------------------
Appleton Papers Inc. is soliciting consents to amend each of the
indentures governing its 10.50% Senior Secured Notes due 2015 and
11.25% Second Lien Notes due 2015 to permit, and give effect to,
the transactions contemplated by the Equity Purchase Agreement
dated as of May 16, 2012, as amended, by and among Appleton,
Paperweight Development Corp., Hicks Acquisition Company II, Inc.,
and HH-HACII, L.P., and the Cross Purchase Agreement dated as of
May 16, 2012, between PDC and HACII.

The consent solicitations will expire at 5:00 p.m., New York City
time, on Tuesday, July 10, 2012, unless extended.  Registered
holders of the Notes on June 26, 2012, that validly consent to the
proposed amendments at or prior to Expiration Time, will receive a
consent payment, of $1.25 for each $1,000 principal amount of the
Notes covered by that consent.  Consents may be revoked prior to
receipt of the Requisite Consents.

The consent solicitations are subject to certain conditions,
including the receipt of consents from the registered holders of
at least a majority in aggregate principal amount of each of the
Notes outstanding as of June 26, 2012.  Appleton reserves the
right to waive these conditions or to terminate or withdraw the
consent solicitations at any time and for any reason.

Questions regarding the consent solicitation may be directed to
the Information and Tabulation Agent, which is i-Deal LLC, 512
Seventh Avenue, 31st Floor, New York, NY 10018; (888) 593-9546, or
the Solicitation Agent, which is Jefferies & Company, Inc., The
Metro Center, One Station Place, Three North, Stamford, CT 06902;
(888) 708-5831.

                       About Appleton Papers

Appleton, Wisconsin-based Appleton Papers Inc. --
http://www.appletonideas.com/-- produces carbonless, thermal,
security and performance packaging products.  Appleton has
manufacturing operations in Wisconsin, Ohio, Pennsylvania, and
Massachusetts, employs approximately 2,200 people and is 100%
employee-owned.  Appleton Papers is a 100%-owned subsidiary of
Paperweight Development Corp.

The Company reported a net loss of $2.11 million for the year
ended Dec. 31, 2011, compared with a net loss of $31.66 million
for the year ended Jan. 1, 2011.

Appleton's balance sheet at April 1, 2012, showed $609.83 million
in total assts, $864.04 million in total liabilities, and a
$254.21 million deficit.

                          *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


ARCADIA RESOURCES: Directors Resign; Now Winding Up Operations
--------------------------------------------------------------
John T. Thornton, Joseph Mauriello, Matthew R. Middendorf and
Steven L. Zeller resigned as directors of Arcadia Resources, Inc.,
on June 27, 2012.  Mr. Zeller ceased to be employed as Chief
Operating Officer and General Counsel of the Company, and Mr.
Middendorf ceased to be employed as Chief Financial Officer,
Treasurer and Secretary of the Company.

The Board of Directors determined that in light of the Company's
present circumstances it was appropriate for the Company to wind
up its affairs.  The Board adopted resolutions authorizing the
winding up of the Company's affairs and entered into an agreement
with a Wind-Down Administrator to oversee the wind up process in
accordance with the authority given by the Board of Directors.
The Wind-Down Administrator has no authority to operate any
business or engage in any business activity and is authorized
solely to take actions to wind up the affairs of the Company.

The Company expects that holders of its outstanding unsecured debt
and other trade creditors will receive no payments, or nominal
payments, on their claims after the wind down of the Company's
affairs is completed.

The Company has determined that its shares of common stock have no
value.  The Company has previously discouraged investors from
trading in the Company's common stock.  On June 26, 2012, the
Company sent a letter to OTC Markets Group (a) terminating the
Company's agreement with OTCG, (b) requesting that OTCG place a
"Caveat Emptor" designation on the Company's common stock and (c)
requesting that OTCG take steps to cause further trading through
OTCG facilities to cease, including taking action to prevent
broker-dealers from trading the Company's securities on OTCG
trading facilities.

As of June 27, the Company has closed its executive offices at
9320 Priority Way West Drive, Indianapolis, IN 46240.
Communications with the Company may be done in writing addressed
to: Wind-Down Administrator, P.O. Box 40507, Indianapolis, IN
46240, or by calling and leaving a message at (317) 222-3035.

                     About Arcadia HealthCare

Arcadia HealthCare is a service mark of Arcadia Resources, Inc.
(nyse amex:KAD), and is a leading provider of home care, medical
staffing and pharmacy services under its proprietary DailyMed
program.  The Company, headquartered in Indianapolis, Indiana, has
65 locations in 18 states.  Arcadia HealthCare's comprehensive
solutions and business strategies support the Company's vision of
"Keeping People at Home and Healthier Longer."

The Company reported a net loss of $15.76 million for the nine
months ended Dec. 31, 2011.  The Company had a net loss of $14.35
million for the fiscal year ended March 31, 2011, following a net
loss of $31.09 million in the preceding year.

The Company's balance sheet at Dec. 31, 2011, showed
$15.93 million in total assets, $51.50 million in total
liabilities, and a $35.57 million total stockholders' deficit.

BDO USA, LLP, in Troy, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2011, citing recurring losses from operations
and net capital deficiency.

As reported by the TCR on May 7, 2012, Arcadia Services, Inc.,
entered into a foreclosure agreement, dated May 1, 2012, with
Arcadia Holdings II, Inc.  As a result of the foreclosure
transaction, the Company no longer owns any operating businesses.


ARCAPITA BANK: Court Approves Committee's Counsel, Advisors
-----------------------------------------------------------
Bankruptcy Judge Sean H. Lane on Friday approved applications
lodged by the Official Committee of Unsecured Creditors in the
Chapter 11 case of Arcapita Bank B.S.C.(C) to employ bankruptcy
professionals.  The Court approved the Committee's retention of:

     -- Milbank, Tweed, Hadley & McCloy LLP as lead counsel;
     -- Walkers Global as Cayman counsel;
     -- Hassan Radhi & Associates as Bahraini counsel;
     -- Houlihan Lokey Capital, Inc., as financial advisor and
        investment banker; and
     -- FTI Consulting, Inc. as financial advisor.

Houlihan's retention was approved on an interim basis.

Judge Lane said FTI and Houlihan will coordinate on the services
they are providing to the Committee to ensure that there is no
unnecessary duplication of services by either firm during the
pendency of the chapter 11 cases.  The services that FTI provides
to the Committee will remain separate and distinct from the
services that Houlihan provides to the Committee.  FTI will be
principally responsible for providing to the Committee financial
analyses of the Debtors' liquidity, cash activities, cash control,
intercompany activities, as well as tax-related advice, claims
analysis and a review of potential avoidance actions, all subject
to the Committee's specific authorization and direction.  Houlihan
will be primarily responsible for advising the Committee on the
financial and strategic elements of the Debtors' business plan
(including an assessment of all investments, proposed deal
funding, relevant valuations and the viability of a stand-alone
plan of reorganization), potential merger and acquisition
transactions, and financing alternatives for the Debtors,
including exit financing.  Should the Committee request FTI or
Houlihan to render other services as it may deem necessary that
may vary from those services described, FTI and Houlihan will
undertake to coordinate such services to ensure that there remains
no unnecessary duplication of services.

All requests by Houlihan for payment of indemnity pursuant to the
Engagement Letter will be made by application and subject to
review by the Court to ensure that payment of indemnity conforms
to the terms of the Engagement Letter and is reasonable based upon
the circumstances of the litigation or settlement in respect of
which indemnity is sought.

The Court also approved the Debtors' request to authorize parties
to file under seal names of the Debtors' investment vehicles and
portfolio corporations.

                       About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March
19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita
that previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage
I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural
Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins
LLP as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition
to its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as provisional liquidator.


ARCTIC GLACIER: To Sell Business to H.I.G. via CCAA
---------------------------------------------------
Arctic Glacier Income Fund said that the proposed sale of
substantially all of its business and assets to an affiliate of
H.I.G. Capital will be carried out by way of a court approved sale
under the Companies' Creditors Arrangement Act ("CCAA").  The
agreement and completion of the transaction remain subject to
court approval in the United States and the satisfaction of
certain closing conditions customary in transactions of this
nature, including the absence of a material adverse change in
respect of Arctic Glacier.  The transaction is expected to close
by no later than July 31, 2012.

On closing, all of the employees of Arctic Glacier will be offered
employment and the company's head office will remain in Winnipeg.
The purchaser will assume Arctic Glacier's current trade payables
and all of its leases and certain contractual obligations.  Based
upon a total purchase price of US$434.5 million (subject to a
customary closing working capital adjustment and other
adjustments), Arctic Glacier's existing secured lenders will be
paid in full on closing and Arctic Glacier expects that the net
proceeds of the sale will be sufficient to pay all of its
remaining known creditors and may be sufficient to permit a
distribution to its unitholders after all creditor claims have
been proven and satisfied pursuant to a court-ordered claims
process.  The timing and amount of any distributions to creditors
and unitholders cannot be determined at this time.

                       About Arctic Glacier

Winnipeg, Canada-based Arctic Glacier Inc., et al., manufacture
packaged ice for distribution in Canada and the United States.

On Feb. 22, 2012 Arctic Glacier Income Fund, together with its
subsidiaries, initiated proceedings in the Manitoba Court of
Queens Bench seeking a court supervised recapitalization under the
Companies' Creditors Arrangement Act.

Concurrently, Philip J. Reynolds of Alvarez & Marsal Canada Inc.,
as monitor and foreign representative, filed Chapter 15 petitions
for Arctic Glacier, et al. (Bankr. D. Del. Lead Case No. 12-10603)
on Feb. 22, 2012.  Bankruptcy Judge Kevin Gross presides over the
case. Mr. Reynolds is represented by Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP.

The Debtors is estimated to have assets and debts at $100 million
to $500 million.


ARCTIC GLACIER: Moody's Assigns 'B2' Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and probability of default rating to Arctic Glacier U.S.A., Inc.
Moody's also assigned B1 ratings to Arctic Glacier's proposed
senior secured credit facilities, consisting of a $25 million
revolving credit facility and $200 million term loan. The ratings
outlook is stable. This is a first time rating for the company.

Earlier this year, Arctic Glacier Income Fund filed for bankruptcy
in both Canada and the U.S. In June 2012, Arctic Glacier Income
Fund announced that it entered into a binding agreement to sell
substantially all of its business and assets to an affiliate of
H.I.G. Capital ("the sponsor"). As part of the transaction, the
sponsor plans to form a new entity ("the purchaser") that will
purchase substantially all of Arctic Glacier Income Fund's assets.
The obligor under the credit facilities, Arctic Glacier U.S.A.,
Inc., is an indirect subsidiary of the purchaser and will have an
ownership interest in substantially all of the U.S. subsidiaries.
The transaction, which is expected to close by July 31, 2012, will
be funded with proceeds from the proposed revolving credit
facility and term loan combined with an unsecured mezzanine loan
(unrated) and a common equity contribution from the sponsor.

Ratings assigned:

Corporate family rating at B2

Probability of default rating at B2

Proposed $25 million senior secured revolving credit facility
due 2017 at B1 (LGD3, 34%)

Proposed $200 million senior secured term loan due 2018 at B1
(LGD3, 34%)

Rating Rationale

Arctic Glacier's B2 corporate family rating reflects its high
initial pro forma leverage in excess of 6.0 times (Moody's
adjusted) and Moody's expectation that leverage will decline below
5.5 times over the next 12 to 18 months driven by debt repayments,
modest revenue growth and cost saving initiatives.. The rating
also considers modest pro forma coverage with EBIT to interest in
the range of 1.4 to 1.5 times. The rating is also restrained by
the company's modest scale with revenues less than $250 million,
exposure to weather and regional economic conditions, and an
expected ramp-up in acquisition activity as it seeks to expand its
presence in certain regions. The rating derives support from the
company's business position as the second largest manufacturer and
distributor of ice in the U.S. and first in the smaller Canadian
market, one of the few players of scale in a highly fragmented
industry, the relative diversity of the customer base, the
potential benefits associated with its planned cost reduction
initiatives, and the material equity contribution by the sponsors.
The acquisition is structured as an asset purchase and the non-
operating liabilities of the bankrupt entity are not being assumed
by the acquirer.

The stable outlook reflects Moody's expectation that Arctic
Glacier will organically grow its volumes and execute on its cost
reduction initiatives such that profitability levels improve. The
outlook also reflects Moody's expectation for significant near
term debt reduction as seasonal inflows of cash are applied to the
revolving credit facility and term loan.

The ratings could be downgraded if soft consumer spending,
unfavorable weather conditions, or an increase in competitive
activity leads to a contraction in pricing or product volumes such
that debt to EBITDA is sustained above 6.0 times or EBIT to
interest falls below 1.2 times. If annual free cash flow is
negative or if acquisition spending exceeds expectation, the
ratings could also be pressured.

Moody's does not expect near-term positive ratings pressure given
Arctic Glacier's small scale and high initial pro forma leverage.
However, to the extent the company demonstrates sustained revenue
and earnings growth and reduces debt through internal cash flow
such that debt to EBITDA is sustained below 4.0 times and EBIT to
interest exceeds 2.0 times, the ratings could be upgraded.

The ratings are subject to the conclusion of the transactions, as
proposed, and Moody's review of final documentation.

Additional information can be found in the Arctic Glacier Credit
Opinion published on Moodys.com.

The principal methodology used in rating Arctic Glacier was the
Global Packaged Goods Industry Industry Methodology published in
July 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.

Arctic Glacier is a manufacturer, marketer, and distributor of
packaged ice products in the U.S. and Canada. The company reported
revenues of $240 million for the twelve months ended March 31,
2012.


ARCTIC GLACIER: S&P Assigns 'B-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' preliminary
long-term corporate credit rating to newly formed Delaware-based
Arctic Glacier Holdings, Inc., an affiliate of Miami-based H.I.G.
Capital. The outlook is stable.

"We assigned a preliminary 'B' issue-level rating (one notch above
the corporate credit rating on the company) to Arctic Glacier's
proposed US$25 million senior secured revolving credit facility
due 2017 and US$200 million senior secured term loan due 2018. The
recovery rating is '2', indicating our expectation of substantial
(70%-90%) recovery for creditors in the event of default," S&P
said.

"The corporate credit rating and issue-level ratings are subject
to the completion of the acquisition in a timely manner and
closing of the proposed financing in line with our expectations,"
S&P said.

"The ratings on Arctic Glacier reflect Standard & Poor's view of
the company's 'vulnerable' business risk profile and 'highly
leveraged' financial risk profile. 'We base our business risk
assessment on the company's narrow product portfolio, seasonality
of demand, and participation in the challenging packaged ice
industry, which is highly competitive, commoditized, fragmented,
and susceptible to unfavorable weather and economic conditions,"
said Standard & Poor's credit analyst Lori Harris. "Partially
offsetting these factors is Arctic Glacier's solid market position
in North America as the second-largest player in the fragmented
industry. We base our financial risk assessment on an aggressive
financial policy, including a highly leveraged capital structure."

"The company plans to use the proposed debt proceeds, along with
mezzanine debt and an equity injection, to finance the acquisition
of substantially all of the assets of the fund and its
subsidiaries. The fund filed for creditor protection in Canada
(under the Companies' Creditors Arrangement Act) and in the U.S.
(under Chapter 15) in February 2012," S&P said.

"The stable outlook reflects Standard & Poor's belief that Arctic
Glacier's performance will meet our expectations in the next year,
including maintaining its solid market position and generating
positive free cash flow. We could raise the ratings if Arctic
Glacier demonstrates sustainable improvement in its operating
performance while strengthening its credit metrics, resulting in
leverage remaining below 4.5x on a sustainable basis and good
covenant cushion. We could lower the ratings if there is
deterioration in the company's operations or negative free cash
flow or less than a 15% EBITDA cushion within the financial
covenants," S&P said.

"Standard & Poor's has provided the foregoing independent credit
opinions based on the information that has been provided. In
offering such opinions, Standard & Poor's is independent from the
engaging company and any parties to the bankruptcy proceeding. We
do not advise, advocate, or support any particular plan of
reorganization and a rating opinion does not indicate whether the
plan is fair, reasonable, or appropriate or likely to be confirmed
as the basis for the company's emergence from bankruptcy," S&P
said.

"The issue ratings provided by Standard & Poor's to companies
prior to exiting bankruptcy are preliminary, and subsequent
developments or changes to the plan or information considered by
us in our analysis could result in final conclusions that differ
from the preliminary ratings. Issuer ratings provided by Standard
& Poor's to companies prior to exiting bankruptcy are our current
opinion of the ratings that we expect to assign at a future date
and subsequent developments or changes to the plan or information
considered by us in our analysis could result in rating
conclusions that differ from the expected ratings. Rating opinions
provided by Standard & Poor's to a company in bankruptcy are
assumed to be used in accordance with all applicable laws," S&P
said.


BEDFORD LOFTS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: The Bedford Lofts, LLC
        331 Rutledge Street, #208
        Brooklyn, NY 11211

Bankruptcy Case No.: 12-44672

Chapter 11 Petition Date: June 26, 2012

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

Judge: Carla E. Craig

Debtor's Counsel: Leo Fox, Esq.
                  630 Third Avenue, 18th Floor
                  New York, NY 10017
                  Tel: (212) 867-9595
                  Fax: (212) 949-1857
                  E-mail: leofox1947@aol.com

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

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

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

The petition was signed by Max Stark, owner.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Southside House, LLC                  09-43576            04/30/09
84 George, LLC                        10-44253            05/10/10


BENT CREEK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bent Creek Partners, LLC
        700 South Avalon Street
        West Memphis, AR 72301

Bankruptcy Case No.: 12-13749

Chapter 11 Petition Date: June 27, 2012

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

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: $1,455,104

Scheduled Liabilities: $1,746,959

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/areb12-13749.pdf

The petition was signed by Brian Baniqued, member and co-manager.


BEST UNION: Files for Chapter 11 in Los Angeles
-----------------------------------------------
West Covina, California-based The Best Union LLC filed a Chapter
11 petition (Bankr. C.D. Calif. Case No. 12-32503) in Los Angeles
on June 28, 2012.

The Debtor disclosed $11.43 million in assets and $9.195 million
in liabilities.  The Debtor owns properties in West Covina and
Fresno, California.  Bank of China and SPCP Group V, LLC, have
secured claims of $5.888 million and $2.255 million, respectively.

The West Covina property generated income of $752,000 last year.
The Fresno property generated income of $251,000 in 2011.

Copies of the schedules and the statement of financial affairs
filed together with the petition are available at:

     http://bankrupt.com/misc/cacb2-12-bk-32503.pdf


BILLMYPARENTS INC: Nets $3.4 Million from Sale of Shares
--------------------------------------------------------
BillMyParents, Inc., on June 20, 2012, entered into subscription
agreements with 29 accredited investors pursuant to which the
Company issued 3,815 shares of the Company's Series B Preferred
Stock, five year warrants to purchase up to an additional
6,250,000 shares of the Company's common stock at an exercise
price of $0.50 per share and five year warrants to purchase up to
an additional 796,875 shares of the Company's common stock at an
exercise price of $0.60 per share, in exchange for gross proceeds
totaling $3,815,000.

This financing transaction resulted in net proceeds to the Company
of $3.4 million after deducting fees and expenses.  The placement
agent, a FINRA registered broker-dealer, in connection with the
financing received a cash fee totaling $381,500 and will receive
warrants to purchase up to 953,750 shares of common stock at an
exercise price of $0.60 per share as compensation.

A copy of the Form 8-K is available for free at:

                       http://is.gd/MoAljc

                       About BillMyParents

San Diego, Calif.-based BillMyParents, Inc., markets prepaid cards
with special features aimed at young people and their parents.
BMP is designed to enable parents and young people to collaborate
toward the goal of responsible spending.

For Fiscal 2011, the Company's independent auditors expressed
substantial doubt about the Company's ability to continue as a
going concern.  BDO USA, LLP, in La Jolla, California, noted that
the Company has incurred net losses since inception and has an
accumulated deficit and stockholders' deficiency at Sept. 30,
2011.

The Company reported a net loss of $14.2 million for the fiscal
year ended Sept. 30, 2011, compared with a net loss of
$6.9 million for the fiscal year ended Sept. 30, 2010.

The Company's balance sheet at March 31, 2012, showed
$1.19 million in total assets, $1.18 million in total liabilities,
all current, and $6,797 in total stockholders' equity.


BLACK PRESS: Moody's Lowers CFR/PDR to 'B2'; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Black Press Ltd's (Black
Press) Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to B2 from B1. The C$110 million Series A Unsecured
Subordinated Notes was also downgraded to Caa1 from B3. The senior
secured credit facility rating was affirmed at Ba3. Black Press'
ratings were downgraded due to weaker than expected results and
the upcoming maturity of its senior secured credit facility in
August 2013. The outlook was changed to negative from stable.

A summary of the rating actions are listed below:

Issuer: Black Press Ltd.

  Corporate Family Rating, Downgraded to B2 from B1

  Probability of Default Rating, Downgraded to B2 from B1

  C$110 million Series A Unsecured Subordinated Notes due 2/4/14,
  Downgraded to Caa1 (LGD-5, 77%) from B3 (LGD-5, 83%)

  US$90.1 million Senior Secured Term Loan B1 due 8/2/2013,
  Affirmed at Ba3 (LGD-2, 23% updated from LGD-3, 30%)

  US$54.7 million Senior Secured Term Loan B2 due 8/2/2013,
  Affirmed at Ba3 (LGD-2, 23% updated from LGD-3, 30%)

  US$13.8 million Term Loan A1 due 8/2/2013, Affirmed at Ba3
  (LGD-2, 23% updated from LGD-3, 30%)

Rating Rationale

The B2 CFR considers Black Press' high pro-forma leverage of
approximately 4.8x (including Moody's standard adjustments) at
fiscal yearend 2012 and the August 2013 maturity of its senior
secured credit facilities. Weaker than anticipated results,
primarily at its American newspapers and its commercial printing
operations weighed on the ratings. Its western Canadian
newspapers, which comprise approximately 80% of EBITDA, performed
better but were also below Moody's expectations driven by negative
secular trends in the industry and challenging economic
conditions. Unfunded pension liabilities also increased and
contributed to higher leverage levels in FY 2012. Black Press is
exposed to currency movements as most of its earnings are in CAD$,
while the majority of its debt is denominated in US$ which is
largely unhedged.

The company benefits from good free cash flow, partly driven by
low capex requirements, that has been used to paydown debt. While
it is expected to continue to generate free cash flow that will
lead to further debt repayment, it operates without the benefit of
a revolver which could provide additional liquidity if needed.
Despite lower revenue, the company has been disciplined about
reducing costs which has helped the company maintain EBITDA
margins above 20%. The credit also receives support from its
experienced management team and ownership. Additionally, assets
outside the restricted group could potentially be contributed to
Black Press' lender group that would modestly reduce leverage
levels and diversify its asset base. The company derives most of
its revenue from advertising sales which makes the company
especially sensitive to economic conditions.

Despite generating good free cash flow, Moody's considers its
liquidity position to be weak given its upcoming debt maturities
in August 2013 and February 2014, as well as its lack of a
revolver facility. Capital expenditures are expected to be less
than 2% of revenue which should allow for continued free cash flow
generation. Its Hawaiian operation which is an unrestricted
subsidiary is anticipated to be free cash flow positive and is not
expected to be a drain on cash flow as it had been in the past.
Black Press is subject to financial covenants and has less than a
10% cushion of compliance with its total leverage test, although
the company's focus on debt repayment should help them remain in
compliance.

The Negative outlook reflects the company's upcoming debt
maturities and the challenging economic environment and trends
facing the industry. The outlook is also reflective of potentially
higher interest expenses from a refinancing that would diminish
its existing free cash flow levels. Moody's expects modest
declines in revenue going forward that will pressure EBITDA
margins which will necessitate a continued focus on cost cutting.
The credit could receive support from combining currently
unrestricted subsidiaries into the restricted subsidiary group.

Moody's would consider changing the outlook to stable if the
company is able to refinance its debt maturities without
materially impairing its free cash flow and achieve stable organic
revenue and EBITDA levels on a sustained basis. A continued
commitment to debt repayment would also be necessary.

Black Press would experience downward pressure if it is unable to
refinance its upcoming debt maturities in a timely manner or if
operations deteriorated so that debt-to-EBITDA was to exceed 5.5x
(including Moody's standard adjustments) due to deterioration in
revenue and earnings.

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

Black Press Ltd.'s restricted group ("Black Press") is a
privately-held community newspaper and printing company
headquartered in British Columbia, Canada. The company publishes
more than 150 daily and weekly newspapers in British Columbia,
Alberta, Washington and Ohio. The Hawaii operations are not part
of the rated entity. Black Press Ltd. is 80% owned by the David
Black family and 20% by Torstar Corporation.


BLACKBELT ACADEMIES: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Blackbelt Academies, LLC
        fka Blackbelt Academies, Inc.
        dba Karate America
        1400 Millcoe Road
        Jacksonville, FL 32225

Bankruptcy Case No.: 12-04234

Chapter 11 Petition Date: June 27, 2012

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

Judge: Jerry A. Funk

Debtor's Counsel: Taylor J. King, Esq.
                  Bryan K. Mickler, Esq.
                  LAW OFFICES OF MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

Scheduled Assets: $1,500

Scheduled Liabilities: $4,084,643

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/flmb12-04234.pdf

The petition was signed by William G. Clark, II, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Success Systems, LLC                   12-04233   06/26/12


BLACK DAVIS: Court Dismisses Two Counts in Suit Against Frontier
----------------------------------------------------------------
Frontier Insurance Company in Rehabilitation convinced a
bankruptcy judge to dismiss two counts in the lawsuit, BLACK,
DAVIS and SHUE AGENCY, INC., Plaintiff, v. FRONTIER INSURANCE
COMPANY IN REHABILITATION, Defendant, Adv. Proc. No.:1-11-ap-
00160MDF (Bankr. M.D. Pa.).

Black Davis is an insurance agency located in Harrisburg,
Pennsylvania.  Prior to 2001, Frontier was an insurance carrier
headquartered in New York.  Frontier and Black Davis executed an
insurance agency agreement in October 2000.  Under the terms of
the Agency Agreement, Frontier was to underwrite workers'
compensation insurance, and Black Davis was to act as its agent by
marketing and servicing policies for professional employer
organizations.  The Agency Agreement also involved the creation of
an offshore insurance provider, formed by Black Davis' principals
and a third party, to reinsure the policies issued by Frontier.

Frontier filed two proofs of claim in Black Davis' bankruptcy
case.  The Debtor filed counterclaims against Frontier.  The
Debtor and its insurer, Westport Insurance Corp., objected to the
claims.  The dispute was converted into an adversary proceeding.

In its lawsuit, Black Davis alleges Frontier had breached its
fiduciary duty to the Debtor, and made certain negligent or
intentional misrepresentations upon which the Debtor relied.

A copy of Chief Bankruptcy Judge Mary D. France's June 27, 2012
Opinion is available at http://is.gd/wWB0wgfrom Leagle.com.

Black, Davis and Shue Agency, Inc., filed for Chapter 11
bankruptcy (Bankr. M.D. Pa. Case No. 06-00051) in 2006.


BOWMAN COMPANY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: The Bowman Company
        dba Piggly Wiggly
        509 West Marion Avenue
        Crystal Springs, MS 39059

Bankruptcy Case No.: 12-02052

Chapter 11 Petition Date: June 25, 2012

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Jackson Divisional
       Office)

Judge: Neil P. Olack

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

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

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

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

The petition was signed by Kenneth Bowman, Jr., vice president.

Affiliate that filed separate Chapter 11 petition:

        Entity                          Case No.     Petition Date
        ------                          --------     -------------
Piggly Wiggly of Crystal Springs, Inc.  12-02054          06/25/12


BUD'S CAR WASH: Claimants' Response Deadline Moved to July 17
-------------------------------------------------------------
In the jointly administered bankruptcy cases of Bud's Car Wash
Mountain Road, LLC, and AMR, Inc., Bankruptcy Judge David E. Rice
signed off on a Stipulation and Order extending the time within
which Mark Einstein, Equity Trust Company, Estate of Howard Alan
Diener, Vadim Fishkin, H.A.D., Inc. and Art Scher must respond to
the Debtors' First Omnibus Objection to Certain Claims.  The
parties are currently engaged in the drafting of a settlement
agreement that will resolve all of the objections to the claims
filed by the Claimants raised in the Debtors' First Omnibus
Objection.  The deadline for the Claimants to file a response to
the Objection is July 2.  The parties have agreed to move that
date to July 17.  A copy of the Stipulation approved June 28 is
available at http://is.gd/QnHkyifrom Leagle.com.

Based in Cockeysville, Maryland, Bud's Car Wash Mountain Road,
LLC, and AMR, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Md.
Case Nos. 10-26052 and 10-26054) on July 16, 2010.  Bud's Car Wash
scheduled assets of $45,723 and debts of $4,629,977.  AMR Inc.
scheduled assets of $3,673,296 and debts of $4,640,090.  James
Greenan, Esq., at McNamee, Hosea, et al., serves as the Debtors'
counsel.  The petition was signed by Charles W. Irwin, Jr.,
managing member.


BUD'S CAR WASH: Diener Estate Has More Time to Challenge Suit
-------------------------------------------------------------
Bankruptcy Judge David E. Rice approved a stipulation and order
extending to July 17 the deadline for the defendants to file a
response in the lawsuit, CHARLES W. IRWIN, JR. and JUDITH G.
IRWIN, Plaintiffs, v. THE ESTATE OF HOWARD ALAN DIENER, et al.,
Defendants, Adv. Proc. No. 12-00367 (Bankr. D. Md.).  The parties
are currently engaged in the drafting of a settlement agreement
that will resolve all of the issues raised in the adversary
proceeding.  The original deadline for the defendants to file an
answer or otherwise respond to the complaint was June 28.  A copy
of the Stipulation approved June 28 is available at
http://is.gd/CTP29Wfrom Leagle.com.

James A. Vidmar, Esq. -- jvidmar@yvslaw.com -- at Yumkas, Vidmar &
Sweeney, LLC, in Annapolis, Maryland, represents the Plaintiffs.
James C. Olson, Esq., in Owings Mills, Maryland, argues for the
Defendants.

A separate stipulation also extended to July 17 the Diener
estate's deadline to respond to the lawsuit, AMR, INC, Plaintiff,
v. THE ESTATE OF HOWARD ALAN DIENER, et al., Defendants, Adv.
Proc. No. 12-00375 (Bankr. D. Md.).  The original response
deadline to the complaint is July 5.  A copy of the stipulation,
also approved June 28, is available at http://is.gd/qVgg30from
Leagle.com.

Based in Cockeysville, Maryland, Bud's Car Wash Mountain Road,
LLC, and AMR, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Md.
Case Nos. 10-26052 and 10-26054) on July 16, 2010.  Bud's Car Wash
scheduled assets of $45,723 and debts of $4,629,977.  AMR Inc.
scheduled assets of $3,673,296 and debts of $4,640,090.  James
Greenan, Esq., at McNamee, Hosea, et al., serves as the Debtors'
counsel.  The petition was signed by Charles W. Irwin, Jr.,
managing member.


BUFFETS INC: Confirms Second Chapter 11 Plan
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Buffets Inc. won approval of a Chapter 11
reorganization plan for a second time.  The bankruptcy judge in
Delaware signed a confirmation order on June 27.  All voting
classes were in favor of the plan.

As reported by the Troubled Company Reporter, Buffets Inc. in
April 2012 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 6%
to 9% of their claims.  Previously, unsecured creditors were to
receive nothing.  The plan will also create a trust for unsecured
creditors that will pursue lawsuits.

First-lien lenders are receiving the new stock in return for
$251.8 million owing on the existing first-lien facility and
$34.8 million in outstanding letters of credit.

                         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.


CAESARS ENTERTAINMENT: Deregisters 4.5MM Shares of Common Stock
---------------------------------------------------------------
Caesars Entertainment Corporation filed a Post-Effective Amendment
No. 1 to Form S-8 Registration Statement to deregister securities
originally registered by the Company pursuant to its Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on Dec. 13, 2010, thereby registered for offer or sale
pursuant to the Caesars Entertainment Corporation Management
Equity Incentive Plan.  A total of 4,566,919 shares of common
stock were initially registered for issuance under the
Registration Statement.

On June 27, 2012, the Company filed a Registration Statement on
Form S-8 to register shares of common stock underlying options
granted under the Plan.  A copy of the Form S-8 is available for
free at http://is.gd/5AMloM

                     About Caesars Entertainment

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

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

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

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

                           *     *     *

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


CATALYST PAPER: BC Court Approves Reorganization Plan
-----------------------------------------------------
Catalyst Paper Corporation received approval for its
reorganization plan from the Supreme Court of British Columbia.
The company's second amended plan under the Companies' Creditors
Arrangement Act received 99% support from creditors at meetings
held earlier.

Court approval of the reorganization plan comes only five months
following Catalyst Paper's entry into creditor protection on
Jan. 31, 2012.  A confirmation hearing under the Chapter 15
process of the U.S. Bankruptcy Court for the District of Delaware
is expected to occur in mid-July.  Approval from both courts is
required before the company can complete its reorganization.

"Today's court order is a major milestone in our drive to emerge
from creditor protection efficiently and quickly," said President
and Chief Executive Officer Kevin J. Clarke in a June 28
statement.  "We said from the outset that our objective was to put
our company on stronger financial footing for the future and we
are proceeding at a rapid pace to do just that.  We're in
discussion now with lenders to secure the necessary exit financing
and expect to complete the reorganization process in the near
term."

The Court also authorized and directed Catalyst to take all
actions necessary to implement the Amended Plan and Catalyst is
working towards implementation.  Implementation of the Amended
Plan is subject to a number of conditions, including the company
obtaining an order of the US Court recognizing that the Sanction
Order is in full force and effect in the United States and that
Catalyst Paper shall have entered into agreements with respect to
a new ABL Facility and, if necessary, Exit Facility, satisfactory
to the Majority Initial Supporting Noteholders, in consultation
with the Initial Supporting Unsecured Noteholders.  The conditions
are set out in the Amended Plan and in the Circular.  Under the
Amended Plan, each of the conditions must be satisfied within 45
days unless such condition is waived or the date for fulfillment
is extended in accordance with the provisions of the Amended Plan.

                       About Catalyst Paper

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

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As of Dec. 31, 2011, the Company had C$737.6 million in total
assets and C$1.35 million in total liabilities.


CCGI HOLDING: S&P Withdraws B- Corp. Credit Rating on Repaid Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on CCGI
Holdings Corp., including its 'B-' corporate credit rating and 'B-
' senior secured issue-level rating. As part of a recent
refinancing, CCGI has repaid its rated debt.


CHARLESTON & 28TH: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Charleston & 28th LLC
        c/o J. Dapper, Manager
        985 White Drive
        Las Vegas, NV 89119

Bankruptcy Case No.: 12-17409

Chapter 11 Petition Date: June 22, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Kirk D. Homeyer, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Parkway, 9th Floor
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  E-mail: bankruptcynotices@gordonsilver.com

                         - and ?

                  Thomas H. Fell, Esq.
                  3960 Howard Hughes Parkway, 9th Floor
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  Fax: (702) 369-2666
                  E-mail: tfell@gordonsilver.com

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

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

The Company's list of its 11 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb12-17409.pdf

The petition was signed by J. Dapper, manager of Ten 15
Development, LLC, manager.


CHEYENNE HOTEL: Aug. 8 Set as Government Claims Bar Date
--------------------------------------------------------
The Bankruptcy Court granted the motion of Cheyenne Hotel
Investments LLC to set August 29, 2012, as the deadline for
government entities to file proofs of claim.

Cheyenne Hotel Investments, LLC, owns a property consisting of a
104 room hotel located in Colorado Springs, and known as Homewood
Suites by Hilton.  The company filed for Chapter 11 bankruptcy
protection (Bankr. D. Colo. Case No. 11-25379) on June 28, 2011.
The Debtor disclosed assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, P.C., in
Denver, represents the Debtor as counsel.  John H. Bernstein,
Esq., at Kutak Rock LLP, in Denver, represents Wells Fargo Bank as
counsel.


CHEYENNE HOTEL: Henslee Halle and Assoc. Approved as Accountants
----------------------------------------------------------------
Cheyenne Hotel Investments LLC sought and obtained approval from
the U.S. Bankruptcy Court to employ Henslee, Halle and Associates,
P.C., under a general retainer to provide accounting services to
the Debtor.

The firm will, among other things, provide these services:

     (a) process and record financial transactions on an as needed
         basis;

     (b) perform monthly reconciliations of bank accounts and
         other subsidiary ledgers to the general ledger; and

     (c) prepare general ledger and trial balance monthly or as
         otherwise requested.

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

                      About Cheyenne Hotel

Cheyenne Hotel Investments, LLC, owns a property consisting of a
104 room hotel located in Colorado Springs, and known as Homewood
Suites by Hilton.  The company filed for Chapter 11 bankruptcy
protection (Bankr. D. Colo. Case No. 11-25379) on June 28, 2011.
The Debtor disclosed assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, P.C., in
Denver, represents the Debtor as counsel.  John H. Bernstein,
Esq., at Kutak Rock LLP, in Denver, represents Wells Fargo Bank as
counsel.


CINE PHOTO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cine Photo Tech, Inc.
        1240 Oakleigh Drive
        Atlanta, GA 30344-1823

Bankruptcy Case No.: 12-65689

Chapter 11 Petition Date: June 22, 2012

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

Judge: C. Ray Mullins

Debtor's Counsel: Edward F. Danowitz, Jr., Esq.
                  DANOWITZ & ASSOCIATES, P.C.
                  300 Galleria Parkway, NW, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  E-mail: edanowitz@danowitzlegal.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 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb12-65689.pdf

The petition was signed by Brian McGraw, president.


CNA FINANCIAL: Moody's Upgrades Provisional Rating From (P)Ba1
--------------------------------------------------------------
Moody's Investors Service has upgraded the debt ratings of CNA
Financial Corporation (NYSE: CNA; senior unsecured to Baa2 from
Baa3) with a stable outlook. In the same action, Moody's has
affirmed the A3 insurance financial strength (IFS) ratings for
Continental Casualty Company (CCC) and other rated members of its
property/casualty insurance intercompany pool ("CNA Insurance
Companies") while revising the outlook to positive from stable.

According to Moody's, the affirmation of the CNA Insurance
Companies' A3 IFS ratings reflects CNA's leadership position in
many major commercial and specialty property & casualty insurance
lines in the US, its consistently profitable specialty lines
segment, a sound liquidity position and good risk-adjusted
capitalization, and the historically supportive parentage of Loews
Corporation. These strengths remain tempered by earnings weakness
and persistent high combined underwriting ratios in commercial
lines, by potential claim reserve volatility associated with
commercial casualty lines of business, and to a lesser degree by
exposures to natural and manmade catastrophes, as well as interest
rate sensitivity and other risks inherent in CNA's run-off long-
duration pension and long term care operations.

The shift to a positive outlook, however, reflects notable
sustained improvements in the group's credit profile in recent
years, particularly with respect to asset quality and
profitability as well as improved stability in its risk-adjusted
capital adequacy profile and enhanced strategic focus. Moody's
noted that CNA significantly de-risked its investment portfolio in
recent years, and has demonstrated consistent profitability in its
specialty lines segment while continuing to make steady, if
gradual, improvements in its commercial lines operations, which
remain challenged by weak underwriting profitability and elevated
combined ratios. Moody's added that risk management has become a
core discipline, and one that has enabled the company to identify
areas of risk concentrations and capital inefficiencies, and
support strategic decisions with respect to its core operations,
as well as the divestiture of non-strategic segments or
subsidiaries.

The upgrade of CNA Financial's debt ratings considers both the
above-noted positive developments at CNA's core insurance
operations, as well as the upgrade of Loews' Corporation's senior
debt to A2, from A3, and Moody's view that creditors of CNA
Financial benefit not only from the improving underlying strength
of the group's insurance operations, but also incrementally from
the implied support of a higher-rated Loews Corporation, through
its internal liquidity resources, as well as its diversified
sources of cash flow. The stable outlook for CNA Financial's debt
ratings reflects Moody's view that, should the positive rating
outlook on the group's insurance A3 financial strength ratings
ultimately resolve in a rating upgrade, CNA Financial's senior
debt rating would likely remain stable, consistent with Moody's
standard 3-notch spread between insurance subsidiary financial
strength and holding company senior unsecured debt ratings.

"CNA has made strides in strengthening its profitability,
enhancing its actuarial and reserving discipline, de-risking its
investment portfolio, stabilizing its risk-adjusted
capitalization, and improving the underwriting performance of its
commercial lines segment," commented Moody's senior credit officer
Alan Murray. "We view the enterprise as being well positioned to
build on its property-casualty insurance franchise going forward,
including sustaining its long-standing leadership is specialty
lines (e.g. professional liability and surety) and in re-focusing
and improving its commercial insurance segment, which nevertheless
continues to face significant headwinds."

Moody's noted that a combination of the following factors could
lead to an upgrade: 1) sustained improvement in core operating
earnings, particularly in the commercial lines segment; 2)
adjusted financial leverage below 25% on a sustained basis; 3)
risk-adjusted capitalization on par with more highly-rated
industry peers; 4) an upgrade of Loews Corporation (senior debt
currently at A2); and 5) earnings coverage of interest on fixed
maturities above 6x. Conversely, factors that could lead to a
return to a stable outlook include the following: 1) a non-
temporary decline in shareholders' equity of 10% or more (with
adjustments for variability in unrealized gains/losses), absent
further capital support from Loews Corporation or other outside
investors; 2) sustained adjusted financial leverage in excess of
30%; 3) a downgrade of Loews Corporation to the Baa level or
below, and/or an indication of diminished support of CNA by Loews;
4) earnings coverage of interest on debt and preferred dividends
below 4x; or 5) annual adverse reserve development in excess of 5%
of total reserves.

The following ratings have been upgraded, with a stable outlook:

CNA Financial Corporation: senior unsecured debt to Baa2 from
Baa3; provisional rating for senior unsecured debt to (P)Baa2
from (P)Baa3; provisional rating for subordinated debt to
(P)Baa3 from (P)Ba1; preferred stock to Ba1 (hyb) from Ba2
(hyb); provisional rating for preferred stock to (P)Ba1 from
(P)Ba2;

The Continental Corporation: senior unsecured debt to Baa2 from
Baa3;

CNA Financial Capital I, II and III: provisional rating for
capital securities to (P)Baa3 from (P)Ba1.

The following ratings have been affirmed and the outlook has been
changed to positive from stable:

American Casualty Company of Reading, Pennsylvania -- insurance
financial strength at A3;

Columbia Casualty Company -- insurance financial strength at A3;

The Continental Casualty Company -- insurance financial strength
at A3;

The Continental Insurance Company of New Jersey -- insurance
financial strength at A3;

Continental Insurance Company -- insurance financial strength at
A3;

National Fire Insurance Company of Hartford -- insurance
financial strength at A3;

Transportation Insurance Company -- insurance financial strength
at A3;

Valley Forge Insurance Company -- insurance financial strength
at A3.

CNA Financial Corporation is engaged through its subsidiaries in
commercial and specialty property and casualty insurance. For the
full year 2011, CNA Financial Corporation reported net earned
premiums of $6.6 billion and net income of $614 million. As of
March 31, 2012, shareholders' equity was $12.0 billion.

The principal methodology used in these ratings was Moody's Global
Rating Methodology for Property and Casualty Insurers, published
in May 2010.


COLOUR CONCEPTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Colour Concepts Inc.
        dba Postmaster Mailing
        dba 4 Printers Only
        dba FPO Network
        dba Partner Printing
        6980 Sycamore Canyon Blvd
        Riverside, CA 92507

Bankruptcy Case No.: 12-25299

Chapter 11 Petition Date: June 27, 2012

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

Judge: Mark S Wallace

Debtor's Counsel: Gordon Strange, Esq.
                  LAW OFFICES OF GORDON C STRANGE
                  15333 Culver Drive Suite 340-223
                  Irvine, CA 92604
                  Tel: (949) 874-7555

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

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

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/cacb12-25299.pdf

The petition was signed by Mark Sears, president.


CONFORCE INTERNATIONAL: Delays Form 10-K for Fiscal 2012
--------------------------------------------------------
Conforce International, Inc.'s annual report on Form 10-K could
not be filed within the prescribed time period due to the Company
and its accountants requiring additional time to prepare and
review the financial statements of the Company for the year ended
March 31, 2012.  That delay could not be eliminated by the Company
without unreasonable effort and expense.  In accordance with Rule
12b-25 of the Securities Exchange Act of 1934, the Company will
file its Form 10-K no later than the 15th calendar day following
the prescribed due date.

                    About Conforce International

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

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

The Company's balance sheet at Dec. 31, 2011, showed US$6 million
in total assets, $2.20 million in total liabilities and
US$3.79 million in shareholders' equity.


CONSTRUCTORA DE HATO: Required to File Plan Disclosures by Aug. 31
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
ordered Constructora De Hato Rey Incorporada to file a Disclosure
Statement by Aug. 31, 2012, according to a document posted in the
case docket.  The minutes of a hearing also disclosed that the
application for employment of Debtor's counsel and accountant are
approved.

            About Constructora De Hato Rey Incorporada

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

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

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


CROWN MEDIA: All 14 Director Nominees Elected
---------------------------------------------
The annual meeting of stockholders of Crown Media Holdings, Inc.,
was held on June 27, 2012.  All nominees were elected as
directors, namely:

   (1) William J. Abbott;
   (2) Dwight C. Arn;
   (3) Robert Bloss;
   (4) William Cella;
   (5) Glenn Curtis;
   (6) Steve Doyal;
   (7) Brian E. Gardner;
   (8) Herbert Granath;
   (9) Timothy Griffith;
  (10) Donald Hall, Jr.;
  (11) Drue A. Jennings;
  (12) Peter A. Lund;
  (13) Brad R. Moore; and
  (14) Deanne Stedem.

The chief executive officer's and other executive officers'
performance-based compensation were approved.

                        About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

The Company's balance sheet at March 31, 2012, showed $939.05
million in total assets, $688.28 million in total liabilities and
$250.76 million in total stockholders' equity.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's senior secured credit facilities and the indenture
governing the Notes contain a number of covenants that impose
significant operating and financial restrictions on the Company,
including restrictions on its ability to, among other things,
incur additional debt or issue certain preferred shares, pay
dividends on or make distributions in respect of the Company's
capital stock or make other restricted payments, and make certain
payments on debt that is subordinated or secured on a junior
basis.

Any of these restrictions could limit the Company's ability to
plan for or react to market conditions and could otherwise
restrict corporate activities.  Any failure to comply with these
covenants could result in a default under the Company's senior
secured credit facilities and the indenture governing the Notes.
Upon a default, unless waived, the lenders under the Company's
senior secured credit facilities could elect to terminate their
commitments, cease making further loans, foreclose on the
Company's assets pledged to those lenders to secure its
obligations under the senior secured credit facilities and force
the Company into bankruptcy or liquidation.

                           *     *     *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Studio City,
Calif.-based cable network company Crown Media Holdings Inc. to
'B+' from 'B'.

"The upgrade reflects Crown Media's recent operating performance,
which achieved higher EBITDA and lower leverage than our
expectations," said Standard & Poor's credit analyst Deborah
Kinzer.


CRYSTALLEX INTERNATIONAL: Draws Down Add'l $8MM Under DIP Pact
----------------------------------------------------------------
Crystallex International Corporation has drawn down an additional
amount of US$8 million (for an aggregate total of US$21 million)
under the terms of the credit agreement governing the Company's
debtor-in-possession US$36 million term loan facility provided by
an entity managed by Tenor Capital Management Company LP.  These
funds will be used to fund the Company's operations, including the
prosecution of its arbitration claim against the government of
Venezuela.

As disclosed on April 23, 2012, as a result of such draw down, the
Company has provided to the Lender, in accordance with the
provisions of the Credit Agreement and a conversion and voting
agreement, additional compensation which is dependent on the
amount of the net proceeds realized from an award or settlement in
respect of the Company's arbitration with the government of
Venezuela and which, at the option of the Lender, could be
converted into up to 35% of the equity of the Company.

In addition, the Credit Agreement requires certain changes to the
governance of Crystallex.  The Lender has been provided with the
right to appoint two of the five directors of the Company, and as
a result Mr. Michael Brown and Mr. Johan C. van't Hof, each of
whom voted in favor of the Credit Agreement, have voluntarily
resigned from the Board in order to enable Mr. Robin Shah and Mr.
David Kay, the nominees of the Lender, to join the Board.

Mr. Shah founded Tenor Capital when the firm was spun off from
Putnam Lovell NBF (PLNBF) in July 2004.  Mr. Shah joined PLNBF in
July 2003, from JP Morgan, to establish a proprietary trading
relative value convertible arbitrage effort.  At J.P. Morgan, Mr.
Shah was a senior trader in the proprietary Convertibles and
Relative Value Group.  Prior to joining the Convertibles and
Relative Value Group, Mr. Shah was a member of the Equity
Derivatives Research team, the Fixed Income Derivatives Trading
team, and the Fixed Income proprietary trading group at J.P.
Morgan.  Mr. Kay joined Tenor in October of 2009. Previously, Mr.
Kay worked at Jefferies & Company as a senior associate in the
Restructuring and Recapitalization Group and at Akin Gump Strauss
Hauer & Feld as an attorney in the Financial Restructuring Group

The Board has appointed Harry Near as "Designated Director" and
has delegated certain powers to him, including the conduct of the
proceedings under the Companies' Creditors Arrangement Act and
certain related matters.  However, before making any decision
regarding those delegated matters, Mr. Near will be required to
consult with the newly established Advisory Panel of the Company.
The members of the Advisory Panel are Messrs. Near, Brown and
van't Hof.  Mr. Near has agreed to serve as the Designated
Director for a minimum period of three months.  The Board has also
agreed that certain transactions will be subject to the approval
of the Board, including the approval of one of the Lender's
nominees.

Mr. Fung, the Chairman and Chief Executive Officer of Crystallex
stated, "I wish to thank Michael and Johan for their selfless
service to Crystallex as directors and I am pleased that they will
continue to provide the Company with their valuable advice as
members of the Advisory Panel."  He also noted that, "Crystallex
will be well served by having Robin Shah and David Kay as
directors as their experience and knowledge will prove helpful to
the Company as it seeks to recover value from its Las Cristinas
investment."

Crystallex also announced that the shareholder rights plan
agreement dated as of June 22, 2006, with CIBC Mellon Trust
Company, as rights agent, which was last reconfirmed by the
shareholders of the Company at a shareholders' meeting held on
June 24, 2009, will terminate on June 30, 2012.  In light of the
fact that the Company has obtained a Court order to delay its
annual shareholders' meeting, the shareholders of the Company will
not be able to reconfirm the Rights Plan as required, and
therefore the Rights Plan will terminate.  The Company's
shareholder rights plan agreement of March 16, 2012, remains in
force.

On June 25, 2012, the Board of Directors of Crystallex
International Corporation adopted a Certificate of Amendment to
the articles of the Company.  A copy of the Certificate of
Amendment has been made available for review under the Company's
profile at www.sedar.com, a copy of which is available at no
charge at http://is.gd/5CLhUM

                         About Crystallex

Crystallex International Corporation is a Canadian based mining
company, with a focus on acquiring, exploring, developing and
operating mining projects.  Crystallex has successfully operated
an open pit mine in Uruguay and developed and operated three gold
mines in Venezuela.  The Company's principal asset is its
international claim in relation to its investment in the Las
Cristinas gold project located in Bolivar State, Venezuela.

On Dec. 23, 2011, announced that it obtained an order from the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act (Canada) (CCAA).
Ernst & Young Inc. was appointed monitor under the order.

Crystallex has also commenced a proceeding under Chapter 15 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware in order to ensure that relevant CCAA orders are enforced
in the United States.  The Bankruptcy Court has recognized
Crystallex's CCAA proceeding as well as the initial order and
subsequent stay extension of the Ontario Superior Court of
Justice.

The Company reported a net loss of US$33.7 million for the nine
months ended Sept. 30, 2011, compared with a net loss of
US$27.7 million for the same period in 2010.

The Company reported losses from continuing operations of
US$22.0 million and US$14.5 million for the nine months Sept. 30,
2011, and 2010, respectively.

Following the Government of Venezuela's unilateral cancellation of
the Las Cristinas Mine Operating Contract (the "MOC") on Feb. 3,
2011, the Company filed for arbitration before ICSID's Additional
Facility and commenced the process of handing the Las Cristinas
project back to the Government of Venezuela.  The handover to the
Government of Venezuela was completed on April 5, 2011, upon
receipt of a certificate of delivery from the Corporacion
Venezolana de Guayana (the "CVG").  As a result, the Company has
determined that its operations in Venezuela should be accounted
for as a discontinued operation.

The Company reported losses from discontinued operations of
US$11.7 million and US$13.1 million for the nine months ended
Sept. 30, 2011, respectively.

The Company's balance sheet at Sept. 30, 2011, showed
US$19.8 million in total assets, US$115.17 million in total
liabilities and a stockholders' deficit of US$95.3 million.


CULLIGAN INT'L: Moody's Cuts PDR to 'D' After Debt Restructuring
----------------------------------------------------------------
Moody's Investors Service has lowered Culligan International
Company's probability of default rating to D following its
exchange of its first lien term loan for cash and new first and
second lien term loans. As part of this transaction, the second
lien debt was exchanged for equity of the post exchange entity.
Moody's views this exchange as distressed in accordance with its
definition of default. All ratings on Culligan will be withdrawn
following this action since the debt restructuring has eliminated
all rated debt.

Ratings Rationale

The principal methodology used in rating Culligan was the Global
Business & Consumer Service Industry Rating Methodology published
in October 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.

Culligan International Company, headquartered in Rosemont,
Illinois, is a global provider of water treatment products and
services for household, commercial and industrial applications.


DEAN FOODS: Moody's Retains 'Ba3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service raised the speculative grade liquidity
rating for Dean Foods to SGL-2 from SGL-3. The company's corporate
family rating (CFR) remains Ba3 with a negative outlook.

Ratings Rationale

The SGL rating upgrade reflects improved liquidity following
stronger cash flow in the most recent quarter, and a better
cushion expected under financial covenants.

Moody's expects Dean to maintain solid liquidity over the next 12-
18 months, with good (over 20%) headroom under the leverage
covenant. Moody's expects that a combination of cash on hand and
internally generated cash flow will be sufficient to cover all
basic cash needs, including working capital, CapEx and term loan
amortization, over the next four quarters.

Dean has a $1.275 billion senior credit facility expiring April
2014. At March 31, 2012 there was $145 million outstanding under
the revolver.

The facility is governed by three financial covenants: Interest
Coverage (currently 2.75x, stepping up to 3.0x in Q1 2013), Total
Leverage (Debt to EBITDA of 5.5x currently, stepping down to 5.25x
in Q1 2013, and 4.5 X in Q3 2013) and Senior Leverage (currently
3.75x, stepping down to 3.5x in Q1 2013). Moody's expects covenant
cushion to be good -- in the low 20s on a percentage basis, even
allowing for the step down in leverage covenant in the first
quarter of 2013.

The company also has a $600 million receivables securitization
facility (expiring on September 25, 2013) which is typically
sufficient to cover working capital fluctuations. Dean had $280
million borrowed and $245.5 million in letters of credit issued
against the facility at March 31, 2012.

Alternate liquidity is somewhat limited. Dean's senior credit
agreement is secured by all domestic tangible and intangible
assets of the company, (excluding real property owned by Dean
Holdings Company and accounts receivable pledged under the
securitization facility), and by 65% of the stock first-tier
foreign subsidiaries. The agreement allows the company to sell up
to 10% of assets each fiscal year without lenders consent, but
requires it to use the proceeds to repay indebtedness under the
credit agreement if sale proceeds exceed $250 million annually.

Dean's Ba3 rating reflects its very narrow margins inherent in its
largest, commodity-oriented milk business, high leverage, more
limited product, geographic and customer diversification than
certain other large global food and agriculture companies, and the
potential for both volatility in milk prices, as well as shifts in
the pricing strategies of retailers to erode profitability. The
rating is supported by the company's leading market share,
national scale in the US dairy industry, and strong distribution
network with comprehensive refrigerated direct store delivery
systems. The rating also reflects the potential for further cost
efficiencies/productivity improvements as management focuses on
internal integration, streamlining of operations and further cost
reduction initiatives.

The negative outlook reflects weak credit metrics that have
resulted from the profitability pressure that the company has
experienced amid price, volume and mix shifts in its Fresh Dairy
Direct business. Despite improved profitability in the first
quarter ended March 2012, leverage remains over 5.3 times for the
last twelve month period ended in March, while EBITA margin
remained low at around 4.5% (both ratios calculated using Moody's
standard accounting adjustments). To stabilize the outlook Moody's
would need to see further improvement in credit metrics, with
leverage being reduced to 5 times or below.

Dean Foods is the largest processor and distributor of milk and
various other dairy products in the United States and the largest
producer of soy milk in Europe. The company also markets and sells
a variety of branded dairy and dairy-related products including,
Silk(R) soymilk and almondmilk, Horizon Organic(R) dairy products,
International Delight(R) coffee creamers, LAND O'LAKES(R) creamers
and fluid dairy products, and cultured dairy products.
Headquartered in Dallas, Texas, Dean Foods had sales of
approximately $13.2 billion for the latest twelve months ending
March 30, 2012.


DELTA AIR LINES: S&P Rates Class B Pass-through Certs. 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'A-'
(sf) rating to Delta Air Lines Inc.'s series 2012-1 Class A pass-
through certificates with an expected maturity of May 7, 2020, and
its preliminary 'BB' (sf) rating to the series 2012-1 Class B
pass-through certificates with an expected maturity of May 7,
2019. The final legal maturities will be 18 months after the
expected maturity. The issues are drawdowns under a Rule 415 shelf
registration. "We will assign final ratings upon the conclusion of
a legal review of the documentation," S&P said.

The preliminary 'A-' (sf) and 'BB' (sf) ratings are based on:

- The credit quality of Delta (B/Positive/--).

- Conservative collateral coverage (initial Class A loan-to-
    value of 49.6% using prospectus appraisal values and 53.6%
    using the values that Standard & Poor's focused on by planes
    that S&P believes Delta would seek to keep in any future
    bankruptcy reorganization.

-  Legal and structural protections available to the pass-through
    certificates.

The company will use proceeds of the offering to refinance these
aircraft that Delta owns:

    nine A319-100s,
    seven A320-200s,
    one B757-200,
    eight B767-300ERs, and
    six B767-400ERs.

"Each aircraft's secured notes are cross-collateralized and cross-
defaulted--a provision we believe increases the likelihood that
Delta would affirm the notes (and thus continue to pay on the
certificates) in bankruptcy. We believe that these provisions are
particularly important protection for the pass-through
certificates because the aircraft securing the notes are already
nine to 17 years old, and newer models will replace all these
aircraft over the life of the certificates," S&P said.

RATINGS LIST
Delta Air Lines Inc.
Corporate credit rating                  B/Positive/--

New Ratings
Delta Air Lines Inc.
  Series 2012-1 Class A pass-thru certs   A- (sf)(prelim)
  Series 2012-1 Class B pass-thru certs   BB (sf)(prelim)


DELTA AIR LINES: S&P Raises Rating on Class G1 Certs. From 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Delta Air
Lines Inc.'s 2002-1 Class G1 certificates to 'BBB' from 'BB+'.

"The upgrade reflects our expectation of improved asset coverage
for the 2002-1 Class G1 certificates after Delta repays the G2
certificates," said Standard & Poor's credit analyst Philip
Baggaley.

"When Delta repays the G2 certificates, 15 planes will exit the
collateral pool that currently secures indirectly the Class G1 and
G2 certificates. Standard & Poor's believes that the remaining 17
B737-800 aircraft, which Boeing delivered to Delta in 1998-2002,
are better collateral than the B757-200, B767-300ER, and B767-
400ER aircraft, which will no longer serve as collateral once
Delta repays the G2 certificates, scheduled for July 2, 2012," S&P
said.

"Further, we estimate that the loan-to-value for the G1
certificates will improve to the 60%-65% range, compared with a
current combined loan-to-value for the G1 and G2 certificates of
more than 70%," S&P said.


DEX ONE: Alan Schultz Succeeds Eugene Davis as Board Chairman
-------------------------------------------------------------
Dex One Corporation has elected Alan F. Schultz as Chairman of the
Board of Directors.  He succeeds Eugene I. Davis who has resigned
from the Dex One Board, citing a number of new director
commitments requiring a substantial amount of his time and
attention.

                           About Dex One

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

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

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

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

                            *     *     *

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

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


DJ CHRISTIE: Lawsuit Against Pratt et al. Stays in Bankr. Court
---------------------------------------------------------------
District Judge Carlos Murguia adopted Report and Recommendation
issued by Bankruptcy Judge Dale Somers in Topeka, Kansas, and
rejected the request of John R. Pratt to withdraw the bankruptcy
court reference of the lawsuit, DJ CHRISTIE, INC., Plaintiff, v.
ALAN E. MEYER, JOHN R. PRATT, ALEXANDER W. GLENN, DAVID J.
CHRISTIE, and WASHINGTON INTERNATIONAL INSURANCE CO., Defendants,
and UNITED STATES BANKRUPTCY COURT-TOPEKA DIVISION, Interested
Party, Case No. 12-mc-00405-CM, No. 11-07043 (Bankr. D. Kan.).
Judge Murguia said the most efficient way to handle the many
interrelated and outstanding disputes is to delay withdrawal of
the reference until the issues are narrowed, nonjury claims are
resolved, and the case is ready for trial.  The Bankruptcy Court
is fully equipped with the tools to proceed with this matter
without interference by the district court.

The dispute originally arose from an alleged oral joint
venture/partnership agreement to construct, develop, and manage a
mixed-use residential apartment complex in Junction City, Kansas.
Alan Meyer and John Pratt sued David Christie, Alexander Glenn,
and DJ Christie, Inc., in federal court, Case No. 07-2230.  On May
21, 2009, following a 10-day trial, a jury returned a verdict for
Meyer and Pratt on all counts.  Messrs. Meyer and Pratt elected
the jury's damage award of $9,196,345 and the court subsequently
awarded plaintiffs $100 in nominal punitive damages.

As a condition of their appeal, Messrs. Christie and Glenn, and
DJC posted a supersedeas bond of $1,125,000, which Mr. Christie
did as principal with Washington International Insurance Company
acting as surety.

On May 20, 2011, DJC filed a Chapter 11 Bankruptcy in the United
States Bankruptcy Court for the District of Kansas, Case No. 11-
40764-DLS.  Pursuant to 11 U.S.C. Sec. 362(a), the filing of the
bankruptcy petition stayed enforcement of the judgment against it.
Following remand from the Tenth Circuit's decision in Meyer v.
Christie, 634 F.3d 1152 (10th Cir. 2011) (affirming in part and
reversing in part Meyer v. Christie, No. 07-2230-CM, 2009 WL
4782118 (D. Kan. Dec. 8, 2009)), the District Court entered a
final amended judgment on July 15, 2011, in favor of Messrs. Meyer
and Pratt, and against Messrs. Christie and Glenn, and DJC in the
amount of $7,170,603, plus $100 in punitive damages, along with
costs.  At some point after the Tenth Circuit's mandate was
issued, Messrs. Christie and Glenn apparently acquired, by
assignment, certain judgments entered by Iowa courts against
Messrs. Meyer and Pratt and other parties and in favor of various
lenders.

After the final judgment in 07-2230 but before the court ruled on
certain of Messrs. Meyer and Pratt's motions regarding collection
on/enforcement of the judgment, DJC filed an adversary proceeding
in the Bankruptcy Court naming Messrs. Meyer and Pratt, the surety
(Washington International), Messrs. Glenn and Christie, Case No.
11-07043.  In the adversary proceeding, DJC seeks a determination
on whether it may offset these Iowa Judgments -- owed to it by
Messrs. Meyer and Pratt -- against the Judgment it owes in this
case.  Specifically, the adversary complaint alleges that DJ
Christie Inc., and Messrs. Glenn and Christie own judgments
against Messrs. Meyer and Pratt in the amount of $7,543,500.40,
i.e., more than the 07-2230 Judgment owed by DJC, and Messrs.
Glenn and Christie to Messrs. Meyer and Pratt.

Messrs. Christie and Glenn initiated garnishment actions naming
the surety as garnishee.  An interpleader complaint, Adv. No. 12-
07016, was filed in the Bankruptcy Court regarding $1,000,000
ostensibly representing Messrs. Christie and Glenn's shares in
half of the net proceeds of the sale of the Junction City property
in a separate bankruptcy proceeding.  Other complications exist.
DJC's adversary complaint alleges three counts.  On cross-claim,
Messrs. Glenn and Christie assert three counts against Messrs.
Meyer and Pratt.  On counter- and cross-claims, Messrs. Meyer and
Pratt assert five causes of action against DJC, Christie, Glenn,
and Washington.

Mr. Pratt's motion to withdraw the reference to the adversary
proceeding seeks permissive withdrawal pursuant to 28 U.S.C. Sec.
157(d) (permitting withdrawal, in whole or part, on timely motion,
for cause, on core and noncore matters).  Mr. Pratt argues that
withdrawal is necessary to prevent forum shopping, to promote
judicial economy, and to reduce cost and delay.  Regarding
judicial economy, Mr. Pratt argues that the Bankruptcy Court lacks
the authority to enter final judgment on the state law claims.

A copy of the District Court's June 27, 2012 Memorandum and Order
is available at http://is.gd/wU72yafrom Leagle.com.

Overland Park, Kansas-based D.J. Christie Inc. filed for Chapter
11 bankruptcy (Bankr. D. Kan. Case No. 11-40764) on May 20, 2011.
Judge Dale L. Somers presides over the case.  Kathryn E. Sheedy,
Esq., and Tom R. Barnes, II, Esq., at Stumbo Hanson, LLP, serve
as the Debtor's counsel.  In its petition, the Debtor estimated
$1 million to $10 million in assets and under $1 million in debts.
The petition was signed by David J. Christie, its president.


DOLLAR GENERAL: S&P Rates Proposed $450MM Unsecured Notes 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB+' issue-level
rating to Dollar General Corp.'s proposed $450 million unsecured
notes due 2017. The company plans to use the proceeds of this debt
offering to refinance all $451 million of its subordinated notes
due 2017. "We rate the proposed unsecured notes one notch below
our 'BBB-' corporate credit rating on the company because of the
substantial amount of priority debt on the capital structure.
Priority debt includes about $1.96 billion of senior secured term
loans and $585 million outstanding under its asset-based revolving
credit facility as of May 4, 2012," S&P said.

The 'BBB-' corporate credit rating and stable outlook on Dollar
General remain unchanged.

RATINGS LIST

Dollar General Corp.
Corporate Credit Rating                 BBB-/Stable/--

New Ratings

Dollar General Corp.
Senior Unsecured
  $450 mil nts due 2017                  BB+


EASTMAN KODAK: No Equity Committee or Valuation Trial for Now
-------------------------------------------------------------
Bankruptcy Judge Allan L. Gropper declined for now to appoint an
official equity security holders' committee in the Chapter 11
cases of Eastman Kodak Company, saying the appointment is not
"necessary" to assure Kodak's shareholders adequate representation
in the chapter 11 cases and the costs appear unreasonable in light
of the possible benefits.  The Court, however, left the window
open for the Shareholders to renew their request.

"There is no reason to think that the interests of shareholders
will be ignored in these cases, particularly where Kodak's
directors and officers own over 10 million shares of Kodak stock
themselves," Judge Gropper pointed out.  The judge also held that
Kodak's unsecured creditors' committee has a duty to maximize the
value of the Kodak estates which would inhere to the benefit of
shareholders.

According to Judge Gropper, the Shareholders wholly fail to
support the position taken in their papers that the creditors'
committee will cease to attempt to maximize value once the point
is reached at which creditors will be paid in full -- as if it
were possible to divine that point at this stage in these cases.
"For present purposes, creditor and shareholder interests are
generally aligned," Judge Gropper said.

The common stock of Kodak is publicly held, with approximately 270
million shares outstanding.

After the Petition Date, counsel for certain Kodak shareholders
sent letters to the U.S. Trustee requesting the formation of an
official committee of equity security holders.  After
consideration of extensive information supplied by the
Shareholders in support of the motion and by Kodak and certain
other parties in opposition, the U.S. Trustee denied the
Shareholders' request on Feb. 29, 2012.  The Shareholders then
filed the motion, asking the Court to order the appointment of an
official equity committee under Sec. 1102(a)(2) of the Bankruptcy
Code.

At oral argument on the motion, the Shareholders argued that the
possibility of a return to equity justified the appointment of an
official equity committee, and asserted that without a committee
they would be denied a meaningful opportunity to participate in
Kodak's restructuring.

The Shareholders' motion is opposed by Kodak, the U.S. Trustee,
the official unsecured creditors' committee, and an unofficial, ad
hoc second lien noteholders' committee.  The objecting parties
assert that the Shareholders' assertions of solvency are premature
and that Kodak should not be required to bear the cost of an
additional committee when the interests of Kodak's shareholders
are adequately represented by other constituencies that share a
common desire to maximize the value of Kodak's estate.

Judge Gropper also noted that, given the quality of the legal
talent hired by the Shareholders, there is no reason to conclude
that the Shareholders cannot be represented ably through an
unofficial, or ad hoc, committee.  If the Shareholders make a
substantial contribution to Kodak's reorganization, they can
obtain compensation for their fees under Bankruptcy Code Sec.
503(b)(3)(D).  On the other hand, the estate will not be forced to
fund a constituency that appears to be out of the money.

Stephen G. Grygiel, Esq., at Keefe Bartels, LLC, in Red Bank, New
Jersey, represents Frank E. Williams, Jr.; Andrew Gregor for
Putnam Capital Services; George Karfunkel; William Stern; Lance
Laifer for Wapiti Partners, L.P.; Eric Wagoner for Source Capital
Group; Roman Stockhammer; Luis Diaz; and Chris DePierro.

Judge Gropper also declined the Shareholders' invitation to
undertake a valuation trial.  The Shareholders have argued that
Kodak could be solvent assuming it terminates certain retiree
benefits.  Judge Gropper, however, held that any potential benefit
to conducting such a trial is outweighed by the considerable time
and expense it would impose on Kodak at this stage of its
reorganization.  Nothing could be more harmful to Kodak's
restructuring efforts than a hearing at which it would be required
to adduce evidence of its insolvency at a time when its efforts
should be focused on maximizing the value of its enterprise for
all stakeholders.

The Court also pointed out that, based on the record, there is no
substantial evidence that equity will be entitled to a meaningful
distribution in this case.  Kodak's most recent Form 10-K Annual
Report for the year ending Dec. 31, 2011 reflects a consolidated
balance sheet (in accordance with GAAP) with $7.028 billion of
liabilities compared to only $4.678 billion of assets.  As of the
Petition Date, Kodak identified more than $4.6 billion in
prepetition liabilities, a sum which has since been augmented by
its DIP financing facility and post-petition administrative costs.
Kodak's first four monthly operating reports also show net losses
of approximately $100 million per month.

The Court also rejected the Shareholders' argument that they
should have a committee since an official committee has been
appointed for Kodak's retirees.  Judge Gropper explained that
Congress provided that in certain cases (generally cases where
there is no union representing retirees), the court "shall order"
the appointment of a representative committee of retired employees
"if the debtor seeks to modify or not pay the retiree benefits or
if the court otherwise determines that it is appropriate."  Since
Kodak has publicly announced its decision to modify retiree
benefits, it could not reasonably object to the retirees' motion
for a committee.  The issues are entirely different with respect
to the appointment of an equity committee.

A copy of Judge Gropper's June 28, 2012 Memorandum of Decision is
available at http://is.gd/YpPKFHfrom Leagle.com.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EASY RENTAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Easy Rental Equipment Inc.
        P.O. Box 150
        Mercedita, PR 00715

Bankruptcy Case No.: 12-04939

Chapter 11 Petition Date: June 25, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  LUGO MENDER & CO
                  Centro Internacional De Mercadeo
                  Carr 165 Torre 1, Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404
                  E-mail: wlugo@lugomender.com

Scheduled Assets: $7,142,891

Scheduled Liabilities: $14,521,111

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/prb12-04939.pdf

The petition was signed by Carlos Julian Teissonniere Qui¤ones,
president.


ELECTRICAL & ELECTRONIC: Case Summary & Creditors List
------------------------------------------------------
Debtor: Electrical & Electronic Suppliers, Inc.
        aka Electrical & Electronics Suppliers, Inc.
            Electrical & Electronic Supplies, Corp.
        Calle Jardines Suite 3
        Caguas, PR 00725

Bankruptcy Case No.: 12-04944

Chapter 11 Petition Date: June 25, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos A. Ruiz Rodriguez, Esq.
                  P.O. Box 1298
                  Caguas, PR 00726-1298
                  Tel: (787) 286-9775
                  Fax: (787) 747-2174
                  E-mail: caruiz@reclamatusderechos.com

Scheduled Assets: $1,550,000

Scheduled Liabilities: $1,311,837

A copy of the Company's list of its six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/prb12-04944.pdf

The petition was signed by Jose Rafael Dieppa Bernabe, president.


ENDURANCE INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Burlington, Mass.-based Endurance International
Group Inc. The outlook is stable.

"We also assigned a 'B' issue rating and '3' recovery rating to
the company's $100 million incremental first-lien term loan. The
'3' recovery rating indicates our expectation for meaningful (50%-
70%) recovery for lenders in the event of payment default," S&P
said.

"At the same time, we assigned a 'CCC+' issue rating and a '6'
recovery rating to the company's $125 million second-lien term
loan. The recovery rating of '6', indicates our expectation of
negligible (0%-10%) recovery for lenders in the event of payment
default," S&P said.

"In addition, we affirmed our 'B' issue rating on the company's
existing senior secured facilities, including the revolver
(upsized to $75 million). The '3' recovery rating on this debt
remains unchanged," S&P said.

"The company is using the loan proceeds to purchase HostGator,
which is one of the largest providers of web hosting services,"
S&P said.

"The acquisition won't materially affect Endurance's leverage
profile," said Standard & Poor's credit analyst Katarzyna Nolan.

"The rating on Endurance reflects the company's 'vulnerable'
business profile, characterized by its competitive industry,
acquisition-driven growth, and what we view as an 'aggressive'
(based on our criteria) financial risk profile. The company's high
recurring revenues and stable cash flow generation partly offset
these factors," S&P said.

Endurance is a Web-based service provider focusing on helping
small and midsize businesses to build, promote, and optimize their
online presence.

"The stable outlook reflects the company's positive free cash flow
generation, thanks to a recurring and predictable revenue base. It
also reflects our expectation that the company will maintain its
competitive position in key markets. A possible upgrade is limited
over the next year, as the company digests its recent acquisitions
and establishes a longer track record of performance at its
current scale," S&P said.

"We could lower the rating if FOCF-to-debt measures were to
deteriorate to the low-single-digit area as a result of increased
price competition, a significant loss of its customer base, or
acquisition integration challenges," S&P said.


ENERGY CONVERSION: Taps Diversified Property to Give Tax Review
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Energy Conversion Devices, Inc., and United Solar
Ovonic, LLC, to employ Diversified Property Solutions LLC to
provide personal property and real estate tax review and appeal
services to the Debtors.

                       About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

An official committee of unsecured creditors has been appointed in
the case.  Foley and Lardner, LLP represents the Committee.
Scouler & Company, LLC, serves as financial advisor.

A group of shareholders had asked a bankruptcy judge to allow it
to form an official committee with lawyers and expenses paid for
by the company.

The company had estimated in court papers that it was worth
$986 million, based on nearly $800 million of investment in the
manufacturing unit.

The Debtors disclosed that they had canceled the auction of the
going concern sale of USO and discontinued the court-approved sale
process because of the failure to receive an acceptable qualified
bid by the bid deadline.  Quarton Partners, the companies'
investment banker, is continuing to work with prospective buyers
on alternative transactions.  In addition, the companies have
retained auction services provider Hilco Industrial to prepare for
an orderly sale of the companies' assets.


ENERGY CONVERSION: Hilco IP Approved to Monetize IP Assets
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Energy Conversion Devices, Inc., and United Solar
Ovonic, LLC, to employ Hilco IP Services LLC doing business as
Hilco Streambank as their exclusive agent for purposes of
monetizing the Debtors' intangible and intellectual property
assets.

As reported in the Troubled Company Reporter on June 13, 2012,
Hilco Streambank will:

   a. work with the Debtors' management and advisors to collect
      and secure all of the available information and data
      concerning the IP Assets;

   b. prepare marketing materials designed to advertise the
      availability of the IP Assets for sale, assignment, license,
      or other disposition;

   c. develop and execute a sales and marketing program designed
      to elicit proposals to acquire the IP Assets from qualified
      acquirers with a view toward completing one or more sales,
      assignments, licenses, or other dispositions of the IP
      assets within the next four to six months;

   d. assist the Debtors in connection with the transfer of the IP
      assets to the acquirer(s) who offer the highest or otherwise
      best consideration for the IP Assets; and

   e. be responsible for all execution of all marketing and sales
      activities related to the marks.

For purposes of clarification, the IP Sale Services will not be
duplicative of:

   -- the investment banking and consulting services for which the
      Debtors have retained Quarton Partners, LLC as investment
      banker to the Debtors.  Further, no Success Fee is payable
      to Hilco Streambank if a success fee is also payable to
      Quarton.

   -- the marketing and sales services for which the Debtors have
      retained Heritage Global Partners, Inc.; Hilco Industrial,
      LLC; Maynards Industries (1991) Inc.; Counsel RB Capital,
      LLC; and Van Acker Associates (the auctioneers).  Further,
      no Success Fee is payable to Hilco Streambank if a
      transaction fee is also payable to the auctioneers.

Hilco Streambank will be paid:

   a. a management fee of $20,000 per month commencing on May 1,
      2012.

   b. a success fee upon the completed sale or sales of
      some or all of the IP Assets.

In addition, the Debtors will reimburse Hilco Streambank's
reasonable and customary expenses incurred in connection with the
performance of the services required under the IP Sale Agreement,
including, but not limited to, reasonable expenses of marketing,
advertising, economy travel and transportation; long distance
telephone charges; postage and courier/overnight express fees

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

                       About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

An official committee of unsecured creditors has been appointed in
the case.  Foley and Lardner, LLP represents the Committee.
Scouler & Company, LLC, serves as financial advisor.

A group of shareholders had asked a bankruptcy judge to allow it
to form an official committee with lawyers and expenses paid for
by the company.

The company had estimated in court papers that it was worth
$986 million, based on nearly $800 million of investment in the
manufacturing unit.

The Debtors disclosed that they had canceled the auction of the
going concern sale of USO and discontinued the court-approved sale
process because of the failure to receive an acceptable qualified
bid by the bid deadline.  Quarton Partners, the companies'
investment banker, is continuing to work with prospective buyers
on alternative transactions.  In addition, the companies have
retained auction services provider Hilco Industrial to prepare for
an orderly sale of the companies' assets.


ENERGY CONVERSION: McDonald Hopkins Approved as Conflicts Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Energy Conversion Devices, Inc., and United Solar
Ovonic, LLC, to employ McDonald Hopkins PLC as conflicts counsel
for ECD in matters that may arise for which ECD's general
bankruptcy counsel, Honigman Miller Schwartz and Cohn LLP, may be
conflicted from representing ECD.

To the best of Debtors' knowledge, McDonald Hopkins does not have
any other connection with the Debtors, their creditors, any other
party in interest or their attorneys and accountants, the U.S.
Trustee, or any person employed in the office of the U.S. Trustee.

                       About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

An official committee of unsecured creditors has been appointed in
the case.  Foley and Lardner, LLP represents the Committee.
Scouler & Company, LLC, serves as financial advisor.

A group of shareholders had asked a bankruptcy judge to allow it
to form an official committee with lawyers and expenses paid for
by the company.

The company had estimated in court papers that it was worth
$986 million, based on nearly $800 million of investment in the
manufacturing unit.

The Debtors disclosed that they had canceled the auction of the
going concern sale of USO and discontinued the court-approved sale
process because of the failure to receive an acceptable qualified
bid by the bid deadline.  Quarton Partners, the companies'
investment banker, is continuing to work with prospective buyers
on alternative transactions.  In addition, the companies have
retained auction services provider Hilco Industrial to prepare for
an orderly sale of the companies' assets.


ENERGY CONVERSION: Signature OK'd as Real Estate Brokers
--------------------------------------------------------
The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the
Eastern District of Michigan authorized Energy Conversion Devices,
Inc., and United Solar Ovonic LLC to employ Signature Associates,
L.L.C., as real estate consultants and brokers.

As reported in the Troubled Company Reporter on March 16, 2012,
Signature will, among other things, provide the Debtors with
strategic consulting, financial analysis, transaction management
and disposition services for the numerous buildings, properties
and facilities located in North America and Europe that are
currently occupied, owned or utilized by the Debtors.  Signature
will also provide the Debtors with brokerage services for the land
and premises commonly referred to as 10 Clark Road, Battle Creek,
Michigan, consisting of a 267,672 square foot building on 45 gross
acres of land pursuant to the exclusive listing agreement for
sale, dated July 21, 2011, as amended by the exclusive listing
agreement extension -- sale dated Jan. 5, 2012.  The real estate
services and the brokerage services are necessary for the Debtors
to maximize the value of their estate; improve the administration
of key facilities; assist the Debtors in efficiently and
effectively using their resources and personnel; and facilitate
disposition of the properties.

The Debtors intend to compensate Signature for its service under
the real estate service agreement based upon completion of the
transactions that result from Signature's performance of the real
estate services.  These transaction fees will be paid out of the
funds received by the Debtors at the closing of the applicable
transaction, either though the Debtors or the third-party, as the
circumstances require.  In the sale of a property or lease, the
transaction fees to be paid to Signature, and any required
cooperating or local broker, are based on the cash received by the
Debtors and range from 3.5% - 6% in total.  Upon a rent reduction
or lease modification, Signature earns 8% of the net savings to
the Debtors as agreed to by the Debtors and Signature and payable
in three installments within 60 days of the closing date of the
transaction.  In any sublease brokered by Signature, Signature
will receive 6% of the aggregate rental for the first five years
and 3% for the next five years or any renewal period.  Each
individual transaction fee is capped at $300,000, excluding any
payments by Signature to cooperating or local brokers.

Fees for appraisal services requested by the Debtors will be
mutually agreed upon with the Debtors and will not exceed $25,000.

The Debtors intend to compensate Signature for its services under
the listing agreement by paying Signature a commission of 6% of
the aggregate sale price of the Battle Creek property in a sale or
option to purchase granted within 90 days after expiration or
termination of the listing agreement to a purchaser known to the
Debtors to have been shown the Battle Creek property by Signature
during the term of the listing agreement.  Compensation will be
payable upon the closing of a sale transaction and will be paid
out of the sale proceeds.

The Court also ordered that Signature will only be compensated for
the disposition services and brokerage services out of the funds
received by the Debtors at the closing of the applicable
transaction, either through the Debtors or the third-party, as the
circumstances require, based on these commission percentages:

   a. In the sale of a property or lease, Signature, and any
      required cooperating or local broker, will be paid (i) 6% if
      gross proceeds are less than $10,000,000; (ii) 4.5% if gross
      proceeds are between $10,000,000 to $20,000,000; and (iii)
      3.5% if gross proceeds are greater than $20,000,000;

   b. Signature will earn a commission of 6% of the aggregate
      sale price of the Battle Creek Property in a sale or option
      to purchase granted within 90 days after expiration or
      termination of the Battle Creek Listing Agreement to a
      purchaser known to the Debtors to have been shown the Battle
      Creek Property by Signature during the term of the Battle
      Creek Listing Agreement;

   c. Signature will earn a commission of 6% of the aggregate
      sale price of the Greenville Property in a sale or option to
      purchase granted within 90 days after expiration or
      termination of the Greenville Listing Agreement to a
      purchaser known to the Debtors to have been shown the
      Greenville Property by Signature during the term of the
      Greenville Listing Agreement;

   d. Each individual transaction fee is capped at $300,000,
      excluding any payments by Signature to cooperating or local
      brokers, which may not include other brokers at Signature;

   e. Signature will not earn any commission for any rent
      reduction or lease modification; and

   f. Any payment to a cooperating or local broker under the
      Battle Creek Listing Agreement or Greenville Listing
      Agreement, as applicable, will be made by Signature.

John Boyd, Signature Executive Vice President, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                       About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

An official committee of unsecured creditors has been appointed in
the case.  Foley and Lardner, LLP represents the Committee.
Scouler & Company, LLC, serves as financial advisor.

A group of shareholders had asked a bankruptcy judge to allow it
to form an official committee with lawyers and expenses paid for
by the company.

The company had estimated in court papers that it was worth
$986 million, based on nearly $800 million of investment in the
manufacturing unit.

The Debtors disclosed that they had canceled the auction of the
going concern sale of USO and discontinued the court-approved sale
process because of the failure to receive an acceptable qualified
bid by the bid deadline.  Quarton Partners, the companies'
investment banker, is continuing to work with prospective buyers
on alternative transactions.  In addition, the companies have
retained auction services provider Hilco Industrial to prepare for
an orderly sale of the companies' assets.


ENTERTAINMENT PROPERTIES: Fitch Affirms 'B' Rating on Pref. Stock
-----------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Entertainment
Properties Trust (NYSE: EPR) as follows:

  -- Issuer Default Rating (IDR) at 'BBB-';
  -- Unsecured revolving line of credit at 'BBB-';
  -- Senior unsecured term loan at 'BBB-';
  -- Senior unsecured notes at 'BBB-';
  -- Preferred stock at 'BB'.

The Rating Outlook is Stable.

The affirmation of EPR's IDR at 'BBB-' is driven by the consistent
cash flows generated by the company's triple-net leased megaplex
movie theatres and charter schools, together with the cash flows
from the company's other recreational and entertainment-based
investments, which are solidly in excess of the company's fixed
charges.  The affirmation also takes into account credit concerns
including idiosyncratic risks involved with charter school
investments and the company's investment in asset classes that are
likely less liquid and financeable during periods of potential
financial stress.

For the 12 months ended March 31, 2012, EPR's fixed charge
coverage ratio was 2.5 times (x) compared with 2.5x and 2.3x for
the years ended Dec. 31, 2011 and 2010, respectively.  This
coverage is solid for a 'BBB-' IDR.  Fitch projects that EPR's
fixed charge coverage ratio will improve slightly over the next
12-to-24 months due primarily to the spread on new acquisitions
over the cost of financing, and assuming future acquisitions are
effected on a leverage-neutral basis.  Fitch defines fixed charge
coverage as recurring operating EBITDA less recurring capital
expenditures, non-cash interest income and straight-line rent
adjustments, divided by interest incurred and preferred stock
dividends.

EPR has a manageable lease expiration profile. Of the company's
megaplex theatre revenue, which represents 63% of total revenue,
the majority of leases expire beyond 2018.  Of the company's
charter school leases, which represent 11% of total revenue, all
leases expire after 2020. Historically, many tenants have chosen
to exercise their renewal options, which has mitigated re-leasing
risk and provided predictability to portfolio-level cash flows.
That said, there is a risk that expiring leases are not renewed,
or are renewed on less favorable terms to EPR given that a
theatre's performance may have weakened during the term of the
long-term lease.

The company's leverage, measured as net debt to trailing 12 months
recurring operating EBITDA was 4.7x as of March 31, 2012, up from
4.4x and 4.6x as of Dec. 31, 2011 and 2010, respectively.  The
small uptick is a result of EPR funding acquisitions primarily
with debt over the last year.  Fitch projects that EPR's leverage
will be in the mid- to high-4.0x range over the next 12-to-24
months, which would remain appropriate for the 'BBB-' IDR.

EPR has solid contingent liquidity from its unencumbered property
pool. Unencumbered asset coverage of net unsecured debt would be
2.1x utilizing a stressed 12% capitalization rate on unencumbered
NOI from the owned property portfolio, a ratio that is strong for
a 'BBB-' IDR.  The company also has $364 million book value of
unencumbered mortgage notes receivable that are currently
performing.  Including 75% of these unencumbered assets to reflect
the cash-flowing nature of these investments would improve
unencumbered asset coverage to approximately 2.6x, which would
also be strong for a 'BBB-' IDR.

The company has a well-laddered debt maturity profile.  Aside from
2017 and 2020, when the $240 million unsecured term loan and $250
million of unsecured senior notes expire, annual debt maturities
do not account for more than 13.1% of total debt in any given
year, alleviating refinance risk.  Over the next five years 51% of
total debt will mature, the majority of which is comprised of
mortgages.  EPR intends to further migrate towards an unsecured
funding model, and will likely use unsecured debt to repay these
mortgages, broadening the unencumbered asset pool.

Fitch calculates that EPR's sources of liquidity (unrestricted
cash, availability under its unsecured revolving credit facility,
expected retained cash flows from operating activities after
dividend payments) cover uses of liquidity (pro rata debt
maturities and expected capital expenditures) by 2.0x for the
period from April 1, 2012 to Dec. 31, 2013.  This strong liquidity
surplus is driven in large part by a mostly undrawn unsecured
revolving credit facility, and further reflects manageable debt
maturities and the relatively low capital-intensive nature of
EPR's business.

In addition, the covenants under EPR's credit agreements do not
limit financial flexibility.  As of March 31, 2012, the company
was well within its covenants for the revolving credit facility,
term loan and senior unsecured notes.

EPR currently faces increased risk from its largest charter school
tenant.  Imagine Schools, Inc.  Imagine is the lessee of 82% of
EPR's charter schools as of March 31, 2012, and recently closed or
is in the process of closing nine schools due to poor academic
performance. With EPR's approval, Imagine can sell, sub-lease or
substitute non-performing schools with performing schools on the
nine assets.  Although EPR is relatively well protected by a
master lease structure, currently good cash flow coverage, and a
letter of credit, these closings are indicative of idiosyncratic
risks of charter school investments.

The ratings also take into consideration a certain degree of
tenant concentration.  The company's two largest theatre operators
collectively accounted for 43% of total revenues in the first
quarter of 2012.  Rental revenues from American Multi-Cinema, Inc.
(AMC; IDR of 'B' with a Negative Rating Outlook) comprised 33% of
total revenue and Rave Cinemas accounted for 10% of total
revenues.  Imagine, EPR's largest public charter school operator,
accounted for 9% of total revenue in the first quarter of 2012.
Given that most of EPR's top tenants are either unrated or have
below-investment grade ratings, the potential for corporate
default, bankruptcy and lease rejection could reduce EPR's rental
revenues.

One mitigant to this risk is that on a portfolio basis, property-
level EBITDAR covers rent payments by a healthy margin for nearly
all of EPR's theatre and charter school assets, indicative of
solid four-wall profitability.  Box office revenues have been
relatively resilient over the last decade, as total box office
revenues have risen or stayed flat in eight of the last 10 years,
indicative of stability in operator top-line cash flows.  In
addition, no theatre tenant has ever missed a lease payment since
EPR's formation in 1997, and no tenants on a portfolio-wide basis
have EBITDAR coverage of rent below 1.0x.

The company's real estate investments are in, or are backed by
mostly non-core property types (e.g., megaplex movie theatres,
charter schools, wineries, ski areas and waterparks) and thus may
be less liquid or financeable in periods of company or market
stress.  The demonstrated alternative use of certain of the
company's assets may be limited, absent the company incurring
costs to attract new non-theatre tenants, despite EPR's theatre
properties typically being well-located and having high-quality
amenities.

The Stable Outlook reflects Fitch's expectation that leverage will
stay relatively unchanged and coverage will increase above 2.5x,
over the next 12-to-24 months, metrics that are appropriate for a
'BBB-' IDR.  The company's unencumbered asset coverage of
unsecured debt will likely decline slightly as the company repays
mortgages with unsecured debt, but will remain appropriate for the
'BBB-' IDR.  In addition, the company has strong liquidity and
good demonstrated access to capital, mitigating potential
refinance risk.

The two-notch differential between EPR's IDR and its preferred
stock rating is consistent with the 'Treatment and Notching of
Hybrids in Nonfinancial Corporate and REIT Credit Analysis'
Criteria Report dated Dec. 15, 2011, as EPR's preferred securities
have cumulative coupon deferral options exercisable by EPR and
thus have readily triggered loss absorption provisions in a going
concern.

The following factors may have a positive impact on the ratings or
Outlook:

  -- Net debt to recurring operating EBITDA sustaining below
     4.0x;
  -- Fixed charge coverage sustaining above 3.0x;
  -- Growth in the unencumbered portfolio, particularly in
     the megaplex movie theatre portfolio.

The following factors may have a negative impact on the ratings or
Outlook:

  -- Net debt to recurring operating EBITDA sustaining above
     5.5x;
  -- Fixed charge coverage sustaining below 2.2x;
  -- A sustained liquidity coverage ratio of below 1.0x.
  -- A weakening in the credit quality of EPR's tenants;
  -- The company deviating materially from its core strategy
     of acquiring theatres, charter schools and other
     entertainment-based assets.


EPIC WINGS: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Epic Wings, LLC
        aka Wild Wings Cafe - Uptown
        20 Rum Row
        Hilton Head Island, SC 29928

Bankruptcy Case No.: 12-03904

Chapter 11 Petition Date: June 22, 2012

Court: U.S. Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Robert E. Culver, Esq.
                  THE CULVER FIRM, PC
                  575 King Street, Suite A
                  Charleston, SC 29403
                  Tel: (843) 853-9816
                  E-mail: bob@culverlaw.net

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 13 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/scb12-03904.pdf

The petition was signed by Peter Verhoeven, managing member.


EQUITABLE OF IOWA: Fitch Keeps 'BB' Rating on Trust Pref. Stock
---------------------------------------------------------------
Fitch Ratings has assigned a long-term Issuer Default Rating (IDR)
of 'BBB' to ING U.S., Inc. (ING U.S.).  Fitch has maintained the
Rating Watch Evolving status on all ratings, including the Insurer
Financial Strength (IFS) ratings for ING U.S.'s life insurance
company subsidiaries.

Fitch's Rating Watch Evolving is based on uncertainty over ING
U.S.'s pending change in ownership and concern over weakness in
the company's operating performance.  Based on an agreement with
the European Commission, ING Group has agreed to divest its global
insurance operations by the end of 2013.  Fitch expects that the
divestiture of ING U.S. will most likely occur via IPO.

ING U.S.'s standalone credit profile reflects the material
progress ING Verzekeringen, the parent insurance holding company,
has made in restructuring the U.S. life insurance operations in
preparation for a potential IPO.  ING U.S. has strengthened
statutory capitalization, improved operating profitability in its
ongoing businesses and reduced intercompany financial leverage.
Further, Fitch believes that management has made good progress
reducing the risk profile of current product offerings and
mitigating capital and earnings volatility related to its closed
block variable annuity businesses with increased hedging and the
write-down of deferred acquisition costs.

ING U.S.'s ratings reflect the company's adequate statutory
capitalization on the aggregate U.S. insurance operations
including captives, large scale and solid business profile in
retirement and individual life markets, and improving operating
earnings performance within the core businesses.  ING US has also
improved the credit quality of its investment portfolio through
reduced exposure to commercial mortgage backed securities (CMBS),
subprime residential mortgage backed securities and alternative
investments.

Fitch's ratings anticipate that a group rating approach for ING
U.S. companies would be the most likely result of an IPO with all
operating subsidiaries receiving a similar rating.

In the event that legal entity and product line restructuring
occurs, individual companies receiving ongoing business lines with
adequate capital profile and business outlooks could expect to be
affirmed at current ratings levels.  Those companies restructured
to contain mainly runoff businesses/closed blocks could expect to
be downgraded at least one notch depending on the resulting
capital profile and business outlook.

The key rating triggers that could result in a downgrade include:

  -- A decline in reported RBC below 385%;
  -- Financial leverage exceeding 30%-35% resulting after the IPO;
  -- Significant adverse operating results;
  -- Further material reserve charges required in
     insurance/variable annuity books or a significant weakening
     of distribution channel or scale advantages.

The key rating triggers that could result in an upgrade include:

  -- Increased operating profitability and generation of
     consistent statutory capital;
  -- A reported RBC above 450%, and financial leverage below 25%;
  -- Private sale of closed block book at good value with boost to
     capitalization and reduction in volatility and risk;
  -- Acquisition of ING U.S. by a higher rated entity outside of
     IPO.

The rating actions are as follows:

Fitch has assigned:
ING U.S., Inc.

  -- Long-term IDR at 'BBB'; Rating Watch Evolving.

Maintain Rating Watch Evolving:

ING Life Insurance and Annuity Company
ING USA Annuity and Life Insurance Company
ReliaStar Life Insurance Company
ReliaStar Life Insurance Company of New York
Security Life of Denver Insurance Company

  -- Insurer Financial Strength (IFS) at 'A-'; Rating Watch
     Evolving.

Equitable of Iowa Companies, Inc.

  -- Long-term IDR at 'BBB'; Rating Watch Evolving.

Equitable of Iowa Companies Capital Trust II

  -- 8.424% Trust preferred stock at 'BB'; Rating Watch Evolving.


FAIRVIEW APARTMENTS: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fairview Apartments, Inc.
        372 North Main Street
        Lodi, NJ 07644

Bankruptcy Case No.: 12-26158

Chapter 11 Petition Date: June 26, 2012

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

Judge: Novalyn L. Winfield

Debtor's Counsel: Richard J. Kwasny, Esq.
                  KWASNY REILLY HAFT & SACCO
                  53 South Main Street
                  Yardley, PA 19067
                  Tel: (215) 321-0300
                  Fax: (215) 321-9336
                  E-mail: kwasnylaw@aol.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 its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/njb12-26158.pdf

The petition was signed by Wilfredo Alvarez,
president/shareholder.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
180 Prospect Realty, Inc              12-26157
116 Prospect Realty, Inc.             12-26154
State Properties 2005, LLC            12-26159


FNB UNITED: Added to Russell Indices; Issues $7.3MM Common Shares
-----------------------------------------------------------------
FNB United Corp. was added to the Russell 3000 Index, the Russell
2000 Index, the Russell Global Index and the Russell Microcap
Index when Russell Investments reconstituted its comprehensive set
of U.S. and global equity indexes.

Russell indices are widely used by investment managers and
institutional investors for both index funds and as benchmarks for
passive and active investment strategies.  In the institutional
marketplace, an industry leading $3.9 trillion in assets currently
are benchmarked to them.  The Company will hold its membership in
the Indices until Russell reconstitutes them again in June 2013.

The annual reconstitution of the Russell 3000 captures the 3,000
largest U.S. stocks as of the end of May, ranking them by total
market capitalization.  The largest 1,000 companies in the ranking
comprise the Russell 1000 and the next 2,000 companies become the
Russell 2000.  The Russell 3000 also serves as the U.S. component
to the Russell Global Index.

In addition, between May 21, 2012, and June 26, 2012, the Company
issued $7.29 million of common stock through its "At The Market"
offering.  The net proceeds from the offering have been
contributed to CommunityOne Bank, N.A.

                          About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

FNB United reported a net loss of $137.31 million in 2011, a net
loss of $131.82 million in 2010, and a net loss of $101.69 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$2.38 billion in total assets, $2.26 billion in total liabilities
and $117.97 million in total shareholders' equity.


FONAR CORP: Five Directors Elected at Annual Meeting
----------------------------------------------------
The annual meeting of Stockholders of Fonar Corporation was held
on June 25, 2012, at the Double Tree Hotel, Wilmington Downtown,
700 King Street, Wilmington, Delaware 19801. At the meeting, the
stockholders elected Raymond V. Damadian, M.D., Claudette J. V.
Chan, Robert J. Janoff, Charles N. O'Data and Ronald G. Lehman,
all of whom were sitting directors, as the directors of the
Company.  The stockholders also ratified the selection of Marcum
LLP as the Company's auditors for the fiscal year ending June 30,
2012.

                         About FONAR Corp.

FONAR was incorporated in 1978, making it the first, oldest and
most experienced MRI company in the industry.  FONAR introduced
the world's first commercial MRI in 1980, and went public in 1981.
Since its inception, nearly 300 recumbent-OPEN MRIs and 150
UPRIGHT(R) Multi-Position(TM) MRI scanners worldwide have been
installed.  FONAR's stellar product line includes the Upright(TM)
MRI (also known as the Stand-Up(TM) MRI), the only whole-body MRI
that performs Position(TM) imaging (pMRI(TM)) and scans patients
in numerous weight-bearing positions, i.e. standing, sitting, in
flexion and extension, as well as the conventional lie-down
position.

After auditing the financial statements for fiscal 2011, the
Company's independent auditors expressed substantial doubt about
the Company's ability to continue as a going concern.  Marcum,
LLP, in New York, noted that the Company has negative working
capital at June 30, 2011, and is dependent on asset sales to fund
its operations.

The Company's balance sheet at March 31, 2012, showed
$34.82 million in total assets, $24.16 million in total
liabilities and $10.65 million in total stockholders' equity.


FOREST AVENUE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Forest Avenue Development, LLC
        209 Wagner Avenue
        Mamaroneck, NY 10543

Bankruptcy Case No.: 12-23186

Chapter 11 Petition Date: June 26, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jsp@rattetlaw.com

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

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

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

The petition was signed by Michael P. Castaldi, managing member.


FULLER BRUSH: Has Plan Exclusivity Until Sept. 19
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fuller Brush Co. prevailed on the bankruptcy judge to
grant an exclusivity motion and extend the exclusive right to
propose a reorganization plan until Sept. 19.  Fuller Brush
previously said Victory Park Capital Advisors LLC intends to buy
the business in exchange for debt.

                  About The Fuller Brush Company

The Fuller Brush Company -- http://www.fuller.com/-- sells
branded and private label products for personal care, commercial
and household cleaning and has a current catalog of 2,000 cleaning
products.  Some of Fuller's retail partners include Home Trends,
Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime
Solutions, Vermont Country Store and Starcrest.

Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush
Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in
Manhattan on Feb. 21, 2012.  Fuller Brush filed for bankruptcy
five years after the company was taken over by private equity firm
Buckingham Capital Partners.

Fuller said it will be business as usual while undergoing Chapter
11 restructuring.  But it said that while in reorganization, it
intends to trim about half of the current catalog of cleaning
products.

Fuller, which has 180 employees as of the Chapter 11 filing,
disclosed $22.9 million in assets and $50.9 million in debt.

Herrick Feinstein LP is the Debtor's bankruptcy counsel.  The
official committee of unsecured creditors tapped Kelley Drye &
Warren LLP as counsel.

The reorganization is being financed with a $5 million loan from
an affiliate of Victory Park Capital Advisors LLC, the secured
lender owed $22.7 million that plans to buy the business
in exchange for debt.


GENERAL MARITIME: Levi & Korsinsky to Seek Lead Plaintiff Position
------------------------------------------------------------------
Levi & Korsinsky disclosed that a class action lawsuit has been
commenced in the U.S. District Court for the Southern District of
New York on behalf of investors who purchased General Maritime
Corporation securities between May 10, 2010 and Nov. 16, 2011.

Lead Plaintiff Filing Deadline: August 27, 2012

The complaint alleges that, during the Class Period, certain
members of the Board and other officers made materially false and
misleading statements regarding the Company's business and
financial results.  Specifically, the Complaint alleges that the
defendants made statements that General Maritime's cash balances,
operating cash flows and available borrowings were sufficient to
meet the Company's liquidity needs for late 2011 and early 2012,
when there was no reasonable basis to believe so.  Then on
November 17, 2011, the Company had a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code, thus
completely eliminating all of the Company's equity.

If you suffered a loss in General Maritime you have until Aug. 27,
2012 to request that the Court appoint you as lead plaintiff.
Your ability to share in any recovery doesn't require that you
serve as a lead plaintiff.  To obtain additional information,
contact Joseph E. Levi, Esq. either via email at jlevi@zlk.com or
by telephone at (877) 363-5972, or visit
http://zlk.9nl.com/general-maritime-gmrrq

Levi & Korsinsky is a national firm with offices in New York and
Washington D.C.  The firm has extensive expertise in prosecuting
securities litigation involving financial fraud, representing
investors throughout the nation in securities and shareholder
lawsuits.

                    About General Maritime

New York-based General Maritime Corporation, through its
subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.
The Creditors Committee also tapped Lowenstein Sandler PC as
special conflicts counsel.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.

General Maritime emerged from Chapter 11 protection in May 2012.
The Plan reflects the terms of a global settlement among the
Company's main creditor constituencies.  The plan gives unsecured
creditors $6 million in cash, 25 of the new stock, and warrants
for another 3%, for a predicted 5.41% recovery.


GOLD RESERVE: Shareholders Approve Restructuring of Debt
--------------------------------------------------------
Gold Reserve Inc. disclosed that the shareholders of the Company
overwhelmingly approved all items voted on at the Company's Annual
and Special Meeting held, including the restructuring of the
Company's 5.5% Senior Subordinated Convertible Notes due 2022.

The five matters voted on at the meeting included the election of
Directors, appointment of the auditors, approval of the Equity
Incentive Plan, approval of the Amendment to the Shareholder
Rights Plan, and the restructuring of the Notes.  67.6% of the
shares outstanding voted at the meeting and all five matters were
approved by at least 95% of the vote with the restructuring of the
Notes being approved by over 99% of the vote.

Doug Belanger, President, stated, "We anticipate that the
restructuring will allow us to accomplish our objective of
minimizing shareholder dilution resulting in less than 73 million
shares of common stock outstanding or approximately 80 million on
a fully diluted basis.   We are very pleased to have obtained the
support of our shareholders and noteholders for the debt
restructuring. Upon the completion of the restructuring we will
continue to pursue our $2.1 billion arbitration claim against the
Bolivarian Republic of Venezuela for the expropriation of the
Company's Brisas project and other mining projects to become an
operating company."


GOLDEN OAKS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Golden Oaks Senior Living Community, LLC
        2801 Redbird
        Enid, OK 73703

Bankruptcy Case No.: 12-13143

Chapter 11 Petition Date: June 25, 2012

Court: U.S. Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Sarah A. Hall

Debtor's Counsel: Craig Riffel, Esq.
                  MITCHEL GASTON RIFFEL & RIFFEL, PLLC
                  3517 W. Owen K Garriott, Suite One
                  Enid, OK 73703
                  Tel: (580) 234-8447
                  Fax: (580) 234-5547
                  E-mail: criffel@westoklaw.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 its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/okwb12-13143.pdf

The petition was signed by Michael G. Miller, member/manager.


GUIDED THERAPEUTICS: Extends Warrant Exchange Offer to July 5
-------------------------------------------------------------
Guided Therapeutics, Inc., has extended its exchange offer for
certain of its outstanding warrants to purchase up to an aggregate
of approximately 28.4 million shares of its common stock.  The
warrants eligible for exchange have an exercise price of $0.65 per
share and exercise periods ending on July 26, 2012, or March 1,
2013.

The exchange offer will now expire at 5:00 p.m. (Eastern) on
Thursday, July 5, 2012, unless extended.  The purpose of this
extension is to allow holders of eligible warrants additional time
to tender their warrants for exchange.

Notice of the extension is being provided to all holders of
eligible warrants pursuant to a Supplemental Letter to Holders of
Original Warrants.  No other changes to the exchange offer are
being made at this time and the offer remains subject to the terms
and conditions set forth in the Offer to Exchange, the documents
referred to therein and all other documents related to the
exchange offer.

As of June 27, 2012, holders of eligible warrants exercisable to
purchase approximately 10,305,040 shares of the Company's common
stock had tendered those warrants for exchange.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

In its report on the Company's 2011 Form 10-K, UHY LLP, in
Sterling Heights, Michigan, noted that the Company's recurring
losses from operations and accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $6.64 million in 2011, compared
with a net loss of $2.84 million in 2010.

The Company's balance sheet at March 31, 2012, showed $3.08
million in total assets, $2.17 million in total liabilities and
$908,000 in total stockholders' equity.

                         Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the fourth quarter of 2012, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under the Konica Minolta development agreement and
additional NCI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
that a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate or
file for bankruptcy protection.


GW PARTNERS: Plan of Reorganization Wins Court Approval
-------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida approved the Disclosure Statement and
confirmed GW Partners Ltd 1, et al.'s Chapter 11 Plan, as twice
amended.

According to the Second Amendment to the Plan, Fifth Third, or its
successor or assigns, will receive relief from the automatic stay
on June 6, 2012, to allow Fifth Third, or its successor or
assigns, to immediately proceed in the state court action, pending
in the Circuit Court of the Fifth Judicial Circuit in and for Lake
County, Florida, for the entry of a final judgment of foreclosure,
and to schedule a foreclosure sale for a date no earlier than
Sept. 6, 2012.  The holder of the Claim will receive on account of
and in full satisfaction of the Claim cash in the amount of:

   a. if the Effective Date is on or before June 30, 2012, then
      $432,273;

   b. if the Effective Date is after June 30, 2012, and on or
      before the July 31, 2012, then $455,024;

   c. if the Effective Date is after July 31, 2012, and on or
      before Aug. 31, 2012, then $493,616.

   d. if the Effective Date is after Aug. 31, 2012, then
      $493,616 and such additional amounts as may be determined
      under applicable non-bankruptcy law.

A full-text copy of the Second Amendment to the Plan is available
for free at http://bankrupt.com/misc/GWPARTNERS_plan_2amended.pdf

The Court also overruled objections filed by creditors: (a)
Peachtree Jacksonville, LLC; (b0 MK Gas LLC; (c) 1st United Bank,
successor to Anderen Bank; (d) NRG Investment Partners, LLC,
successor to Regions Bank; and (e) Chevron Products Company.

Further, the Court ordered that these motions are denied or
withdrawn as moot:

   1. motions to dismiss case filed by these creditors: (a)
      SunTrust Bank; (b) Peachtree Jacksonville, LLC; (c) Fifth
      Third Bank; and (d) NRG Investment Partners;

   2. motions for stay relief or adequate protection filed by
      these creditors: (a) SunTrust Bank; (b) MK Gas LLC; (c)
      Fifth Third Bank; and (d) 1st United Bank;

   3. motions by Peachtree Jacksonville LLC to: (a) prohibit use
      of cash collateral; and (b) estimate claim; and

   4. motion by Debtors to approve adequate protection agreement
      with SunTrust.

Additionally, the Court ordered that to the extent the automatic
stay continues following entry of the order, the automatic stay is
terminated in all respects, without further hearing, notice, or
order, effective Sept. 1, 2012.

                        About GW Partners

Apopka, Florida-based GW Partners Ltd 1 owns real estate and
improvements in Kissimmee and Leesburg, Florida.  GW filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Lead Case
No. 12-02045) on Feb. 17, 2012.  Attorneys at Wolff, Hill,
Mcfarlin & Herron, P.A., serve as bankruptcy counsel to the
Debtors.  GW Partners estimated assets and debts at $10 million to
$50 million as of the Chapter 11 filing.


HAMPTON ROADS: CapGen Capital Now Has 37.5% Ownership
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, CapGen Capital Group VI LP, CapGen Capital
Group VI LLC, and Eugene A. Ludwig disclosed that, as of June 27,
2012, they beneficially own 39,752,106 shares of common stock of
Hampton Roads Bankshares which represents 37.5% of the shares
outstanding.  The calculation of the percentage of outstanding
shares is based on 34,561,145 shares of common stock outstanding
as of May 17, 2012, plus 71,428,572 shares issued on June 27,
2012, in the private placement.

On June 27, 2012, pursuant to the terms of the Standby Purchase
Agreement, CapGen LP completed its purchase of 33,710,394 shares
of common stock from the Company in the Private Placement that
comprises a part of the capital raise and surrendered all of its
outstanding warrants.

CapGen Capital previously reported beneficial ownership of
163,563,002 common shares or a 19.3% equity stake as of Dec. 30,
2010.

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

                        http://is.gd/6hjnqV

                   About Hampton Roads Bankshares

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

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

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

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at March 31, 2012, showed $2.13
billion in total assets, $2.02 billion in total liabilities and
$105.29 million in total shareholders' equity.


HEMCON MEDICAL: Miller Nash Approved as IP Counsel
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
HemCon Medical Technologies, Inc., to employ Miller Nash, LLP, as
special purpose counsel, in connection with corporate,
intellectual property, litigation, contract, employment,
securities, tax, and merger and acquisition matters

As reported in the Troubled Company Reporter on June 5, 2012,
Miller Nash will be paid these hourly rates:

           Partners                        $280 - $575
           Associates                      $210 - $330
           Paralegals                      $125 - $230
           Meghan Williams                     $76

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

                 About HemCon Medical Technologies

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.

Robert D. Miller Jr., U.S. Trustee for Region 18 appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of HemCon Medical Technologies, Inc.  The
Committee has appointed Marine Polymer as its chair.


HEMCON MEDICAL: Obsidian Finance Approved as Financial Consultant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
HemCon Medical Technologies, Inc., to employ Obsidian Finance
Group, LLC, as its financial consultant, effective as of April 25,
2012.

As reported in the Troubled Company Reporter on June 5, 2012,
Obsidian Finance will perform an analysis of Debtor's financial
situation and provide critical advice to Debtor and its management
on the prospects for a successful reorganization and satisfaction
of claims in this case for these hourly rates:

           Senior Principals                    $600
           Vice Presidents                      $450
           Assistant Vice Presidents            $400
           Project Analysts/Associates       $200 - $300
           Administrative                    $100 - $125

                 About HemCon Medical Technologies

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.

Robert D. Miller Jr., U.S. Trustee for Region 18 appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of HemCon Medical Technologies, Inc.  The
Committee has appointed Marine Polymer as its chair.


HEMCON MEDICAL: Tonkon Torp Approved as Bankruptcy Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
HemCon Medical Technologies, Inc., to employ Tonkon Torp LLP as
Chapter 11 counsel, nunc pro tunc to April 10, 2012.

As reported in the Troubled Company Reporter on June 5, 2012,
Tonkon Torp will, among other things, advise the Debtor on its
debt restructuring and render the Debtor general legal services
for these hourly rates:

           Albert N. Kennedy, Partner           $475
           Michael W. Fletcher, Partner         $350
           Spencer Fisher, Paralegal            $125
           Leslie Hurd, Legal Asst/Paralegal     $90

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

                 About HemCon Medical Technologies

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.

Robert D. Miller Jr., U.S. Trustee for Region 18 appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of HemCon Medical Technologies, Inc.  The
Committee has appointed Marine Polymer as its chair.


HOUGHTON MIFFLIN: Case Moved to Boston Following Confirmation
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that what remains of the Houghton Mifflin Harcourt
Publishing Co. reorganization was sent Thursday to the U.S.
Bankruptcy Court in Boston.

The bankruptcy judge in New York ruled on June 22, the day after
he signed an order confirming Houghton's prepackaged plan, that
the case was improperly filed in New York. The judge said he would
send the case away officially when the reorganization plan was
implemented.

According to the report, there will be no further proceedings in
New York.  As a result, the bankruptcy judge in Boston, where the
company is based, will rule on professionals' fee requests.  The
New York judge decided he was required to send the case away
because none of the Houghton companies was incorporated in New
York and none had principal assets or a principal place of
business in Manhattan.

                       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.

Houghton Mifflin on June 22 obtained confirmation of its
prepackaged Chapter 11 reorganization plan.  The Debtor promptly
completed the Plan's closing conditions and emerged from
bankruptcy.  The plan gives ownership of the company to senior
secured creditors in exchange for debt.  Trade and other unsecured
creditors will be paid in full in the ordinary course of business.
Stockholders are receiving seven-year warrants for 5% of the stock
exercisable at a price equivalent to a $3.1 billion equity value
for the reorganized company.


HOUGHTON MIFFLIN: Exit From Bankruptcy Cues Fitch to Raise Ratings
------------------------------------------------------------------
Fitch Ratings has upgraded the long-term IDR on Houghton Mifflin
Harcourt Publishers Inc. (HMH) and its subsidiaries to 'B+' from
'D'.  The rating action follows HMH's exit from bankruptcy.  The
Rating Outlook is Stable.

HMH continues to be a leader in the K-12 educational material and
services sector, capturing 41% of its Association of American
Publishers addressable market.  Fitch believes investments made
into digital products and services will position HMH to take a
meaningful share of the rebound in the K-12 educational market.
Fitch's expects HMH will be able to, at a minimum, maintain its
market share.

Fitch expects Basal revenues to continue to decline in the mid to
high- single digits in 2012.  Under Fitch conservative base case,
total revenues decline in the low single digits can be
accommodated within the current ratings.  The education business
is in a cyclical trough.  Fitch believes that HMH and its peers
will benefit from the adoption of common core standards in
2014/2015.

Post-bankruptcy, HMH has materially more financial flexibility to
invest into digital content and new business initiatives.  These
investments into international markets and adjacent K-12
educational material markets may provide diversity away from
highly cyclical state and local budgets.

Fitch calculates post plate unadjusted gross leverage of 2.1x as
of March 31, 2012 (pro forma the restructuring).  Fitch expects
leverage to decline by years end, remaining above 1x. Funded debt
upon bankruptcy exit is $250 million in senior secured amortizing
term loans due 2018.

Fitch does not believe that the post-bankruptcy capital structure
will be permanent.  The current private equity ownership and the
risk to HMH's balance sheet from shareholder friendly actions.
Fitch believes the sponsors may look to extract shareholder
returns (leveraged dividend) prior to exiting their investment.
Fitch does not believe that such a transaction would occur in the
near term.

Key Rating Drivers:

  -- Revenue declines in the mid-single digits could result in
     rating pressures;

  -- Long term, meaningful diversification into international
     markets and into new business initiatives could lead to
     rating upgrades;

Liquidity consists of approximately $140 million in cash and HMH's
undrawn $250 million ABL facility.  Fitch expects 2012 ending cash
balance to be $350 million to $450 million.

Fitch's expects free cash flow (FCF) to continue to be negative in
2012.  This is impacted in part by cost associated with the new
debt issuance, bankruptcy filings and interest payments associated
with its previous $3.1 billion debt balance.  However, Fitch
expects FCF to turn positive by 2014.  Fitch's FCF expectations
incorporate expectation that HMH will invest in digital products
and adjacent K-12 educational material markets.  Fitch believes
HMH has sufficient liquidity to endure negative FCF over the next
one to two years.

Term loan facility provisions/covenants includes 1% annual
required amortization and a provision that requires 50% of excess
cash flow to be dedicated to reducing debt balances.  Starting in
2014, the excess cash flow repayment is not required if covenant
leverage is under 0.75x.  The agreement also includes, covenant
leverage of 2.25x (declining to 2x on Dec. 31, 2013); interest
coverage of 7x (increasing ultimately to 9x by March 31, 2014);
and change of control provision.  Fitch notes that the restricted
payments are primarily limited by the financial covenants and a
required minimum liquidity of $250 million.

Given the strong recovery prospects, the $250 million senior
secured term loan and the $250 million asset backed credit
facility is notched up to 'BB+/RR1' rating.  This Recovery Rating
analysis reflect a restructuring scenario (going-concern) and an
adjusted, distressed enterprise valuation of $1.4 billion using a
6 times (x) multiple.

Fitch has taken the following rating actions:

HMH Publishers

  -- IDR upgraded to 'B+' from 'D';
  -- Senior secured term loan assigned 'BB+/RR1';
  -- Senior secured asset backed revolver assigned 'BB+/RR1';
  -- Secured first lien credit facility 'C/RR4' ratings are
     withdrawn;
  -- Senior secured first lien notes 'C/RR4' ratings are
     withdrawn.

Houghton Mifflin Harcourt Publishing Company

  -- IDR upgraded to 'B+' from 'D'.

HMH Publishers LLC

  -- IDR upgraded to 'B+' from 'D'.

The Rating Outlook is Stable.


HOWELL TOWNSHIP, MI: Fitch Rates 3 LTGO Bond Classes at Low-Bs
--------------------------------------------------------------
Fitch Ratings has taken the following actions on the following
limited tax general obligation (LTGO) bonds for Howell Township,
Michigan (the township):

  -- $2.85 million LTGO bonds series 2004, to 'BB' from 'BBB';
  -- $16.48 million special assessment limited tax bonds, series
     2005, 2006, and 2007, to 'BB' from 'BBB';
  -- Implied unlimited tax general obligation bonds to 'BB+' from
     'BBB+'.

Fitch has also placed the bonds on Rating Watch Negative.

SECURITY

The special assessment bonds are secured by special assessments
associated with various special assessment districts.  They are
also secured, as are LTGO bonds, by ad valorem taxes levied on all
taxable property in the township (subject to statutory and
constitutional limitations).  Debt service on LTGO bonds has
historically been paid from revenues from the waste water
treatment plant that the bonds were issued to construct.

KEY RATING DRIVERS

PASSAGE OF ADDITIONAL MILLAGE CRUCIAL TO OPERATIONS: The
downgrades and Rating Watch Negative reflect Fitch's concerns that
without the passage of an additional millage, debt service
payments for the special assessment bonds will deplete available
reserves and significantly increase the probability of a default.

GENERAL FUND LIQUIDITY ADEQUATE: A loan was made to the
water/sewer (w/s) fund to pay debt service in 2011 and revenue
raising opportunities have been limited.  Nonetheless, the general
fund has maintained an adequate level of liquidity due to
expenditure reductions and careful cost containment practices.

RATE INCREASES HAVE NOT RESTORED STABILITY: The township has
raised utility rates and introduced a debt service fee for the w/s
fund.  However these increases have been insufficient to allow the
w/s fund to fully support LTGO bonds, as was intended.  Repayment
is therefore reliant on general fund support.

TAXABLE VALUES DECLINING: Past declines in taxable value (TV)
combined with a limited tax base are a concern as property tax
revenue is approximately 43% of general fund revenues.

REVENUE RAISING OPTIONS LIMITED: While general fund liquidity is
currently adequate, the one-notch distinction between the ULTGO-
implied rating and the LTGO rating reflects the limited level of
financial flexibility given that the township's revenue raising
options are restricted.

TOWNSHIP OPERATIONS LIMITED: General fund reserves are adequate.
However, the township's small budget leaves little margin for
unexpected revenue shortfalls or spending needs.

WHAT COULD TRIGGER A RATING ACTION:

FAILURE TO APPROVE ADDITIONAL MILLAGE: Fitch believes passage of
the 3.5 mill five-year tax levy is crucial to township operations
and the failure of this millage will significantly increase the
probability of a default.

REDUCTION OF GENERAL FUND RESERVES: Drains on general fund and
other reserves to fund debt service on special assessment bonds
would apply significant pressure and could result in further
rating action.

CREDIT PROFILE

W/S OPERATIONS REMAIN UNSTABLE

The special assessment bonds provided financing for w/s
infrastructure in anticipation of housing developments that did
not occur due to the economic downturn.  The general fund loaned
the w/s fund approximately $1.1 million to cover debt service and
expenditures in fiscal 2011 with no set repayment schedule.

W/S rates have since been increased (sewer rate doubled while
water rate increased 30%) and the township instated debt service
fee.  While the increases generate additional revenue, restoration
of the w/s fund to self- supporting operations remains reliant on
the passage of an additional 3.5 mill levy.  This would also allow
for debt repayment from the general fund.

ADDITIONAL LEVY CURCIAL TO OPERATIONS

On Aug. 7, township voters will be asked to approve a 3.5 mill,
five-year tax levy to cover the debt service payments for the w/s
special assessment bonds.  The 3.5 mills would provide an
additional $1 million in revenue, compared to average annual debt
service of $2.2 million.  Without the passage of this millage, the
township will likely exhaust all available reserves including
general fund reserves.  Management has publicly stated that
without the levy it would miss a bond payment within the next
year. If not approved in August, the levy would be placed on the
ballot again in November.  Failure to pass the millage in either
August or November would likely result in further rating action.

Township management has stated that if the November ballot
initiative fails they will continue to ask voters to approve
additional millages (albeit at a lower rate).  In addition to the
millage, w/s rate increases and the sale of tax lien properties
are being pursued.

POSITIVE GENERAL FUND OPERATIONS

The township has maintained large unreserved general fund balances
relative to the very small budget in the past four years and
produced similar results in fiscal 2011.  Ending unrestricted
general fund balance (the sum of assigned, unassigned, and
committed under GASB 54) was $2.4 million or 326% of expenditures.
Township management estimates that they have approximately $1
million cash on hand in the general fund.  This provides a small
cushion for any unexpected revenue shortfalls or spending needs.
However, drastic expenditure reductions have left little room for
further cuts and revenue raising opportunities are limited.

INCREASES IN GENERAL FUND REVENUE UNCERTAIN

Taxable values (TV) in the township saw sharp declines in recent
years with the largest decline of 12% occurring in fiscal 2011.
2012 TV declined 1.5%, below the 5%-7% declines projected by the
county assessor and well below the 15% decline budgeted for by the
township.  Declines in TV are a cause for concern as property tax
revenue is the township's largest revenue source, at approximately
43% of total general fund revenues.  The township is already
levying the maximum operating millage under the Headlee amendment.
The township's tax base is very small, magnifying concerns about
the potential volatility of property tax revenue.

The township's other main revenue source is state funding which
was approximately 43% of total general fund revenues is fiscal
2011. Declines in fiscal 2009 and 2010 were reversed with a large
increase in 2011.  As the state economy begins to recover it is
likely that the township will see small increases in state aid as
well. The township is not eligible for the Economic Incentive
Vitality Program portion of state aid and is therefore less
vulnerable to state aid reductions.

LIMITED LOCAL ECONOMY SHOW SIGNS OF IMPROVEMENTS

Howell Township is located between Lansing and Detroit where the
majority of its residents commute to work, generally in the hi-
tech, higher education, and health care sectors.  Township
employment data is unavailable.  However, unemployment in
Livingston County was 7.9% in March 2012, well below the state
rate of 9% and the national rate of 8.4%.

Unemployment in the county has declined over 25% from the same
month last year, with minimal labor force declines indicating the
possible beginnings of a recovery.  Expansions at Magna (Food
Services and Baking Equip.) and BD Electrical combined with the
relocation of Automatic Turning (transmission shaft and gear
manufacturer for off-highway equipment) formerly AA Gear (gear
grind shop and research/development house) to the township will
provide for additional job growth in the area.

ELEVATED DEBT BURDEN, MANAGEABLE PENSION OBLIGATIONS

The township's overall debt burden is elevated at $4,319 per
capita and 10% of market value (including the special assessment
bonds).  Principal amortization is above average, with 70% of the
total outstanding retired within 10 years.  Pensions for township
employees are provided through a township run single employer
defined contribution plan.  The fiscal 2011 contribution was
moderate at 7% of general fund expenditures and the township
regularly contributes 100% of the required amount.  Other post
employment benefits are not provided.


INTERNATIONAL GOSPEL: Lawyer Can Receive Payment From Excess Funds
------------------------------------------------------------------
A twist in the Chapter 11 case of International Gospel Party
Boosting Jesus Groups, Inc., now permits the Debtor's bankruptcy
counsel to be paid for services rendered following appointment of
a Chapter 11 trustee.  Both the United States trustee and the
Chapter 11 trustee objected to the Fee Application in part,
asserting that David Nickless, Esq., counsel to International
Gospel, cannot, consistent with 11 U.S.C. Sec. 330(a) as
interpreted by the Supreme Court in Lamie v. U.S. Trustee, 540
U.S. 526 (2004), be compensated by the bankruptcy estate for
services rendered following the appointment of the Chapter 11
trustee.

"But here there is a twist.  Attorney Nickless seeks payment from
funds that will not be necessary to pay creditors.  There are
sufficient funds in this case to pay creditors in full, and the
funds from which Attorney Nickless seeks payment constitute the
type of 'surplus' typically returned to a debtor after dismissal
of a Chapter 11 case, pursuant to Sec. 349 of the United States
Bankruptcy Code," Bankruptcy Judge Henry J. Boroff said.

Judge Boroff directed the Chapter 11 trustee to pay $10,345.45 to
Mr. Nickless, representing his unpaid fees of $10,088 and unpaid
expenses of $257.45.

Judge Boroff said under Sec. 349(b), the Court retains
jurisdiction over the surplus, non-estate funds to direct
distribution to an entity other than the Debtor for cause.  "Since
Attorney Nickless's reasonable, uncontested fees remain unpaid,
the Court finds cause for directing the Trustee to pay Attorney
Nickless the remainder of the compensation he is owed upon
dismissal of the case," the judge held.

A copy of the Court's June 28, 2012 Order is available at
http://is.gd/P1JRZIfrom Leagle.com.

                    About International Gospel

International Gospel Party Boosting Jesus Groups Inc., a
Massachusetts non-profit organization, filed for Chapter 11
protection (Bankr. D. Mass. Case No. 10-19012) on Aug. 19, 2010.
Its real estate at 554 Massachusetts Avenue in Boston was the only
discernible asset at the time of filing.  In its Schedule, the
Debtor estimated the Property's value at $1,425,100, and disclosed
encumbrances totaling $775,000.  Shortly after the case filing, it
became apparent that the Debtor was operating without the benefit
of cash collateral authorization.  On Oct. 12, 2010, the Court,
sua sponte, ordered the appointment of a Chapter 11 trustee; on
Oct. 15, the Court approved the appointment of Attorney Joseph G.
Butler.

Although no Chapter 11 plan of reorganization has been proposed or
confirmed, the Debtor's estate has essentially been fully
administered.  Two matters related to the case remain pending.
The first is the appeal taken by Jeff Ross, the buyer of the
Property, from the Court's order denying him payment of one-half
of the broker's commission in connection with the sale of the
Property.  The second unresolved issue is whether and when
Attorney Nickless will be compensated for services rendered to the
Debtor after the appointment of the Chapter 11 Trustee.


JER/JAMESON: Wants Until Oct. 20 to Propose Chapter 11 Plan
-----------------------------------------------------------
JER/Jameson Mezz Borrower I LLC, et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to file and solicit acceptances for the proposed chapter
11 Plan until Oct. 20, 2012, and Dec. 19, respectively.

The Debtors, in their request for a second extension, explained
that, among other things:

   -- their ability to timely file a chapter 11 plan has been
      affected by, among other things, prior delays associated
      with the litigation concerning the dismissal motion and
      various administrative tasks associated with the cases, such
      as the submission of the Debtors' schedules of assets and
      liabilities and schedules of financial affairs; and

   -- the Debtors and their directors, officers, management,
      counsel and lenders have been engaged in ongoing efforts to
      resolve certain claims asserted by either for professionals
      of the Debtors or individuals and entities who purport or
      purported to be officers, directors or managers of one or
      more of the Debtors.

A hearing on July 25, at 9:30 a.m. (EST) has been set.
Objections, if any, are due July 6, at 4 p.m.

               About JER/Jameson Mezz Borrower II

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put
$330 million of debt on the chain to finance the buyout.  At the
top of the list is a $175 million mortgage loan with Wells Fargo
Bank NA serving as special servicer.  There are four tranches of
mezzanine loans, each for $40 million.  The collateral for each of
the Mezz Loans is the equity interest in the entity or entities
immediately below the borrower of each Mezz Loan.  All of the
mezzanine loans matured in August.

JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo.  The mortgage loan is
secured by mortgages on hotel properties.  The first set of
foreclosure sales were set for Nov. 1, 2011.  The Mortgage
Borrowers have not sought bankruptcy protection.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans.  The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.

Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder.  The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.

Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans.  JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.

JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony.  The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.

Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.

Judge Mary F. Walrath presides over the case.  The Debtors tapped
Ashby & Geddes, P.A. to represent their restructuring efforts.
Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and
balloting agent.

Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts.  JER/Jameson
Properties LLC disclosed $294,662,815 in assets and $163,424,762
in liabilities as of the Chapter 11 filing.  The petitions were
signed by James L. Gregory, vice president.

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.

The U.S. Trustee has not appointed an official Committee of
unsecured creditors in any of the Debtors' cases.


KBK INC.: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: KBK, Inc.
        2110 Park Chesapeake Drive
        Lusby, MD 20657

Bankruptcy Case No.: 12-21780

Chapter 11 Petition Date: June 24, 2012

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Augustus T. Curtis, Esq.
                  COHEN, BALDINGER & GREENFELD, L.L.C.
                  7910 Woodmont Avenue, Suite 1103
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350
                  E-mail: augie.curtis@cohenbaldinger.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 its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/mdb12-21780.pdf

The petition was signed by Wade Kingsley, president.


KENAN ADVANTAGE: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on North
Canton, Ohio-based Kenan Advantage Group Inc., including the 'BB-'
corporate credit rating.

"At the same time, we affirmed our 'BB-' issue rating and '3'
recovery rating on the company's senior secured credit facility,
which it upsized to upsized $700 million. The '3' recovery rating
indicates our expectation of a meaningful (50%-70%) recovery of
principal in a payment default scenario," S&P said.

"The ratings affirmation reflects Kenan Advantage's strategy of
debt-financed acquisitions, which have increased earnings over the
past few quarters," said Standard & Poor's credit analyst Anita
Ogbara. "However, we expect the company to continue to employ an
aggressive financial policy as it relates to financial leverage."

"Over the past several years, Kenan Advantage has expanded by
consolidating small private carriers and increasing its geographic
footprint through midsize strategic acquisitions. Currently,
credit metrics are acceptable for the ratings, but credit metrics
likely will fluctuate somewhat with the timing of acquisitions,"
S&P said.

"Kenan Advantage operates in a competitive and fragmented industry
with relatively modest returns. However, the company maintains a
leading market position in short-haul-truck fuel delivery and a
diverse mix of customers, geographic regions, and end markets.
Kenan Advantage serves 48 states in the U.S., as well as Canada
and Mexico. The company operates approximately 162 terminals and
176 satellite locations and maintains a specialized fleet of
approximately 4,400 tractors and more than 5,800 trailers," S&P
said.

"The outlook is stable, reflecting Standard & Poor's expectation
for modest improvement in earnings and cash flow over the next
several quarters, given stable demand for liquid bulk
transportation services and disciplined acquisition spending," S&P
said.


KLN STEEL: Court Denies Banco Popular's Case Conversion Motion
--------------------------------------------------------------
The Hon. Craig A. Gargotta of the Western District of Texas denied
lender Banco Popular North America's motion to convert KLN Steel
Products Co. LLC's Chapter 11 case to one under Chapter 7 of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on April 25, 2012,
Banco Popular sought to have the Debtor's bankruptcy case
converted to a liquidation because there is no buyer for KLN's
operations and assets.

Banco Popular, in its motion, stated that Avteq Inc., a major KLN
customer, was unable to obtain financing to move forward with the
purchase, and no other bidders have emerged.

The TCR on June 5, 2012 reported that Avteq has obtained a line of
credit from its bank to proceed with the purchase.

                    About KLN Steel Products

KLN Steel Products Company LLC, Dehler Manufacturing Co. Inc., and
Furniture by Thurston manufacture and market high quality
furniture for multi-person housing facilities and packaged
services for federal government offices and dormitory facilities.
They have two manufacturing facilities.  One is in San Antonio,
Texas, which is consolidated and designed to accommodate high
volume fabrication of standard and semi-custom steel furniture and
case goods of high quality for colleges and universities, military
quarters, and job corps centers, or wherever high quality, long
life, low maintenance furniture is essential.  The facility
includes a manufacturing facility of more than 170,000 square feet
capable of producing substantial projects on a timely basis.  The
second facility is located in Grass Valley, California, with more
than 61,000 square feet dedicated to the manufacturing of wood
furniture for military and university housing.

KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 11-12855) on Nov. 22, 2011.  Dehler (Case No. 11-12856) and
Furniture by Thurston (Case No. 11-12858) filed on the same day.
Judge Craig A. Gargotta oversees the case.  Patricia Baron
Tomasco, Esq., at Jackson Walker LLP, serves as the Debtors'
counsel.  Horwood Marcus & Berk Chartered serves as their special
counsel.  Conway MacKenzie, Inc., serves as financial advisor.
Each of the Debtors estimated assets and debts of $10 million to
$50 million.

San Antonio, Texas-based 4200 Pan Am LLC filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-13154) on Dec. 29, 2011.
Judge Gargotta oversees the case, taking over from Judge H.
Christopher Mott.  Patricia Baron Tomasco, Esq., at Jackson Walker
LLP, serves as 4200 Pan Am's counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and debts. The
petition was signed by Edward J. Herman, manager.

4200 Pan Am sought joint administration of its case with those of
affiliates Dehler, Furniture By Thurston, and KLN.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of KLN Steel Products Company, LLC, et al., is represented
by Hall Attorneys, P.C.  The Committee tapped Navigant Consulting
(PI), LLC as its financial advisor.


KLN STEEL: Third Amended Reorganization Plan Confirmed
------------------------------------------------------
The Hon. Craig A. Gargotta of the Western District of Texas
confirmed KLN Steel Products Co. LLC, et al.'s Third Amended Plan
of Reorganization dated May 24, 2012.

As reported in the Troubled Company Reporter on June 5, 2012, KLN
Steel Products Co. LLC and its two sister companies will be sold
to a Dallas company as part of a Chapter 11 reorganization plan
which calls for Avteq Inc. to make some payments and assume
various liabilities that combined are about $11 million.

A full-text copy of the order and the Third Amended Plan is
available for free at:

     http://bankrupt.com/misc/KLNSTEEL_3RdAPlan_order.pdf

On May 30, 2012, Judy A. Robbins, U.S. Trustee for Region 7, filed
an objection to the confirmation of the Debtors' Second Amended
Plan stating that the Debtors/Liquidating Trust must be required
to file a notice of the Effective Date with the Court because
Class 20[c] claims will be paid within six months after the
Effective Date.

The U.S. Trustee explained that without knowing the Effective
Date, claimants in that class will not know when they will receive
payment or whether there is a default under the Plan.

                    About KLN Steel Products

KLN Steel Products Company LLC, Dehler Manufacturing Co. Inc., and
Furniture by Thurston manufacture and market high quality
furniture for multi-person housing facilities and packaged
services for federal government offices and dormitory facilities.
They have two manufacturing facilities.  One is in San Antonio,
Texas, which is consolidated and designed to accommodate high
volume fabrication of standard and semi-custom steel furniture and
case goods of high quality for colleges and universities, military
quarters, and job corps centers, or wherever high quality, long
life, low maintenance furniture is essential.  The facility
includes a manufacturing facility of more than 170,000 square feet
capable of producing substantial projects on a timely basis.  The
second facility is located in Grass Valley, California, with more
than 61,000 square feet dedicated to the manufacturing of wood
furniture for military and university housing.

KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 11-12855) on Nov. 22, 2011.  Dehler (Case No. 11-12856) and
Furniture by Thurston (Case No. 11-12858) filed on the same day.
Judge Craig A. Gargotta oversees the case.  Patricia Baron
Tomasco, Esq., at Jackson Walker LLP, serves as the Debtors'
counsel.  Horwood Marcus & Berk Chartered serves as their special
counsel.  Conway MacKenzie, Inc., serves as financial advisor.
Each of the Debtors estimated assets and debts of $10 million to
$50 million.

San Antonio, Texas-based 4200 Pan Am LLC filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-13154) on Dec. 29, 2011.
Judge Gargotta oversees the case, taking over from Judge H.
Christopher Mott.  Patricia Baron Tomasco, Esq., at Jackson Walker
LLP, serves as 4200 Pan Am's counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and debts. The
petition was signed by Edward J. Herman, manager.

4200 Pan Am sought joint administration of its case with those of
affiliates Dehler, Furniture By Thurston, and KLN.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of KLN Steel Products Company, LLC, et al., is represented
by Hall Attorneys, P.C.  The Committee tapped Navigant Consulting
(PI), LLC as its financial advisor.


LARSON LAND: Ball Janik Approved as Chapter 11 Trustee's Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Idaho authorized the
Chapter 11 Trustee of Larson Land Company LLC, fka Select Onion
Co. LLC, to employ Ball Janik LLP as counsel.

As reported in the Troubled Company Reporter on June 7, 2012, Ball
Janik is expected 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 the 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, serves as the Debtor's counsel.  The petition was signed by
Farrell Larson, president.


LARSON LAND: Hawley Troxell as Chapter 11 Trustee's Attorney
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Idaho authorized the
Chapter 11 Trustee of Larson Land Company LLC, fka Select Onion
Co. LLC, to employ Hawley Troxell Ennis & Hawley, LLP as attorney.

As reported in the Troubled Company Reporter on June 7, 2012,
Hawley Troxell attorneys' hourly rates are:

         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.

The bankruptcy judge appointed a Chapter 11 trustee at the behest
of the U.S. Trustee.


LAXMI ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Laxmi Enterprises, Inc.
        dba Comfort Inn
        70 Springdale Boulevard
        Mobile, AL 36606

Bankruptcy Case No.: 12-02216

Chapter 11 Petition Date: June 27, 2012

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

Debtor's Counsel: Robert M. Galloway, Esq.
                  GALLOWAY WETTERMARK EVEREST RUTENS & GAILLARD
                  P.O. Box 16629
                  Mobile, AL 36616-0629
                  Tel: (251) 476-4493
                  E-mail: bgalloway@gallowayllp.com

Scheduled Assets: $1,981,500

Scheduled Liabilities: $1,341,853

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/alsb12-02216.pdf

The petition was signed by Puyish Patel, president.


LIBERTY CABLEVISION: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned Puerto Rican cable-TV
operator Liberty Cablevision of Puerto Rico LLC (LCPR) its 'B'
corporate credit rating. The outlook is stable.

"We also assigned our 'B+' issue-level rating and '2' recovery
rating to the new credit facility, consisting of a $175 million
five-year term loan and a $10 million five-year revolving credit
facility. The '2' recovery rating indicates expectations of
substantial (70%-90%) recovery prospects in the event of a payment
default. These ratings are predicated on close of the merger
agreement with San Juan Cable, which is subject to regulatory
approval, and incorporate a pro forma leverage for the merged
entity of around 6x," S&P said.

"The rating on LCPR reflects its 'highly leveraged' financial risk
profile, with debt to EBITDA of about 6x, pro forma for the
completion of the merger with San Juan Cable Holdings," said
Standard & Poor's credit analyst Catherine Cosentino. "In
addition, the company has a 'weak' business risk profile, which
incorporates its lagging video market penetration compared with
U.S. peers due both to high off-air TV viewing and continued
competition from satellite direct-to-home (DTH) TV companies.
Other business risk factors include a lack of geographic
diversity, the challenges of a fairly weak macroeconomic
environment, and the potential for increased competition from
telecom providers. Claro is the wireline provider of telephony and
data services in Puerto Rico, and has announced plans to introduce
a competing TV offering following recent receipt of regulatory
approval. Tempering factors include good revenue visibility from
its subscription-based business model and some potential for
growth from bundled advanced services provided over the merged
company's upgraded cable plant," S&P said.

"We do not incorporate ratings uplift from the merged entity's
majority owner, U.S. international cable-TV operator and broadband
services provider Liberty Global Inc. (LGI; B+/Positive/--), since
we do not consider the merged company strategically important to
LGI, especially if the merged entity's operations deteriorate
materially. However, we do factor in the possibility of near-term
parental support (should the need arise) in our assessment of the
merged company's liquidity profile, which we consider 'adequate.'
We would assess the merged company's stand-alone credit profile as
'B', the same as its long-term credit rating," S&P said.

"In addition, the ratings are likely to remain capped over the
medium term by those of its majority-owned U.S. international
cable-TV operator and broadband services provider LGI, primarily
due to LGI's majority control over the merged company's corporate
strategy and financial policy, and also by what we see as LGI's
very aggressive financial policy," S&P said.

"The outlook is stable. The merged company will benefit from the
revenue visibility inherent in cable's subscription-based business
model and has the potential for some additional growth in cash
flow from increased telephony and broadband penetration. We also
expect the merged entity to benefit from some integration savings,
enabling it to modestly improve leverage from the approximate 6x
pro forma level anticipated at close," S&P said.

"However, more aggressive competition from the satellite providers
or from IPTV deployment by Claro, could translate into higher
subscriber churn and bad debt, or increased pricing pressures.
Such adverse factors could prompt a downgrade if resultant
leverage reached 8x, especially since the associated EBITDA
deterioration could constrain the company's ability to meet
financial maintenance covenants and if liquidity support from LGI
was not forthcoming," S&P said.

"The merged company's highly leveraged financial profile currently
limits a possible upgrade. However, a decrease in its leverage to
below 5x, coupled with a material increase in cash flow generation
from initial minimum levels, could lead us to raise the ratings,
although we would not expect this to occur in the next few years.
At the same time, before we consider a positive rating action, we
would assess LGI management's financial policies for the merged
company, particularly with regard to targeted leverage and future
use of cash," S&P said.

"Given the lower leverage of LCPR prior to the merger of around
4x, if the proposed merger plan with San Juan Cable were to be
terminated, we would expect to raise the corporate credit rating
on LCPR to 'B+', although the term loan's issue-level rating would
remain 'B+' since we would expect to revise the recovery rating to
'3' from '2'," S&P said.


LINN ENERGY: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Houston, Texas-based Linn Energy LLC following
the announcement that it will acquire BP America's Jonah Field
assets for $1.025 billion. The outlook is stable.

"At the same time, we placed the issue ratings on Linn's senior
unsecured debt on CreditWatch with negative implications,
following Linn's announcement to seek a $1 billion increase in the
secured borrowing base of its credit facility," S&P said.

"We affirmed the corporate credit rating on Linn Energy LLC
following the recently announced $1.025 billion acquisition of
properties in the Jonah Field from BP America," said Standard &
Poor's credit analyst Paul B. Harvey. "We estimate debt leverage
of about 4.8x as of Dec. 31, 2012, assuming debt funding of the
acquisition. Although this would exceed our 4.75 downgrade
threshold in 2012, we currently expect debt leverage to fall to
about 4x or less in 2013. Pro forma for the potential $1 billion
increase to the company's borrowing base, we expect liquidity to
remain adequate."

"The negative CreditWatch listing on Linn's senior unsecured debt
ratings reflects the $1 billion additional commitments it plans to
add to its secured credit facility--bringing the total to $3.0
billion--and the potential negative impact on senior unsecured
recovery prospects despite the value added from the Jonah Field
acquisitions," added Mr. Harvey. "We expect to resolve the
CreditWatch listing within the next 60 to 90 days following the
receipt of a June 30, 2012, reserve valuation, pro forma the Jonah
Field acquisition, using our recovery price assumptions of $45 per
barrel WTI crude oil and $4 per mmBtu natural gas."

"We could lower the senior unsecured issue ratings to 'B-' from
'B' if the recovery rating is revised to '6', indicating our
expectation for negligible (0% to 10%) recovery in the event of a
payment default, from the current '5'. If the recovery rating
remains unchanged (10% to 30% recovery), we could leave the
existing 'B' senior unsecured issue rating unchanged," S&P said.

"The ratings on Linn Energy LLC reflect the company's growing
midsize reserve base, elevated financial leverage, and substantial
quarterly distributions paid to unitholders. The low geological
risk inherent in the company's reserve base, balanced production
mix between natural gas and liquids, and substantial commodity
price hedges partially offset these weaknesses," S&P said.

Linn Energy is a limited liability company. However, it resembles
a master limited partnership (MLP) in several ways, and Standard &
Poor's generally refers to the company as an exploration and
production MLP. Most notably, Linn Energy pays out substantially
all available cash flow to unitholders on a quarterly basis, and
equity investors tend to value the company on a yield basis.
Unlike an MLP, there is neither a general partnership interest nor
incentive distribution rights.

"The outlook on the corporate credit rating is stable. We expect
Linn to maintain run-rate debt to EBITDA between 3.5x to 4x,
although debt leverage may temporarily exceed this range due to
acquisitions," S&P said.

"We could consider a downgrade if debt to EBITDA exceeds 4.75x on
a sustained basis. Given the cash flow protection the company's
strong hedge program provides, such an outcome would likely be the
result of successive large debt financed acquisitions, or
borrowing significantly to fund capital expenditures," S&P said.

"We could consider a positive rating action if we expect adjusted
debt to EBITDA will remain below 3.5x. Given Linn's high cash
distributions which limit available cash flow for debt repayment,
an upgrade would likely follow equity financed acquisitions if it
increased EBITDA without materially raising its debt level," S&P
said.


LODGENET INTERACTIVE: Healthcare Chief's Contract Extended
----------------------------------------------------------
LodgeNet Healthcare, Inc., a wholly-owned subsidiary of LodgeNet
Interactive Corporation entered into a new executive employment
agreement with Mr. Gary Kolbeck, President of LodgeNet Healthcare,
effective as of Jan. 1, 2012.  Under the Agreement, Mr. Kolbeck's
employment with LodgeNet Healthcare continues through Dec. 31,
2012, and will automatically renew for additional terms of one
year unless notice of termination is given prior to Nov. 1 of the
appropriate term.  The Agreement provides that Mr. Kolbeck's base
salary is $200,000.

The Agreement also contains provisions regarding bonus
opportunities based on formula, targets and criteria determined by
the Board of Directors and severance provisions, including
severance in the event of termination as a result of a change in
control of the Company.  The Agreement also contains a covenant
not to compete with the Company for a period of twelve months
following termination.

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at March 31, 2012, showed
$388.41 million in total assets, $442.16 million in total
liabilities and a $53.75 million total stockholders' deficiency.

                           *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LSP MADISON: S&P Rates $750MM Senior Secured Term Loan 'BB+'
------------------------------------------------------------
Standard $ Poor's Ratings Services assigned its 'BB+' rating to
LSP Madison Funding LLC's $750 million senior secured term loan.
The recovery rating is '2', indicating its expectation of
substantial recovery (70% to 90%) recovery of
principal in a default scenario. The outlook on the ratings is
stable.

"Standard & Poor's ratings on the project reflect cash flow
generation from natural gas and hydro power plants, some of which
is supported by higher quality cash flows from power purchase
agreements (PPA), Federal Energy Regulatory Commission (FERC)-
related tariff revenues, and capacity revenues earned in the PJM
Interconnection and Independent System Operator (ISO) New England
capacity markets," S&P said.

"We base the 'BB+' rating on the project's diversified portfolio
of gas-fired and hydro assets across diverse markets, as well as
moderate levels of initial leverage," said Standard & Poor's
credit analyst Theodore Dewitt.

"LSP Madison was created to recapitalize a diversified portfolio
of power plants and has a nameplate capacity of 3,626 megawatts
(MW) (3,582 MW average winter and summer capacity) and includes
natural gas combined-cycle gas-turbine (CCGT) assets, gas-fired
combustion turbine (CT) peaking assets, and one hydro asset. The
assets have commercial operation dates ranging from 1931 (Safe
Harbor) to 2003," S&P said.

"The stable rating outlook reflects our expectations that the
project's more stable revenue streams, consisting of PPAs, hedged
power prices, and capacity payments, will allow for significant
deleveraging over the loan tenor, even if merchant power revenues
are weak. A ratings upgrade is unlikely given the limited asset
diversity, the age of the assets, and the project's exposure to
merchant power revenue. If the assets underperform operationally,
causing energy gross margins and capacity payment revenue to fall
below expectations, we could lower the ratings. We could also
lower ratings if we materially lower our base-case assumptions,
which would affect our expectations of merchant revenue.
Specifically, we would consider a downgrade if we forecast a
refinancing risk of $100/kW or more at the LSP Madison level," S&P
said.


LUBAVITCH CHABAD: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lubavitch Chabad of The Loop, Gold Coast
        and Lincoln Park, a domestic corporation
        1236 North Dearborn
        Chicago, IL 60610

Bankruptcy Case No.: 12-25698

Chapter 11 Petition Date: June 27, 2012

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

Judge: Eugene R. Wedoff

Debtor's Counsel: Neil P. Gantz, Esq.
                  NEIL GANTZ LAW OFFICES
                  105 W Madison St
                  Chicago, IL 60602
                  Tel: (312) 726-4880
                  Fax: (312) 236-6999
                  E-mail: neilgantz@yahoo.com

Scheduled Assets: $1,148,650

Scheduled Liabilities: $199,255

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/ilnb12-25698.pdf

The petition was signed by Meir Chai Benhiyoun, president.


LUCAS ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lucas Electric Co, Inc.
        415 Mercer Street
        Hightstown, NJ 08520

Bankruptcy Case No.: 12-25959

Chapter 11 Petition Date: June 22, 2012

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

Judge: Kathryn C. Ferguson

Debtor's Counsel: Carol L. Knowlton, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619
                  Tel: (609) 890-1500
                  E-mail: cknowlton@teichgroh.com

Scheduled Assets: $2,330,824

Scheduled Liabilities: $5,558,135

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb12-25959.pdf

The petition was signed by Matthew D. Lucas, president.


LUMBER PRODUCTS: From Appraiser, Murphy to Serve as Auctioneer
--------------------------------------------------------------
Edward C. Hostmann, the Chapter 11 trustee for the estate of
Lumber Products, seeks Court authority to employ James G. Murphy,
Co. as auctioneer.

The Chapter 11 trustee previously sought and obtained Court
approval to employ Murphy as machinery and equipment appraiser.

On May 22, 2012, the Chapter 11 Trustee filed a First Amended
Motion for Order Approving (A) Sale of Assets Free and Clear of
Liens, Claims and Encumbrances, (B) Assumption and Assignment of
Executory Contracts, and (C) Bid Procedures.  It is anticipated
that some of the Debtor's equipment may not be sold pursuant to
the procedures set forth in the Sale Motion and, accordingly, may
need to be auctioned separately.

Murphy -- webinfo@murphyauction.com -- will serve as auctioneer of
any of the Debtor's equipment not sold pursuant to the Sale
Motion.

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.

With respect to any assets sold by Murphy at auction, Murphy will
charge and retain a 10% buyer's premium from each sale.  The
Debtor's estate will be responsible for payment of advertising
expenses and other out-of-pocket expenses incurred by Murphy in
connection with the auctions; provided the incurrence of the
expenses has first been approved in writing by the Chapter 11
Trustee.  The expenses will be deducted and paid to Murphy from
the sale proceeds.

                       About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


LUMBER PRODUCTS: Broderick Approved as Case Trustee's Realtor
-------------------------------------------------------------
Edward C. Hostmann, the Chapter 11 trustee for the estate of
Lumber Products, sought and obtained approval from the U.S.
Bankruptcy Court to employ Broderick Group, Inc., including
brokers Steve Henderson, Al Hodge and Eric Meussner, to represent
or to assist the Debtors in marketing, locating a buyer for, and
negotiating the sale of real property located in Woodinville,
Washington, owned by Debtor 300 WLI, Inc. (f/k/a Woodinville
Lumber, Inc.) and formerly operated as a corporate office,
manufacturing and distribution facility.

Under the listing agreement, Broderick Group will receive a
3% commission for a sale without a buyer's agent and a 4%
commission for a sale with a buyer's agent, which commission will
be shared between Broderick Group and the buyer's agent.  The
listing agreement also provides Broderick Group a 1-1/2%
commission through Nov. 30, 2012, on a sale to any of five
potential buyers that the Debtors identify in the listing
agreement.

Finally, in the event that the Property is transferred to the
secured lender prior to the expiration of the listing agreement,
the listing agreement will terminate and the Debtors will pay
Broderick Group $10,000 if the Property is transferred before Aug.
31, 2012, and $20,000 if the Property is transferred after that
date.  The Debtors have consulted with the Unsecured Creditors
Committee and secured lender on the Property regarding the listing
agreement and believe those parties consent to the employment of
the Broderick Group.

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

                       About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


LUMBER PRODUCTS: Hires Kiemle & Hagood as Real Estate Broker
------------------------------------------------------------
Edward C. Hostmann, the Chapter 11 Trustee for Lumber Products,
asks for permission from the U.S. Bankruptcy Court to employ
Kiemle & Hagood as real estate broker to assist the Trustee in
selling the Debtor's "Barker Road Property" in Spokane,
Washington.

The Chapter 11 Trustee seeks to compensate Kiemle & Hagood at its
usual and customary commission rate of 5% of the sale price of the
Property, to be paid out of the proceeds from the sale of the
Property.

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 Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


LUMBER PRODUCTS: Committee Wants to Employ Counsel's New Firm
-------------------------------------------------------------
The Unsecured Creditors Committee of Lumber Products asks
permission from the U.S. Bankruptcy Court to employ McKittrick
Leonard LLP as its attorneys.

On May 21, 2012, the Court approved employment of Peter C.
McKittrick, Esq., and Tara J. Schleicher, Esq., of Farleigh Wada
Witt as counsel for the Committee.  On June 1, 2012, Mr.
McKittrick left FWW and began practicing law with Justin D.
Leonard at ML LLP.

The Committee desires that both Peter C. McKittrick and Tara J.
Schleicher continue to assist the Committee in their respective
roles.

Mr. McKittrick's hourly rate is $385 while Mr. Leonard's is $325.

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

                        About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


LYMAN LUMBER: Court Approves Capacity Commercial as Realtor
-----------------------------------------------------------
Lyman Holding Company sought and obtained approval from the U.S.
Bankruptcy Court to employ the real estate services of Capacity
Commercial Group to represent or assist the Debtors in marketing,
locating a buyer for, and negotiating the sale of real property
located in Longview, Washington, owned by Debtor Woodinville
Lumber, Inc. and formerly operated as a truss production facility.

On May 23, 2012, the Debtors agreed to the terms of a listing
agreement with Capacity Commercial Group for the purposes of
marketing and selling the Property.

If sale of the property is actually consummated, the Broker will
receive a commission equal to 6% of the Gross Sales Price.  If a
Cooperating Broker is the procuring cause of a sale of the
Property, the Broker may share the commission with such
Cooperating Broker.  In any case, the sale commission will be due
and payable at closing.

"Gross Sales Price" as used in the Exclusive Listing Agreement
will consist of the total sum of the consideration paid at closing
for the Property.

                      About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the turnaround consultant.  Conway
MacKenzie, Inc. is the panel's financial advisor.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.

At an October 2011 auction, SP Asset Management and two other
bidders lost to BlackEagle Partners.  BlackEagle acquired the
Debtors' Midwest operations, including its Chanhassen location,
Automated Building Components, Carpentry Contractors Corp., and
Lyman Lumber of Wisconsin.  BlackEagle paid roughly $23 million.
The transaction was effective Oct. 28, 2011.

BlackEagle Partners owns US LBM Holdings, a collection of eight
building products distributors serving the Midwest, Northeast, and
Mid-Atlantic in nine states with more than 40 locations.


M.G. MILLER-MANAGEMENT: Case Summary & Creditors List
-----------------------------------------------------
Debtor: M.G. Miller-Management & Holding Ltd. Co.
        dba Golden Oaks Nursing Center
        2801 Redbird
        Enid, OK 73703

Bankruptcy Case No.: 12-13144

Chapter 11 Petition Date: June 25, 2012

Court: U.S. Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Sarah A. Hall

Debtor's Counsel: Craig Riffel, Esq.
                  MITCHEL GASTON RIFFEL & RIFFEL PLLC
                  3517 W. Owen K. Garriott, Suite One
                  Enid, OK 73703
                  Tel: (580) 234-8447
                  Fax: (580) 234-5547
                  E-mail: criffel@westoklaw.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 its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/okwb12-13144.pdf

The petition was signed by Michael G. Miller, member/manager.


M&T BANK: Fitch Affirms Rating on Preferred Stock at 'BB'
---------------------------------------------------------
Fitch Ratings has affirmed the long-term and short-term Issuer
Default Ratings (IDRs) of M&T Bank Corporation (MTB) at 'A-' and
'F1', respectively.  The Rating Outlook has been revised to Stable
from Negative.

The affirmation of MTB's ratings and the Stable Outlook reflects
the bank's consistently sound financial performance during a
difficult operating environment, including credit losses and
problem assets that have remained much lower than most peers.
Additionally, MTB's ratings are supported by its solid franchise,
veteran management team, and good revenue diversification.

Although MTB manages with capital levels lower than peers, Fitch
believes current capitalization is adequate given good asset
quality, solid reserves when compared to net charge-offs (NCOs)
and moderate dividend payout.  More recently, MTB has been in a
capital building mode. Despite balance sheet growth, TCE and Tier
I common capital ratios have improved to 6.46% and 7.04%,
respectively.  Further, MTB's solid earnings, strong equity
generation and low credit losses enable the company to operate at
leaner capital levels.

MTB has a long history of modest levels of problem assets and loan
losses.  The sizeable commercial real estate portfolio has
demonstrated good performance through various credit cycles and
evidenced of conservative underwriting.  MTB's nonaccrual loans
(NAL) and credit losses have risen but still compares very well to
most regional banks.  NALs stood at a manageable 1.75% of loans
while NCOs were 32 basis points (bps) for the first quarter of
2012 (1Q12).

The company's earnings capacity and stability has helped absorbed
higher credit costs during the credit downturn evidenced by
PPNR/NCOs at 7.7 times (x) for 1Q12.  Even when NCOs peaked at
$514 million in 2009, PPNR/NCOs was 2.2x.  Additionally, reserve
coverage of NCOs is also strong at 4.3x.

Fitch recognizes that MTB faces some challenges as the
implementation of Basel III takes effect.  MTB has a large portion
of preferred securities in its capital structure, of which $381.5
million relates to issuances under the U.S. Treasury's TARP
program, along with a sizeable DTA and negative impacts from its
Bayview investment and private label MBS.  However, given its
earnings profile, Fitch believes MTB will meet the required
minimum Tier 1 Common ratio plus countercyclical buffer in advance
of required implementation dates Fitch's estimate of Tier 1 Common
ratio under Basle III for 1Q12 was below 7%.

Fitch is comfortable with MTB operating levels of capital at
current rating levels.  Positive momentum could result as MTB
continues to build capital up to peer averages while maintaining
strong asset quality, reserves, and earnings.  Although not
anticipated, a more aggressive approach to capital management, or
a rise in net losses could lead to a negative rating action.

Fitch has affirmed the following ratings, with a Stable Outlook:

M&T Bank Corporation

  -- Long-term Issuer Default Rating (IDR) at 'A-';
  -- Short-term IDR at 'F1';
  -- Viability at 'a-';
  -- Preferred stock at 'BB';
  -- Support at '5';
  -- Support floor 'NF'.

Manufacturers and Traders Trust Co

  -- Long-term IDR at 'A-';
  -- Short-term IDR at 'F1';
  -- Viability at 'a-';
  -- Senior unsecured debt at 'A-';
  -- Subordinated debt at 'BBB+'
  -- Long-term deposits at 'A';
  -- Short-term deposits at 'F1';
  -- Support at '5';
  -- Support floor 'NF'.

Wilmington Trust, N.A. (formerly M&T Bank, NA)

  -- Long-term IDR at 'A-';
  -- Short-term IDR at 'F1';
  -- Viability at 'a-';
  -- Long-term deposits at 'A';
  -- Short-term deposits at 'F1';
  -- Support at '5';
  -- Support floor 'NF'.

Wilmington Trust Corporation

  -- Long-term IDR at 'A-';
  -- Subordinated debt at 'BBB+';
  -- Short-term IDR at 'F1';
  -- Viability at 'a-';
  -- Support at '5';
  -- Support floor at `NF'.

Wilmington Trust Company

  -- Long-term IDR at 'A-';
  -- Short-term IDR at 'F1';
  -- Viability at 'a-';
  -- Support at '5';
  -- Support floor at `NF'

M&T Capital Trust I - IV

  -- Preferred stock at 'BB+'

Provident Bankshares Corp.

  -- Preferred stock at 'BB'.

Provident Bank of Maryland

  -- Subordinated debt at 'BBB+'.

Provident (MD) Capital Trust I

  -- Preferred stock at 'BB+'.


MADISON BENTLEY: Alter Ego Claims Require Report
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a federal judge said although an alter ego claim was
derived from a fraudulent transfer claim and isn't a dispute where
the bankruptcy court can make final rulings under the Supreme
Court's Stern v. Marshall ruling, the case nonetheless should
remain in bankruptcy court.

According to the report, U.S. District Judge Shira A. Scheindlin
in Manhattan ruled on June 26 in a 21-page opinion that the
bankruptcy court could retain the lawsuit, while being limited to
issuing recommended findings of fact and conclusions of law.

The case involved a lawsuit where the bankruptcy trustee sued
defendants contending that a lease had been fraudulently
transferred.  The suit also alleged that a defendant was an alter
ego for the bankrupt company.  The defendants filed a motion to
withdraw the reference, asking Judge Scheindlin to take the
lawsuit out of bankruptcy court.  Judge Scheindlin refused.

According to the report, the judge said that statements in Stern
were dicta to the extent they said that fraudulent transfer claims
involve private rights where bankruptcy courts can't make final
rulings. Regardless, she followed other courts in New York in
ruling that fraudulent transfer suits fall within the ambit of
Stern.  Judge Scheindlin could find no cases saying whether an
alter ego claim concerns a public right or a private right.  She
decided that the bankruptcy court lacks the ability to make final
rulings because the alter ego claim was "entirely derivative" of
the fraudulent transfer claim.

She left the lawsuit in bankruptcy court for the judge to make a
report and recommendation.

The case is Messer v. Bentley Manhattan Inc. (In re Madison
Bentley Associates LLC), 11-9027, U.S. District Court, Southern
District New York (Manhattan).

Madison Bentley filed a Chapter 7 petition (Bankr. Case No.
09-15479) on Sept. 11, 2009.


MARINA BAY SANDS: S&P Assigns Gives 'BB+' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to Singapore-based Marina Bay Sands Pte. Ltd. (MBS),
a subsidiary of Las Vegas Sands Corp. (LVSC; BB+/Positive/--). The
outlook is positive.

"We also assigned MBS' S$5.1 billion credit facilities our 'BBB'
issue-level rating (two notches higher than our corporate credit
rating) and a recovery rating of '1', indicating our expectation
for very high (90% to 100%) recovery for lenders in the event of a
default. The credit facilities are composed of a S$500 million
revolving credit facility due Dec. 25, 2017 and a S$4.6 billion
term loan due June 25, 2018. MBS will use proceeds from its new
facilities to refinance existing debt, pay fees, expenses and
accrued interest, and for general corporate purposes," S&P said.

All other existing ratings for the Las Vegas Sands Corp. family of
companies remain unchanged.

"Our corporate credit rating on MBS reflects the overall credit
quality of the LVSC family of companies and is aligned with our
'BB+' corporate credit rating on LVSC," said Standard & Poor's
credit analyst Melissa Long. "Despite the distinct financing
structures at LVSC's U.S., Macau, and Singapore subsidiaries, we
consider the consolidated entity when assessing LVSC's credit
quality. We deem the strategic relationship between the parent and
each subsidiary as an important factor that has a bearing on the
credit quality of the overall consolidated entity. We consider MBS
to be a core subsidiary of LVSC as we believe that the company is
integral to LVSC's current identity and future strategy. MBS is
wholly owned through various entities of LVSC and shares a similar
brand with other group entities. Additionally, MBS represented
close to half of LVSC's consolidated property level EBITDA for the
12 months ended March 31, 2012, which in our view is significant.
Thus, despite credit measures on a standalone basis that might
otherwise be supportive of a higher rating, we are assigning MBS a
corporate credit rating at the same level as our corporate credit
rating on LVSC," S&P said.

"The positive outlook reflects our view that a higher rating is
possible over the next several quarters, based on our current
performance expectations. To raise the rating to 'BBB-', we would
expect leverage to be generally closer to 3x, though we would be
comfortable with it temporarily spiking to the high-3x area to
fund development projects. In the event of a strong ramp-up of
Sands Cotai Central, we believe an upgrade to 'BBB-' is possible,
as we would expect leverage to improve to below 2.5x by early
2013. An investment-grade rating on Las Vegas Sands, however,
would also require management to publicly articulate a financial
policy around its tolerance for leverage that is aligned with our
leverage threshold at a 'BBB-' rating. In addition, while we are
unclear when the aforementioned lawsuits and investigations would
be resolved and what effect, if any, a potential judgment would
have on credit quality, these issues may weigh on upgrade
potential until we have further clarity.


METAL STORM: Noteholders' Meeting Scheduled for July 16
-------------------------------------------------------
A meeting of Note Holders of Metal Storm Limited will be held at
Brisbane Polo Club, Naldham House, 1 Eagle Street, Brisbane, 4000
on Monday, July 16, 2012, commencing at 11:00 a.m. Brisbane time.
The proposals submitted for resolution at the Note Holders meeting
are:

   (a) Approval of the modification of the Note Terms, by
          amending the Note Terms in the manner generally
          described in the Explanatory Statement and as detailed
          in the Amendment Deed produced at the meeting; and

      (b) Proposal to authorize the Trustee to effect the
          amendments to the Note Terms by executing the Amendment
           Deed.

                     General Meeting Results

Metal Storm announced the resolutions passed at the Company's
Annual General Meeting, held in Brisbane on May 31, 2012.

   -- The section of the Directors' report in the 2011 annual
      report dealing with the remuneration of the Company's
      Directors and senior executives described as 'Remuneration
      Report' was adopted.

   -- Mr Trevor Tappenden, who retires by rotation in accordance
      with Clause 16.1 of the Company's Constitution, was re-
      elected as a Director of the Company.

   -- Mr Terry O'Dwyer, who retires by rotation in accordance with
      Clause 16.1 of the Company's Constitution, was re-elected as
      a Director of the Company.

   -- Shareholders approved the issue of up to 500,000,000 Shares
      to Dutchess or its nominee in accordance with the terms of
      the Line Agreement.

   -- Shareholders approved and ratified the previous issue of
      437,500,000 shares under the First Luxinvest Agreement.

   -- Shareholders approve the issue of 437,500,000 shares under
      the Second Luxinvest Agreement.

Metal Storm proposes to issue 155,428,462 ordinary shares pursuant
to a subscription agreement.  Metal Storm proposes to issue
437,500,000 ordinary shares pursuant to a subscription agreement.

                         About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated/stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

The Company reported a net loss of A$6.03 million in 2011, a net
loss of A$8.93 million in 2010, and a net loss of A$11.30 million
in 2009.

The Company's balance sheet at Dec. 31, 2011, showed A$1.08
million in total assets, A$21.07 million in total liabilities and
a A$19.99 million total deficiency.

PricewaterhouseCoopers, in Brisbane, Australia, issued a "going
concern" qualification on the financial statements for the year
ended Dec. 31, 2011, citing recurring losses from operations and
net capital deficiency that raised substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

Metal Storm said in the annual report for the year ended Dec. 31,
2011, that there can be no assurance that it will be able to raise
sufficient capital to continue its operations and redeem the
convertible notes on the maturity date.  If the Company is
unsuccessful in its efforts to obtain sufficient financing to
continue to fund its current operations and redeem the convertible
notes on the Maturity Date, the Company will be required to
significantly reduce or cease operations altogether.  If Metal
Storm does not have reasonable grounds to believe that it will be
successful in its efforts to obtain sufficient financing to
continue to fund its operations and redeem the convertible notes
at the Maturity Date, Metal Storm will be required to appoint an
administrator under Australia's bankruptcy system.


MITEL NETWORKS: Moody's Affirms 'B3' CFR/PDR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service changed Mitel Networks Corporation's
(Mitel) speculative grade liquidity rating to SLG-4 (weak) from
SGL-3 (adequate) on concerns that EBITDA expansion may not be
sufficient to maintain financial covenant compliance cushions as
thresholds become more stringent in quick succession over the next
several quarters. However, given prospects for EBITDA expansion
and positive free cash flow, addressing the potential compliance
issues should not be problematic and, accordingly, Mitel's B3
corporate family and probability of default ratings, B1 senior
secured credit facility rating, Caa1 senior secured second lien
term loan ratings and stable outlook remain unchanged and were
affirmed.

The following summarizes Mitel's ratings and the rating actions:

  Issuer: Mitel Networks Corporation

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

    Corporate Family Rating, affirmed at B3

    Probability of Default Rating, Affirmed at B3

    Senior Secured First Lien Bank Credit Facility, affirmed at
    B1 with the LGD assessment revised to (LGD2, 24%) from (LGD2,
    25%)

    Senior Secured Second Lien Bank Credit Facility, affirmed at
    Caa1 with the LGD assessment revised to (LGD4, 61%) from
    (LGD5, 70%)

Outlook: unchanged at Stable

Ratings Rationale

Mitel's B3 ratings are driven primarily by the company's
vulnerability to competition resulting from its relatively small
aggregate scale and from margin performance that does not suggest
a strongly positioned niche telecommunication equipment/services
offering. As well, the company's weak liquidity position, which is
caused by the potential of declining covenant compliance cushions
as thresholds successively tighten over the next several quarters,
is credit-negative and, despite positive fundamentals that see
EBITDA expanding and good free cash generation, weighs on the
rating. Since Mitel's unused revolving credit facility matures in
August, 2012 with term loans maturing in 2014 and 2015, near term
refinance activities also warrant caution. The opacity of the
company's relative positioning is also credit-negative and results
from the fact that neither the company nor its competitors report
measures that can be used to interpret supply/demand balance or
market positioning. The strongest support for Mitel's B3 ratings
stems from the company's ability to generate free cash flow. With
post-IPO interest expense having been reduced and with only
nominal capital expenditure requirements, Mitel has the ability to
be free cash flow positive and to gradually pay down debt.
Management's commitment to reduce debt is a key to the rating.

Rating Outlook

Even with the covenant compliance cushions deteriorating due to
thresholds becoming more stringent over the next several quarters,
since Mitel's EBITDA is growing and as the company is free cash
flow positive, prospect of dealing with the matter are favorable
and allow the outlook to be stable.

What Could Change the Rating -- Up

Given solid liquidity arrangements (which are a pre-requisite to
positive ratings actions) and should Debt/EBITDA be expected to be
sustained below 4.5x with free cash flow (FCF) being sustained
above 5% of Debt, consideration for positive outlook and ratings
actions would occur (all measures are inclusive of Moody's
standard adjustments).

What Could Change the Rating -- Down

Should refinance/liquidity arrangements become unmanageable or if
free cash flow generation returns to break-even or negative
levels, adverse rating actions are likely.


MORGAN'S FOODS: Seven Directors Elected at Annual Meeting
--------------------------------------------------------
Morgan's Foods, Inc.'s annual meeting of shareholders was held on
June 22, 2012.  The shareholders elected Marilyn A. Eisele,
Kenneth L. Hignett, Steven S. Kaufman, Bernard Lerner, James J.
Liguori, James C. Pappas, and Leonard R. Stein-Sapir as directors.
The proposal to ratify the appointment of Grant Thornton LLP as
the Company's independent registered public accounting firm for
the year ended March 3, 2013, was approved.

The shareholders did not approve the proposals to amend the
Amended and Restated Articles of Incorporation and to amend the
Amended and Restated Code of Regulations.

                        About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.

The Company reported a net loss of $1.68 million for the year
ended Feb. 26, 2012, compared with a net loss of $988,000 for the
year ended Feb. 27, 2011.

The Company's balance sheet at Feb. 26, 2012, showed $52.42
million in total assets, $53.47 million in total liabilities and a
$1.04 million total shareholders' deficit.


MOTORS LIQUIDATION: To Modify Tax Holdback Calculation Approach
---------------------------------------------------------------
Following the close of the fiscal quarter ended March 31, 2012,
the trust administrator and trustee of the Motors Liquidation
Company GUC Trust conducted a detailed review of the calculation
utilized to determine the tax holdback for the quarter ended
March 31, 2012.

The GUC Trust was formed on March 30, 2011, pursuant to the Second
Amended Joint Chapter 11 Plan filed by Motors Liquidation Company
(f/k/a General Motors Corporation), or MLC, and its affiliated
debtors on March 18, 2011, and as confirmed by order of the
bankruptcy court for the Southern District of New York, dated
March 29, 2011.

On Dec. 15, 2011, MLC transferred all remaining common stock and
warrants, issued by General Motors Company then held by it to the
GUC Trust.  On the GUC Trust Funding Date, the GUC Trust
established a tax basis, or the Tax Basis, in the New GM
Securities that were then transferred to it by MLC, other than
certain New GM Securities that were distributed pursuant to
Section 2.3(a) of the Motors Liquidation Company GUC Trust
Agreement, or, as amended, the GUC Trust Agreement, or that were
sold pursuant to a Bankruptcy Court order dated March 8, 2012.

The GUC Trust is treated, for U.S. federal income tax purposes, as
a disputed ownership fund taxed as a qualified settlement fund.
As such, the GUC Trust recognizes taxable gain or loss from any
dispositions and distributions to beneficiaries of the GUC Trust,
or GUC Trust Beneficiaries, of New GM Securities, equal to the
difference between the market value of the New GM Securities at
the time of disposition or distribution and the Tax Basis of those
New GM Securities.

As of March 31, 2012, the GUC Trust withheld New GM Securities in
the amount of $108.6 million from distribution to holders of
Units, in accordance with Section 6.1(e) of the GUC Trust
Agreement.  The Tax Holdback was intended to be used to cover the
potential Taxes on Distribution measured as of March 31, 2012.

On June 27, 2012, the Trust Administrator announced that, in
conjunction with the professionals employed by the GUC Trust and
the trust monitor of the GUC Trust, it had determined to modify
the methodology underlying the calculation to determine the amount
of New GM Securities that, as withheld from distribution, would be
sufficient to satisfy the current and projected taxes on
distribution.

The modified calculation includes any current and estimated
potential future income tax liabilities for both gains on the New
GM Securities realized upon distribution or other liquidation
during the current and prior fiscal periods and potential
unrealized gains on the then-remaining New GM Securities held by
the GUC Trust as at the end of the current fiscal period.  The
Revised Calculation calculates those gains by comparing to their
tax basis the respective market prices of the liquidated or
distributed New GM Securities as at the date and time of any
liquidation or distribution, or the respective highest market
prices of New GM Securities from Dec. 15, 2011, to the relevant
date of measurement for the then remaining New GM Securities held
by the GUC Trust.  The then-current applicable tax rate is applied
to the realized and estimated potential unrealized gains
determined in the manner set forth above, resulting in the total
Tax Holdback as at the end of such fiscal period.

                      About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


NUVILEX INC: Pays 100-Mil. Shares for 100% of Austrianova
---------------------------------------------------------
Nuvilex, Inc., on June 21, 2012, purchased 100% of the shares of
Austrianova Singapore Pte. Ltd., in exchange for 100,000,000
shares of restricted Nuvilex common stock.

Under the terms of the Asset Purchase Agreement, the Nuvilex and
ASPL shares are held in escrow until the completion of Nuvilex's
financing obligations.  The Asset Purchase Agreement, as amended,
provides that Nuvilex will fund future ASPL operations in the
amount of $2.5 million with a target date to complete the funding
by Dec. 31, 2012.  Nuvilex will continue current funding of
$60,000 monthly in operating capital until the overall funding is
completed.

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc., Nuvilex, Inc. operates
independently and through wholly-owned subsidiaries.  The Company
is dedicated to bringing to market scientifically derived products
designed to improve the health and well-being of those who use
them.  The Company's current strategy is to focus on developing
and marketing products in the biotechnology arena it believes have
potential for long-term corporate growth.

The Company's balance sheet at Oct. 31, 2011, showed $1.7 million
in total assets, $3.5 million in total liabilities, $580,000 of
preferred stock, and a shareholders' deficit of $2.4 million.

M&K CPAS, PLLC, in Houston, Texas, expressed substantial doubt
about Nuvilex's ability to continue as a going concern, following
the Company's results for the fiscal year ended April 30, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations.


OLD CORKSCREW: Reorganization Plan Declared Effective
-----------------------------------------------------
Old Corkscrew Plantation LLC, et al., notifies the U.S. Bankruptcy
Court for the Middle District of Florida that the effective date
of its Second Amended Joint Plan of Reorganization occurred on
May 10, 2012.

As reported in the Troubled Company Reporter on March 1, 2012, the
primary source of the funds necessary to implement the Plan
initially will be the funding under the DIP Loan and the Debtors'
cash from operations.  At the present time, the Debtors believe
that the Reorganized Debtor will have sufficient funds as of the
Effective Date through funding of the DIP Loan and the Debtors'
cash from operations to pay in full the expected payments required
under the Plan, including to the Holders of Allowed Administrative
Claims (including Allowed Administrative Claims of Professionals),
Allowed Priority Claims, and DIP Lender Allowed Claims.

Under the Plan, each holder of an Allowed Unsecured Claim in Class
4 will receive cash from the Reorganized Debtor in an amount equal
to 100% of the Allowed Unsecured Claim, plus Postpetition
Interest.

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

                  About Old Corkscrew Plantation

Fort Myers, Florida-based Old Corkscrew Plantation LLC, whose
oranges are made into Minute Maid and Tropicana juice, filed
for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-14559) on
July 29, 2011, disclosing $25,264,047 in assets and $60,751,633 in
debts.  Old Corkscrew sought Chapter 11 protection along with its
affiliates.  Donald G. Scott, Esq., -- dscott@mcdowellrice.com --
at McDowell, Rice, Smith & Buchanan, in Kansas City, Missouri,
serves as the Debtors' bankruptcy co-counsel.  Berger Singerman,
P.A., serves as their bankruptcy counsel.  Arcadia Citrus
Enterprises, Inc., serves as manager of their citrus growing
properties.  Kapila & Company serves as chief restructuring
officer.  The Debtors' orange groves are valued at $24 million.
Scott Westlake, the Debtors' managing member, signed the petition.
Mr. Westlake is also listed as the Debtors' largest unsecured
creditor, with $4,827,906 owed.  Another $338,511 debt is owed to
Scott and Vicki Westlake.

No trustee or examiner has been appointed in this Chapter 11 case.
An official committee of unsecured creditors was appointed and is
represented by counsel.


OLYMPIC HOLDINGS: Files for Chapter 11 in Los Angeles
-----------------------------------------------------
Beverly Hills, California-based Olympic Holdings, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-32707) on June 29, 2012 in Los Angeles.

According to the case docket, the schedules of assets and
liabilities and the statement of financial affairs are due
July 31, 2012.

The Debtor estimated assets and liabilities of $10 million to
$50 million.

A related entity, Wooton Group, LLC, earlier sought bankruptcy
protection (Case No. 12-31323) on June 19, 2012.


PALM AVENUE: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Palm Avenue Partners, LLC
        309 Main Street A
        Peoria, IL 61602
        Tel: (941) 228-1814

Bankruptcy Case No.: 12-09808

Chapter 11 Petition Date: June 26, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Edmund S. Whitson, III, Esq.
                  BRYANT MILLER OLIVE, P.A.
                  One Tampa City Center, Ste 2700
                  Tampa, FL 33602
                  Tel: (813) 273-6677
                  Fax: (813) 223-2702
                  E-mail: ewhitson@bmolaw.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 its 10 largest unsecured creditors
is available for free at http://bankrupt.com/misc/flmb12-09808.pdf

The petition was signed by Matt Leiter, manager.


PDQ COOLIDGE: Hires TriNet HR for Payroll Services
--------------------------------------------------
PDQ Coolidge Formad LLC and PDQ Cooformad Washores LLC ask
permission from the U.S. Bankruptcy Court to employ TriNet HR
Corporation to provide payroll services.

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

The Debtor seeks the Court's approval to make payments of
postpetition payroll as they become due with an additional 5.0661%
a month added to the total payroll as payment to TriNet for human
resources services without the need for further Court approval.

                    About PDQ Coolidge Formad

PDQ Coolidge Formad, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-18495) in its home-town in Miami on
April 8, 2012.  PDQ Coolidge owns 12 low income residential rental
apartment complexes.  The membership interests of PDQ Coolidge are
owned by Education Empowerment Foundation, Inc., a Florida non-
profit corporation.  Pursuant to an Asset Management Agreement
with EEF, the Properties are completely managed and operated by
Prestige Enterprise Group, Inc.  The principals of Prestige were
also the principals of one of the prior owners, and have all
available knowledge with respect to the ongoing operations of the
Debtor. The principals of Prestige are located in Miami, Florida.

Ten of the Properties are located in Orange County, Florida, and
two are located in Duval County, Florida.  All of the Properties
provide affordable housing, and a small number of the total units
provide Section 8 housing.

PDQ Coolidge Formad scheduled $7,160,877 in assets and $22,842,455
in liabilities.  PDQ Coolidge Formad projects that funds will be
available for distribution to unsecured creditors.

Judge Robert A. Mark presides over the case.  Lawyers at Aaronson
Schantz P.A., represent the Debtor.

An affiliate, PDQ Cooformad Washores, LLC, also filed a separate
petition (Bankr. S.D. Fla. Case No. 12-18496).  It scheduled
$2,576,028 in assets and $16,754,815 in liabilities.

The petitions were signed by Salomon Yuken, manager.


PHILADELPHIA ORCHESTRA: To Exit Chapter 11 in July
--------------------------------------------------
The Philadelphia Orchestra Association and its wholly owned
subsidiary, the Academy of Music, Inc., disclosed that its Plan of
Reorganization has been confirmed by the United States Bankruptcy
Court of the Eastern District of Pennsylvania.  With the
confirmation order entered by the Honorable Eric L. Frank, the
Association anticipates its emergence from Chapter 11 by the end
of July at the time that all conditions to effectiveness of the
Plan are satisfied.

As confirmed, the Association will address more than $100 million
in claims, debts, and liabilities with a settlement of $5.49
million. Of that total, $4.25 million will be paid on or before
the effective date of the Plan.


Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that not a single creditor voted against the plan.  The plan
incorporates settlements with the musicians' union, the musicians'
pension plan, the Pension Benefit Guaranty Corp. and the Kimmel
Center, where the orchestra performs.  The orchestra's board made
gifts to cover the $5.49 million cost of the plan that
extinguishes $100 million in debt. The orchestra incurred $8.9
million in professional fees and other costs while in Chapter 11.
Although there was no long-term debt, the orchestra said it was
facing a $14.5 million structural deficit.

"When we made the difficult, yet necessary decision to file for
bankruptcy, our objective was to reduce our structural deficit by
creating a realistic cost structure that would allow the Orchestra
to survive and ultimately thrive," said Richard B. Worley,
chairman of The Philadelphia Orchestra Association.  "This has
been a challenging process and we would not have succeeded without
the hard work, cooperation, and support of many.  We are deeply
grateful to all who worked with us and who supported us,
especially our musicians and staff, the Kimmel Center, the
Annenberg Foundation, and generous supporters in the community who
were willing to invest substantial sums to help us weather the
storm.  That we were able to conclude this process consensually
without litigation or work stoppage is particularly gratifying.
We would be remiss if we didn't make special mention of the
efforts of Judge Frank who kept our case on track toward
confirmation and Chief Judge Stephen Raslavich, who played a
pivotal role as mediator in helping our musicians and the
Association reach a new labor agreement."

Mr. Worley further said, "In receiving Plan confirmation, we are
now well-positioned to rebuild our audiences, rebuild our donor
base and grow our endowment.  There is still much work to be done
to ensure our future and we intend to make the most of the
opportunities available to us as we conclude the reorganization
process.  We move forward with confidence knowing that with hard
work, outstanding execution, and support from the Philadelphia
community, the Orchestra's vibrancy and excellence will remain for
our beloved audiences--both here and abroad."

On April 16, 2011, The Philadelphia Orchestra Association filed
for Chapter 11 bankruptcy protection.  This decision was based
upon several critical financial challenges facing the
organization, specifically its rapidly dwindling operating funds
and a structural deficit of $14.5 million.  Although The
Philadelphia Orchestra had no long-term debt, it was operating at
a significant loss based upon depleted revenues, eroding endowment
income, unfunded pension obligations, and increased fixed costs.

With consensual agreements reached in the reorganization process
with the musicians of The Philadelphia Orchestra, the Kimmel
Center, the American Federation of Musicians and Employers'
Pension Fund (AFM-EPF), the Pension Benefit Guaranty Corporation
(PBGC), as well as Encore Series Incorporated and Peter Nero and
the Philly Pops (PNPP), the Association will exit bankruptcy
having addressed key issues that had greatly impacted its
significant structural deficit.  Since its filing, the Association
has experienced increased attendance and an increased number of
Annual Fund donors, specifically new donors.  The Association has
also raised nearly $37 million for its Transformation Fund, which
was created in April 2011 to assist the Orchestra through its
financial restructuring and in the runway funding for its plan.

"We have tremendous momentum--artistically and institutionally--as
we move forward from this process," said Allison Vulgamore,
president and CEO of The Philadelphia Orchestra.  "Returning from
our successful residency pilot in China where the Orchestra
reaffirmed its world-renowned sound throughout the provinces, to
the profound enthusiasm displayed by Philadelphia audiences during
our recent Stokowski Celebration at the Academy of Music, our
community is newly invigorated around The Philadelphia Orchestra.
As we close a critical time in our history with this confirmation,
we have begun a transformative new era with Yannick Nezet-Seguin
as our music director with a strong resolve to ensure that this
Orchestra remains the cultural icon of Philadelphia that it has
always been--a world ambassador for our Commonwealth."

                 About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.

The orchestra postpetition signed a new contract with musicians
and authority to terminate the existing musicians' pension plan.


PIGGLY WIGGLY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Piggly Wiggly of Crystal Springs, Inc.
        509 W. Marion Avenue
        Crystal Springs, MS 39059

Bankruptcy Case No.: 12-02054

Chapter 11 Petition Date: June 25, 2012

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Jackson Divisional
       Office)

Judge: Neil P. Olack

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

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

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

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

The petition was signed by Kenneth Bowman, Jr., vice president.

Affiliate that filed separate Chapter 11 petition:

        Entity                          Case No.     Petition Date
        ------                          --------     -------------
The Bowman Company                      12-02052          06/25/12


PINNACLE AIRLINES: Court Fixes Aug. 6 as General Claims Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
established Aug. 6, 2012, at 5 p.m. (prevailing Eastern Time) as
the deadline for any individual or entity to file proofs of claim
against Pinnacle Airlines Corp., et al.

The Court also set Sept. 28, at 5 p.m. as governmental bar date.

Proofs of claim may be delivered:

  * by hand or overnight courier to:

         Pinnacle Airlines Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         757 Third Avenue, 3rd Floor
         New York, NY 10017

         The United States Bankruptcy Court, SDNY
         One Bowling Green, Room 534
         New York, NY 10004-1408

                  or

  * by mailing the original proof of claim to:

         Pinnacle Airlines Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         FDR Station, P.O. Box 5071
         New York, NY 10150-5071

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PINNACLE AIRLINES: NSB Aviation Approved as Advisor/Consultant
--------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorized Pinnacle Airlines Corp.,
et al., to employ NSB Aviation, LLC as their advisor/consultant to
provide interim management and restructuring services; and (b)
designate Steven A. Rossum as chief restructuring officer in each
case.

As reported in the Troubled Company Reporter on June 21, 2012, NSB
will, among other things:

   a) assist the Debtors' management in the design and
      implementation of a restructuring strategy;

   b) advise the Debtors' management and boards of directors and
      working with management and its advisors on achieving cost
      targets contemplated by the Debtors' business plan; and

   c) provide, if requested by the Debtors, testimony in
      connection with any Chapter 11 cases.

Mr. Rossum, president and managing director of NSB, tells the
Court that the Debtors agreed to compensate him and NSB as:

   1. A monthly fee in the amount of $57,000, payable upon
      submission of monthly invoices.

   2. In the event of a Termination without Cause by the Debtors,
      the Engagement Letter provides that the Debtors will have no
      further liability or obligation whatsoever, except that they
      will pay NSB all compensation that has accrued, but is
      unpaid prior to the termination, and any expenses incurred
      prior to the termination and payable pursuant to the
      Engagement Letter.

   3. NSB will submit monthly invoices to the Debtors that will
      include (i) a reasonable summary of services provided, (ii)
      an approximation of the aggregate hours worked, and (iii) a
      summary of expenses incurred to the Debtors.

   4. NSB will file with the Court quarterly reports of
      compensation earned and provide copies to the U.S. Trustee
      and Committee Counsel; and parties-in-interest in these
      Chapter 11 cases will have the right to object to fees paid
      and expenses reimbursed to NSB within 20 days after NSB
      files the reports.

Mr. Rossum assures the Court that NSB and its professionals are
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PRINCE SPORTS: Creditors Voting on Chapter 11 Plan
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors have begun voting on the reorganization
plan proposed by Prince Sports Inc.  The confirmation hearing for
approval of the plan is scheduled to take place July 27 in U.S.
Bankruptcy Court in Wilmington, Delaware.  The plan calls for an
affiliate of Authentic Brands Group LLC to take ownership in
exchange for $67.2 million in secured debt it purchased.  The plan
proposes to give cash and lawsuit recoveries to unsecured
creditors, for an expected recovery of 29% on $13.8 million in
claims.

                        About Prince Sports

Prince Sports, Inc. and its U.S. affiliates filed voluntary
petitions for Chapter 11 reorganization (Bankr. D. Del. Lead Case
NO. 12-11439) on May 1, 2012, with a Chapter 11 plan that
contemplates the transfer of ownership to Authentic Brands Group
(ABG)-Prince LLC.

Founded in 1970, Prince Sports has a 42-year track record of
developing premium quality products for the racquet sports
industry.  The Company pioneered many innovative designs,
including the "oversized" racquet, the "longbody" racquet, and
technology for racquet applications such as Triple Threat, 03 and
EX03.  Prince sells its products through brands like "Ektelon,"
which sells racquetball racquets, footwear and gloves and "Viking
Athletics," through which it sells platform tennis paddles, balls
and gloves.  Prince is distributed in over 100 countries.

Lincolnshire Management Inc. acquired Prince from Benneton Group,
the parent company of United Colors of Benneton, in 2003.
Lincolnshire Management sold Prince to Nautic Partners in August
2007.

The Debtor has a Chapter 11 plan where (ABG)-Prince LLC, which
acquired the secured debt from GE Capital and Madison Capital,
will be acquiring 100% of the new equity in exchange of the
discharge of the debt.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  The Debtors have also tapped FTI Consultin, Inc., to
provide David J. Woodward as Chief Restructuring Officer, and
provide additional personnel. Epiq Bankruptcy Solutions LLC is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case.


PROFESSIONAL AUDIO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Professional Audio Design, Inc.
        90 Corporate Park Drive, Suite 1420
        Pembroke, MA 02359

Bankruptcy Case No.: 12-15424

Chapter 11 Petition Date: June 25, 2012

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

Judge: William C. Hillman

Debtor's Counsel: Nina M. Parker, Esq.
                  PARKER & ASSOCIATES
                  10 Converse Place
                  Winchester, MA 01890
                  Tel: (781) 729-0005
                  Fax: (781)729-0187
                  E-mail: nparker@ninaparker.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mab12-15424.pdf

The petition was signed by David Malekpour, president, treasurer
and director.


PRY-WING, LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pry-Wing, LLC
        4210 Columbia Road, Suite 17-C
        Martinez, GA 30907

Bankruptcy Case No.: 12-11113

Chapter 11 Petition Date: June 24, 2012

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Augusta)

Debtor's Counsel: James T. Wilson, Jr., Esq.
                  JAMES T. WILSON, JR., P.C.
                  945 Broad Street, Suite 220
                  P.O. Box 2112
                  Augusta, GA 30903
                  Tel: (706) 722-4933
                  Fax: (706) 722-0472
                  E-mail: brooke@jtwilsonlaw.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 its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/gasb12-11113.pdf

The petition was signed by William G. Wingate, member.


QUANTUM CORP: Assigns $25MM of Revolver Commitment to Silicon
-------------------------------------------------------------
Quantum Corporation amended its credit agreement dated March 29,
2012, with Wells Fargo Capital Finance LLC, as administrative
agent, and the lenders party thereto, in order to allow for the
assignment of an aggregate of $25 million of the total revolver
commitment under the Credit Agreement to Silicon Valley Bank.
This amendment also made certain other conforming and related
modifications to the Credit Agreement.  A copy of the amendment is
available for free at http://is.gd/cezOAO

                       About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of $4.54
million during the prior year.

The Company's balance sheet at March 31, 2012, showed
$395.34 million in total assets, $442.02 million in total
liabilities, and a $46.68 million stockholders' deficit.


QUANTUM FUEL: Sells $4.6 Million Bridge Notes
---------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., entered into
separate Subscription Agreements with certain "accredited
investors" for the sale and purchase of $4,625,000 of unsecured
senior subordinated nonconvertible promissory notes and warrants
to purchase shares of the Company's common stock.  The Company
received gross proceeds of $4,625,000, of which $2,375,000 was
paid in cash and $2,250,000 was paid by the cancellation of
unsecured convertible notes owed by the Company to certain of the
Investors that participated in the Private Placement that were
scheduled to mature on various dates during October 2012 and
November 2012.  The net cash proceeds from the Private Placement
will be used for general working capital purposes.

The Bridge Notes are unsecured obligations of the Company and are
subordinate in all respects to the Company's senior secured
indebtedness.  Interest accrues at a rate of 12% per year and is
payable quarterly in arrears on October 1, January 1, April 1 and
July 1.

The Company paid its placement agent a cash fee equal to $371,250
for services rendered in connection with the Private Placement.

A copy of the Form 8-K is available for free at:

                       http://is.gd/KKJQdP

                       About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel reported a net loss attributable to stockholders of
$38.49 million on $24.47 million of total revenue for the eight
months ended Dec. 31, 2011, compared with a net loss attributable
to stockholders of $6.52 million on $10.51 million of total
revenue for the same period a year ago.  The Company reported a
net loss of $11.03 million for the year ended April 30, 2011,
following a net loss of $46.29 million during the prior year.

The Company's balance sheet at March 31, 2012, showed
$51.54 million in total assets, $17.48 million in total
liabilities, and $34.06 million in total stockholders' equity.

Haskell & White LLP, the Company's independent registered public
accounting firm for the Transition Period ended Dec. 31, 2011, has
included an explanatory paragraph in their opinion that
accompanies the Company's audited consolidated financial
statements as of and for the eight months ended Dec. 31, 2011,
indicating that the Company's current liquidity position raises
substantial doubt about its ability to continue as a going
concern.  If the Company is unable to further improve its
liquidity position, the Company may not be able to continue as a
going concern.


QUICKSILVER RESOURCES: S&P Lowers Corp. Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Quicksilver Resources Inc. to 'B-' from 'B'. The outlook
is negative.

"At the same time, we lowered the issue rating on Quicksilver's
senior unsecured debt to 'CCC+' (one notch lower than the
corporate credit rating) from 'B-'. The recovery rating on this
debt is '5', indicating our expectation of modest (10% to 30%)
recovery for lenders in the event of a default. We also lowered
the issue rating on Quicksilver's subordinated debt to 'CCC'(two
notches lower than the corporate credit rating) from 'CCC+'. The
recovery rating on this debt is '6', indicating our expectation of
negligible (0% to 10%) recovery for lenders in the event of a
default," S&P said.

"The downgrade primarily reflects the prospects for weaker
profitability and deteriorating credit protection measures, and
the risk of ongoing negative free cash flow and liquidity burn at
Quicksilver as a result of our lower natural gas liquids pricing
assumptions and our lower production estimate," said Standard &
Poor's credit analyst Carin Dehne-Kiley. "We recently reduced
our NGL pricing assumptions to 42% of West Texas Intermediate
(WTI) crude oil in 2012 and 50% of WTI in 2013, from 53% of WTI in
each year, previously. NGLs currently constitute about 18% of
Quicksilver's total equivalent production, and although the
company has about 60% of its NGL volumes hedged in 2012, it has no
NGL volumes hedged for 2013."

"In addition, we have reduced our production estimates for 2012
due to the company's lower guidance for second-quarter volumes. On
May 8, 2012, Quicksilver provided second-quarter 2012 production
guidance of 375 million cubic feet equivalent per day (MMcfe/d) to
385MMcfe/d, compared with 377 MMcfe/d in the first quarter and an
average of 412 Mmcfe/d in 2011. In response to lower natural gas
prices, the company has significantly slowed drilling and
completion activities in the dry gas areas of the Barnett shale,
leading to production declines. We are now assuming production
declines about 5% year-over-year in 2012, versus increasing about
1% in our previous projections," S&P said.

"Also, our view is that debt-to-EBITDA will increase above levels
that are appropriate for the 'B' rating category. Based on this
year's capital program of $370 million, and incorporating our
assumption of a similar capital spending level in 2013, we
estimate the company's debt-to-EBITDA will exceed 5.5x at year-end
2012 and approach 7.5x at year-end 2013," S&P said.

"Our rating on Ft. Worth, Texas-based Quicksilver reflects the
company's 'vulnerable' business risk and 'highly leveraged'
financial risk. Our assessment of the company's business risk is
based on its participation in the cyclical and capital-intensive
E&P industry and its vulnerability to the currently weak natural
gas and natural gas liquids markets, given that natural gas and
NGLs account for about 80% and 18%, respectively, of its total
current production and proven reserve base. Based on actual first-
quarter realized prices and costs, Quicksilver's operating income
(EBIT) per unit of production is negative, while it still carries
relatively high debt given acquisition activity over the past few
years. The ratings also reflect the company's relatively large
proven reserve base for the rating category, low cost structure,
and above market-priced hedges in 2012 (although these begin to
roll off in 2013)," S&P said.

"The negative outlook reflects our expectations that Quicksilver's
cash flows and credit metrics will deteriorate over the next two
years, with debt to EBITDA exceeding 5.5x by year-end 2012 and
approaching 7.5x at year-end 2013. Our outlook assumes no proceeds
from the company's planned MLP or joint venture agreements, which
could be used to reduce leverage, or any capex reductions," S&P
said.

"We could lower the rating if liquidity drops below $200 million,
which would most likely occur if the company loses full access to
its credit facility, or if its borrowing base is significantly
reduced. We could stabilize the rating if the company is able to
bring debt-to-EBITDA back below 5.25x, and we believe that level
is sustainable," S&P said.


QVC INC: S&P Keeps 'BB' Corporate Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating and '1' recovery rating to QVC Inc.'s proposed $500 million
senior secured notes due 2022. "The new rating is two notches
above our 'BB' corporate credit rating on the company. The '1'
recovery rating indicates our expectation of very high (90%-100%)
recovery for debtholders in the event of a payment default. QVC is
a wholly owned subsidiary of Liberty Interactive Corp. and as a
result, we analyze the two companies on a consolidated basis at
the Liberty Interactive level. The company intends to use the
proceeds from the notes offering to repay outstanding borrowings
under QVC's revolving credit facility and for general corporate
purposes," S&P said.

"The 'BB' corporate credit rating remains unchanged, along with
the stable outlook, and is based on management's shareholder-
favoring policy, including a history of split-offs and debt-
financed share repurchases, but also considers QVC's solid
competitive position and operating performance. We believe share
repurchases will be an ongoing use of cash and that management
could contemplate acquisitions and potentially a dividend. QVC's
sizable equity portfolio and the solid business prospects of QVC
partially mitigate these negative factors," S&P said.

"For 2012, we are expecting mid-single-digit percentage revenue
and EBITDA growth. We are assuming moderate growth across most of
QVC's markets, with some softness in Germany. However, a return to
recession, which we view as having a 20% probability, could lead
to slower revenue and EBITDA gains, if any," S&P said.

"The rating outlook on QVC is stable. The company's performance
has been good despite the recession and a weak recovery. We expect
the company's steady operating performance will continue over the
intermediate term, absent a recession. We could lower the rating
if Liberty Interactive pursues sizable acquisitions or debt-
financed share repurchases, pushing debt leverage above 4.5x. An
upgrade to 'BB+' would require the company to demonstrate a
commitment to a more conservative financial policy and acquisition
strategy while preserving its solid competitive position," S&P
said.

RATINGS LIST

QVC Inc.
Liberty Interactive Corp.

Corporate Credit Rating          BB/Stable/--

New Ratings

QVC Inc.
Senior Secured
  $500 mil notes                  BBB-
   Recovery Rating                1


RCR PLUMBING: Plan Outline Hearing Continued Until July 10
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
continued until July 10, 2012, at 1:30 p.m., the hearing to
consider adequacy of the Disclosure Statement explaining RCR
Plumbing and Mechanical Inc.'s Plan of Reorganization.

As reported in the Troubled Company Reporter on June 6, 2012,
according to the Disclosure Statement dated April 27, 2012, the
Plan contemplates that the Debtor will continue operating as a
plumbing and HVAC subcontractor for medium- to large-scale
residential and commercial building projects.  The Debtor will
complete its current projects and may submit bids for new
projects.  The Debtor will use the proceeds from its operations,
including the proceeds from the sale of any personal property no
longer necessary for operations, well as any net proceeds from the
Post-Confirmation Litigation to pay creditors.

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

                        About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. at Weiland, Golden, Smiley et al., serve as the
Debtor's counsel.  Sidley Austin LLP as its special labor and
employment counsel BSW & Associates as financial advisor.
Kurtzman Carson Consultants LLC serves as noticing agent.  In its
petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts.  The petition was signed by Robert C. Richey,
president/CEO.

The Official Committee of Unsecured Creditors tapped Venable LLP
as its counsel.


RESEARCH IN MOTION: To Ax 5,000 Jobs After Another Losing Quarter
-----------------------------------------------------------------
Blackberry maker Research In Motion Limited on Thursday reported
first quarter results for the three months ended June 2, 2012 (for
fiscal year 2013).  RIM said revenue for the first quarter of
fiscal 2013 was US$2.8 billion, down 33% from US$4.2 billion in
the previous quarter and down 43% from US$4.9 billion in the same
quarter of fiscal 2012.

RIM said GAAP net loss for the quarter was US$518 million compared
with a GAAP net loss of US$125 million in the prior quarter and
GAAP net income of US$695 million in the same quarter last year.

RIM also said its restructuring efforts are underway and will
include a global workforce reduction of approximately 5,000
employees from its current workforce of 16,500 as part of its
efforts to realize over US$1 billion in cost savings, based on the
Company's fourth quarter fiscal year 2012 run rate.

"Our first quarter results reflect the market challenges I have
outlined since my appointment as CEO at the end of January. I am
not satisfied with these results and continue to work aggressively
with all areas of the organization and the Board to implement
meaningful changes to address the challenges, including a
thoughtful realignment of resources and honing focus within the
Company on areas that have the greatest opportunities," said
Thorsten Heins, President and CEO.  "Our top priority going
forward is the successful launch of our first BlackBerry 10
device, which we now anticipate will occur in the first quarter of
calendar 2013.

According to Mr. Heins, in parallel with the roll out of
BlackBerry 10, we are aggressively working with our advisors on
our strategic review and are actively evaluating ways to better
leverage our assets and build on our strengths, including our
growing BlackBerry subscriber base of approximately 78 million,
our large enterprise installed base, our unique network
architecture and our industry leading security capabilities."

The Company said it expects to incur restructuring related charges
of approximately $350 million by the end of fiscal 2013, primarily
associated with the global workforce reduction.  Other charges and
cash costs may occur during this process, and the Company intends
to share more details throughout the year regarding its progress
as programs are implemented or changes are completed.

RIM expects the next several quarters to continue to be very
challenging for its business based on the increasing competitive
environment, lower handset volumes, potential financial and other
impacts from the delay of BlackBerry 10, pressure to reduce RIM's
monthly infrastructure access fees, and the Company's plans to
continue to aggressively drive sales of BlackBerry 7 handheld
devices.

The Company also expects to report an operating loss in the second
quarter of fiscal 2013, as RIM continues to invest in marketing
programs and continues to work through the transition to
BlackBerry 10, as well as the Company's fixed costs being
allocated over a lower volume of shipments.  This outlook excludes
the impact of charges related to the CORE Program.

As of June 2, 2012, RIM had US$13.06 billion in total assets
against US$3.45 billion in total liabilities.

A copy of RIM's earnings release is available at no extra charge
at http://is.gd/cM6zfo

                           *     *     *

The Wall Street Journal's Chip Cummins reports that RIM's shares
fell 19% to $7.39 on Friday, June 29, driving the company's market
capitalization to $3.81 billion, less than 1/20th of its peak
value in 2008.  The selloff came a day after the company's
announcements that included a delay in the debut of its next
BlackBerry phone, a larger-than-expected loss and as many as 5,000
layoffs.  RIM said it is now expecting to start selling its next
phone, using the coming BlackBerry 10 operating system, in early
2013.

According to WSJ, stripping out its cash, investors are now
essentially valuing the rest of RIM's global operations, brands
and other assets at a mere $1.6 billion.  A big question mark, the
report says, is the value of the company's patents, which analysts
have pegged anywhere between $2 billion and $5 billion.

WSJ says the selling Friday ratchets up pressure on RIM to explore
radical strategic shifts that it has so far signaled it doesn't
yet see as a priority, such as a sale of the company.

WSJ relates CEO Heins declined to discuss details of the company's
strategic review Thursday, saying only that many options were
still open to the board.

WSJ also reports Bank of America-Merrill Lynch analysts in a
Friday morning note said they do "not believe RIM will be able to
build its own ecosystem" to challenge smartphone market leaders
Apple Inc. and Google Inc.'s Android, and new competition from
upstart player Microsoft Corp.

WSJ reports that RIM CFO Brian Bidulka told analysts Thursday he
expects cash levels to remain largely the same through the current
quarter.

                     About Research In Motion

Founded in 1984 and based in Waterloo, Ontario, Blackberry(R)
maker Research In Motion Limited -- http://www.rim.com/or
http://www.blackberry.com/-- operates offices in North America,
Europe, Asia Pacific and Latin America.  RIM is listed on the
NASDAQ Stock Market (NASDAQ: RIMM) and the Toronto Stock Exchange
(TSX: RIM).


RESIDENTIAL CAPITAL: Triax Objects to $8.7-Bil. RMBS Trust Deal
---------------------------------------------------------------
Triaxx Prime CDO 2006-1, LLC; Triaxx Prime 2006-2, LLC; and
Triaxx Prime CDO 2007-1, LLC, oppose the proposed settlement,
complaining that it is inequitable and disproportionately favors
investors in the riskier Trusts.

As reported in the June 22, 2012 edition of the Troubled Company
Reporter, the Debtors are asking Judge Martin Glenn of the U.S.
Bankruptcy Court for the Southern District of New York to approve
a compromise and settlement of an allowed claim of up to $8.7
billion against Debtors Residential Funding Company, LLC and GMAC
Mortgage LLC, to be offered and allocated among certain
securitization trusts pursuant to settlement agreements.  The RMBS
Trust Settlement resolves, in exchange for the Allowed Claim,
alleged and potential representation and warranty claims held by
up to 392 securitization trusts in connection with approximately
1.6 million mortgage loans and approximately $221 billion in
original issue balance of associated residential mortgage-backed
securities, comprising all of such securities issued by the
Debtors' affiliates from 2004 to 2007.

On behalf of Triaxx, John G. Moon, Esq., at Miller & Wrubel P.C.,
in New York -- jmoon@mw-law.com -- complains that the allocation
formula set forth in the RMBS Trust Settlement treats all trusts
as the same and merely allocates according to losses across as the
trusts.  He notes that Triaxx invested only safer prime and fixed-
rate alt-A Trusts.  The riskier Trusts would have been expected to
have greater losses than prime or fixed-rate alt-A Trusts due to
the greater risk associated with subprime, alt-A POA and second
lien Loans, even absent any representation and warranty
violations, he stresses.

Notably, Triaxx has analyzed 356 of the 392 trusts covered by the
proposed settlement.  The trusts analyzed by Triaxx have realized
losses of approximately $27.1 billion.  Based on the delinquent
loans still held by the Trusts and other factors Triaxx estimates
that the total losses will ultimately be approximately $48
billion for the Trusts it analyzed.  The total losses for all 392
Trusts would be greater.

Mr. Moon further contends that the proposed settlement and the
Debtors' Motion refer collectively to the Debtors and fail to
differentiate among them.  Notably, the Debtors that made
representations and warranties to the Trusts include RFC and
GMAC, operating subsidiaries of ResCap.  He avers that the
circumstances of the proposed settlement are questionable.  It
seems that the proposed Settlement appears to be part and parcel
of a deal to release non-debtor AFI from liability for the
Trusts' claims, he asserts.  The Proposed Settlement is also
vague as to the amount of the attorney compensation, which could
exceed $400 million, that would actually be paid to the law
firms, he adds.

The entities hold 24 classes of certificates issued by 20 of the
RMBS trusts covered by the settlement.  As of May 31, 2012,
Triaxx held an aggregate notional amount of $637 million of those
certificates.  Triaxx's holdings in 23 classes of these
certificates constitute greater than 25% of such class.

Judge Glenn adjourned the hearing to consider the RMBS Trust
Settlement from July 24, 2012 to a date to be determined.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Hearing on Plan Support Deal Adjourned
-----------------------------------------------------------
Judge Martin Glenn adjourned the hearing to consider approval of
Residential Capital's Plan Support Agreements to a date to be
determined.  The hearing was originally scheduled for July 24,
2012.

As reported in the June 22, 2012 edition of the Troubled Company
Reporter, the Debtors seek the Bankruptcy Court's permission to
assume substantially similar plan support agreements entered into
with two groups of consenting claimants, one lead by the Steering
Committee Group, and the other lead by Talcott Franklin, P.C.

The consenting claimants from both groups are investors in
residential mortgage-backed securities backed by mortgage loans
held by securitizations sponsored by the Debtors between 2004 and
2007.

The Plan Support Agreements, in conjunction with plan support
agreements with Ally Financial Inc., will enable the Debtors to
move expeditiously towards confirmation and consummation of the
Plan with the support of parties representing the Debtors' key
secured creditor constituencies and most of the general unsecured
claim pool in these bankruptcy cases, says Larren M. Nashelsky,
Esq., at Morrison & Foerster LLP, in New York.

"The RMBS Trust Settlement Agreements and Plan Support Agreements
are intended to prevent the extended litigation (relating to the
RMBS and the Debtors' key restructuring activities, including
Plan confirmation, distraction, costs and delays in the
administration of the Debtors' bankruptcy cases that would result
if the Debtors were not able to resolve the claims held by the
trustees for the Trustees related to certain alleged breaches of
representations and warranties by the Debtors associated with the
Debtor-sponsored securitizations," according to Mr. Nashelsky.

In general, the Plan Support Agreements require the Consenting
Claimants to direct the Trustees to vote in favor of and support
confirmation of a plan of reorganization consistent with (i) the
Plan Term Sheet and (ii) a separate settlement with AFI,
including the cash contribution of $750 million.

The Consenting Claimants also agree to (i) support, and direct
the Trustees to support, various motions and applications to be
filed by the Debtors, including the Debtors' motion to stay
litigation against AFI; and (ii) use commercially reasonable
efforts to get other RMBS holders to join the Plan Support
Agreements or RMBS Trust Settlement Agreements.

In exchange, the Debtors agree to, among other things, effectuate
and consummate restructuring contemplated by the Plan Term Sheet,
including the AFI Settlement Agreement, in accordance with
milestones contained in the Plan Support Agreements, including:

* Obtaining final approval of debtor-possession financing on or
   before 50 days following the Petition Date;

* Obtaining approval of the Plan Support Agreements by the
   earlier of (i) 60 days following the Petition Date and (ii)
   the date on which the Court enters an order approving the
   Disclosure Statement.

* Obtaining entry of an order of the Court approving the
   Compromises contemplated by the RMBS Trust Settlement
   Agreement on or before 60 days following the Petition Date;

* Obtaining approval the Disclosure Statement on or before 90
   days following the Petition Date;

* Obtaining approval of proposed bidding procedures for the
   sales of assets contemplated in the Executive Summaries on or
   before 90 days following the Petition Date;

* Obtaining confirmation of the Plan on or before
   October 31, 2012; and

* On or before December 15, 2012, the effective date of the Plan
   will have occurred.

The Plan Support Agreements, however, do not materially restrict
the Debtors' ability to consider alternative plan structures in a
manner consistent with their fiduciary duties.

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

  http://bankrupt.com/misc/ResCap_SteeringCommPlanSupportAgr.pdf
  http://bankrupt.com/misc/ResCap_TalcottPlanSupportPact.pdf

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Court Approves AFI Shared Services Agreement
-----------------------------------------------------------------
Judge Martin Glenn authorized Residential Capital LLC and its
affiliates, on a final basis, to enter into a shared services
agreement with Ally Financial Inc., nunc pro tunc to the Petition
Date for the continued receipt and provision of shared services
necessary for the operation of the Debtors' businesses.

The final order also provides that the Debtors will provide a
five-day advance notice to the Official Committee of Unsecured
Creditors, with respect to any material amendments or
modifications to the agreement, or proposed assignment of the
agreement.

Before entry of the final order, ResCap Chief Financial Officer
James Whitlinger related that as a result of the intensive and
thorough negotiations that occurred between the two companies,
the final cost to ResCap for services provided by AFI under the
Agreement was reduced to approximately $123 million -- a
significant reduction reflecting the provision of services that
are absolutely necessary to the functioning of ResCap and its
subsidiaries as debtors-in-possession.  The pricing methodology
that was utilized in connection with the creation of the
Agreement is also notable because it allowed ResCap to capture
the reduction in or elimination of certain services.

The Creditors' Committee earlier commented that the description
of the Shared Services Agreement in the Debtors' Motion lack
material discussion evidencing that the agreement was negotiated
at arm's-length and in good faith, including how the intercompany
activity was calculated and charged historically, and the
business justification for obtaining those services through AFI,
as opposed to a third-party service provider.  After discussions
with the Debtors and a review of the historical costs and payment
structure provided to the panel, the Creditors' Committee
believes that the terms of the Shared Services Agreement are not
detrimental to the Debtors' estates.

The Creditors' Committee has also negotiated with the Debtors
regarding providing the panel with notice of any material
amendments or modifications to the agreement, or proposed
assignment of the agreement.  With those modifications, the
Creditors' Committee has no objection to entry of the Shared
Services Agreement.

The Debtors then filed with the Court an amended proposed final
order incorporating those modifications.

The Court signed the amended proposed order on June 15, 2012.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Wins Approval to Pay Employee Obligations
--------------------------------------------------------------
Judge Martin Glenn allowed Residential Capital LLC and its
affiliates, on a final basis, to pay their prepetition employee
obligations, including its obligation to reimburse Ally Financial
Inc. for any costs AFI has paid or will pay on account of the
Prepetition Employee Obligations.  Judge Glenn, however, limited
prepetition employment obligations payments to not more than
$11,725 to any single employee or contractor absent notice and
consent by the Official Committee of Unsecured Creditors.

George Crowley, Sr., human resources directors of the Debtors
told Judge Glenn that the Debtors' businesses derive their value
from the world-class service delivered by approximately 3,625
employees and 275 contractors employed by the Debtors.  These
employees and contractors, Mr. Crowley maintains, are the
Debtors' single most valuable asset.

For severance payments under the ResCap Severance Program, the
Debtors will provide prior notice to the Creditors' Committee and
the U.S. Trustee of any severance payment in cases where: (a) the
Employee is eligible for Tier II benefits under the ResCap
Severance Program; (b) the severance payment to the individual
Employee exceeds $50,000; (c) the Debtors' actions in any month
will cause the Debtors to incur additional aggregate severance
payments in excess of $500,000; or (d) the total number of
Employees eligible to receive severance payments will exceed 40
for that month.  The Debtors will not make any payments under the
ResCap Severance Program in excess of those Thresholds absent
such notice to the Creditors' Committee or the US Trustee.

The Debtors will not make any payments under the AFI Long Term
Equity Compensation Plan and the ResCap Annual Plan without
further order of the Court.

The Debtors' banks are authorized and directed to receive,
process, honor and pay any and all prepetition and postpetition
checks and fund transfers evidencing payments made under this
final order or any other order of the Court.  The Debtors are
further authorized to issue new postpetition checks or effect new
postpetition fund transfers on account of the Prepetition
Employee Obligations authorized by the Final Order to replace any
prepetition checks or fund transfer requests that may be
dishonored or rejected.

Judge Glenn held that nothing in the Debtors' Motion, the Final
Order, the Bankruptcy Code or the relief granted will prohibit or
otherwise restrict AFI from continuing or making payments on
account of any compensation and benefit programs covering the
Debtors' Employees, Directors or Contractors.

The Debtors are also authorized to modify, change and discontinue
any of the policies, plans, programs, practices, and procedures
associated with compensation and benefits programs for their
Employees and Contractors and to implement new plans, policies,
practices and procedures related thereto in the ordinary course
of business during these Chapter 11 cases in their sole
discretion without the need for further Court approval; provided
that the Debtors will notify the Creditors' Committee and the
U.S. Trustee of any modifications, changes, discontinuances or
additions to the Debtors' compensation and benefit programs.

Before entry of the final order, the Debtors filed with the Court
a revised proposed final order to reflect modifications
negotiated with the Creditors' Committee.  The Creditors'
Committee specifically wanted the final order to provide that the
Debtors will notify the panel if they intend to make severance
payments or any modifications, changes, discontinuances or
additions to the Debtors' compensation and benefit programs.

The Court signed the revised proposed order on June 15, 2012.

                     Salary Stock Payments

Mr. Crowley relates that as a result of Ally Financial Inc.
having received funds under the Troubled Asset Relief Program,
the U.S. Government has imposed limitations on the amount, form,
and timing of compensation paid to certain employees of AFI and
its subsidiaries, including the Debtors and their top executives.
For those individuals among the "Top 25" highest paid employees
in the AFI organization, the structure and amounts of their
annual compensation are subject to the approval of the OSM.

Mr. Crowley relates that there are three ResCap employees who are
in AFI's "Top 25" and are scheduled to continue to receive
payment postpetition on account of previously-issued Salary
Stock, as well as new Salary Stock to be issued within each bi-
weekly pay period: ResCap's Chief Executive Officer, President
and Chief Capital Markets Officer.  The amounts collectively owed
to these ResCap's employees for Salary Stock issued before the
Petition Date is approximately $12.5 million, he discloses.  But
for the TARP restrictions, the Debtors' employees in the "Top 25"
would have received the monetary equivalent of the Salary Stock
before the Petition Date as part of the regular payment of their
base salary.

To obtain requisite Court authority for these Salary Stock-
related practices, the Debtors are working with AFI and the
Creditors' Committee to develop a proposed resolution, for which
the Debtors will file a motion as soon as practicable.  The
Debtors will also engage with AFI and the Creditors' Committee to
develop an acceptable reimbursement mechanism for the TARP Stock
and restricted stock units that vested both before and after the
Petition Date, with the aim of safeguarding the interests of the
Debtors' senior management, Mr. Crowley says.

"These personnel are critical to the Debtors' ongoing
reorganization efforts and should not be deprived of their
previously-earned compensation, especially as these awards
do not prejudice the Debtors' estates and its creditors and,
subject to Court approval, are permissible under the Bankruptcy
Code," Mr. Crowley insists.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RG STEEL: Mountain State Carbon Lawsuit Goes Back to State Court
----------------------------------------------------------------
Mountain State Carbon, LLC, which is 50% owned by RG Steel
Wheeling LLC, convinced a district judge in Wheeling, West
Virginia, to remand its lawsuit against suppliers to the Circuit
Court of Brooke County.  Judge Robert C. Chambers said, though a
number of factors weigh in favor of maintaining federal
jurisdiction, the case for remand is significantly more compelling
because:

     -- the action exclusively involves state law claims and
        non-debtor parties;

     -- the action bears only a remote connection to the
        bankruptcy case of RG Steel; and

     -- the economical use of judicial resources will be
        undeniably better served by remand to a state court that
        is equipped with nearly four years of experience not only
        with the ins and outs of the parties' contentions but also
        with the evidence discovered and anticipated to be
        presented at trial in support of those contentions, rather
        than remaining with a district court or being transferred
        to a bankruptcy court that will be asked to start back at
        day one.

"[T]here can be no question that the outcome of t[he lawsuit]
could conceivably have an effect on RG Steel's bankruptcy estate,
which is being administered in the District of Delaware.
Specifically, due to RG Steel's 50% ownership of Mountain State,
any recovery in this action could conceivably increase the size of
RG Steel's bankruptcy estate for the benefit of his creditors,"
Judge Chambers said.

The lawsuit is, MOUNTAIN STATE CARBON, LLC, Plaintiff, v. CENTRAL
WEST VIRGINIA ENERGY COMPANY, MASSEY ENERGY COMPANY, n/k/a Alpha
Appalachia Holdings, Inc., MASSEY COAL SALES COMPANY, INC., n/k/a
Appalachia Coal Sales Company, Inc., Defendants, Civil Action No.
5:12-CV-87 (N.D. W.Va).  A copy of the District Court's June 26,
2012 Memorandum Opinion and Order is available at
http://is.gd/DAPVxffrom Leagle.com.

In 1993, Wheeling Pittsburgh Steel Corporation entered into a
10-year coal supply agreement with defendant Central West Virginia
Energy Company.  Pursuant to the Coal Supply Agreement, Central
Energy agreed to supply, and Wheeling Pitt agreed to purchase from
Central Energy, 100% of the metallurgical coal requirements of its
Follansbee, West Virginia, plant.  In 2002, an amendment to the
Coal Supply Agreement extended the term of the contract seven
years and specified that each contract year ran from November 1st
to October 31st.  In 2005, Mountain State Carbon, LLC, was formed
as a joint venture between Wheeling Pitt and SNA Carbon, LLC, to
own and operate the Follansbee plant under the Coal Supply
Agreement.

Prior to the commencement of each contract year, Mountain State is
required to advise Central Energy of its annual coal requirements
for the upcoming contract year.  Central Energy is then required
to deliver, and Mountain State is required to accept, not less
then 95% and not more than 105% of the identified annual
requirements, deliverable during that contract year.  Mountain
State has the right to allocate its annual requirements for
delivery across the four quarters of the contract year. However,
at least 90 days before an upcoming quarter, Mountain State must
give Central Energy written notice of the amount of annual
requirements to be delivered during that quarter.  If Mountain
State fails to give proper notice, then the parties operate from
the quantity of coal delivered during the preceding quarter.
Central Energy is required to deliver, and Mountain State is
required to accept, not less than 90% and not more than 110% of
the nominated quantity of coal, such coal deliverable during that
quarter.  Though not contractually required, Central Energy
obtained its coal from Massey Energy Company, n/k/a Alpha
Appalachia Holdings, Inc., through Massey Coal Sales Company,
Inc., n/k/a Appalachia Coal Sales Company, Inc.

During the first half of 2008, demand for steel (and thus
metallurgical coal) rose significantly, pushing market prices well
beyond the price agreed to in the Coal Supply Agreement. According
to Mountain State, Massey consequently directed Central Energy to
reduce its Mountain State deliveries so that Massey could sell and
ship more coal to other customers at higher prices.

In August 2008, the demand for steel dropped dramatically. At that
time, Wheeling Pitt was acquired by Severstal North America, Inc.,
the United States domestic arm of OAO Severstal, and renamed
Severstal Wheeling, Inc.  Though due on Aug. 3, 2008, Mountain
State failed to provide Central Energy with 90 days' notice of the
quantity of coal it required for the quarter to commence Nov. 1,
2008.  Instead, by letter dated Oct. 28, 2008, Mountain State
advised Central Energy that it required 1,128,000 tons of coal for
the upcoming contract year and only 228,000 tons for the first
quarter. By letter dated Jan. 30, 2009, Mountain State advised
Central Energy that it wished to reduce the nominated quantity it
was obligated to accept during the second quarter. In the same
letter, Mountain State advised that it would require delivery of
195,000 tons during the third quarter. By letter dated April 30,
2009, Mountain State advised that it was nominating zero tons for
the fourth quarter.  Mountain State failed to accept not less than
95% of its annual requirements for the contract year of 2009.
According to Central Energy, Mountain State acted by and through
Severstal Wheeling and at the direction of the other Severstal
entities.

On Aug. 27, 2008, Mountain State sued Central Energy for breach of
the Coal Supply Agreement in the Circuit Court of Brooke County,
West Virginia.  A month later, Mountain State joined Massey with a
claim of tortious interference with contractual relations. After
four years of discovery, trial is currently scheduled to commence
on July 30, 2012.

In the meantime, on April 29, 2009, Central Energy filed a
declaratory judgment action against Mountain State and Severstal
Wheeling in the United States District Court for the Southern
District of West Virginia seeking a number of declaratory
judgments, including that the Coal Supply Agreement required
Mountain State to accept not less than 95% of the 1,128,000 tons
of coal that it nominated for delivery in the contract year of
2009. In June 2009, Central Energy joined SNA Carbon, Severstal
U.S., and Severstal Russia, and added claims for breach of
contract and tortious misconduct. In July 2009, Mountain State and
Severstal Wheeling moved to dismiss for lack of subject matter
jurisdiction, particularly asserting a lack of diversity between
Central Energy and Severstal Wheeling. In March 2010, the Southern
District court agreed that there was no diversity between Central
Energy, a West Virginia corporation, and Severstal Wheeling, a
Delaware corporation with its principal place of business in
Wheeling.

Central Energy appealed and on April 13, 2011, the United States
Court of Appeals for the Fourth Circuit reversed, finding that
Severstal Wheeling had its principal place of business in
Dearborn, Michigan, and thus that the Southern District court had
diversity jurisdiction.

Severstal U.S. subsequently sold Severstal Wheeling to RG Steel
Wheeling, LLC.

After RG Steel filed a Chapter 11 petition, Central Energy and
Massey removed the Brooke County action to the District Court on
June 13, 2012, pursuant to 28 U.S.C. Sections 1452(a) and 1334(b),
asserting that this matter is a civil proceeding related to RG
Steel's bankruptcy case.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.


ROBERTS HOTELS: Fails to Win Retroactive Relief in Danna Hiring
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
authorized Roberts Hotels Houston, L.L.C., et al., to employ A.
Thomas Dewoskin and the law firm of Danna McKitrick, P.C. as
counsel.

The Court also ordered that the Debtors are authorized to pay for
services rendered at 80% of monthly fees and 100% of costs and
expenses.  The Debtors deposited $43,860 with the firm as a
deposit toward the payment of fees and expenses earned

Additionally, the Court said that the application be denied in
part as to the request that the relief be granted "retroactive" to
April 19, 2012.  The Court said that the nunc pro tunc relief is
granted only in extraordinary circumstances, which do not exist in
the Debtors' cases.

To the best of the Debtors' knowledge, Mr. DeWoskin and the firm
do not hold or represent any interests adverse to the Debtors or
to the estates.

                       About Roberts Hotels

Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have
filed separate Chapter 11 bankruptcy petitions.  The hotels are
among those involved in a lawsuit Bank of America filed against
Roberts Cos. in April 2012.  BofA alleges Roberts Cos. defaulted
on a loan to renovate six hotels it owns outside of Missouri and
owes more than $34 million.  The hotels are located in Tampa,
Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C.

Roberts Hotels Dallas LLC, which operates as a Courtyard by
Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11
bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012,
listing $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012,
listing $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Shreveport LLC, also under the Clarion flag, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12-
44495) on May 9, listing between $1 million and $10 million in
assets and between $10 million and $50 million in debts.

Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel,
formerly named Radisson Hotel & Suites Spartanburg, filed a
Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April
19, 2012.  It scheduled $3,028,820 in assets and $34,775,209 in
debts.

Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012,
listing under $50,000 in assets and up to $50 million in debts.

Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820
East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo.
Case No. 12-44391) on May 7, estimating assets between $1 million
and $10 million and debts between $10 million and $50 million.

A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the
Debtors' counsel.  The petitions were signed by Mike Kirtley,
chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between
$1 million and $10 million.  John D. Moore, P.A., represents the
Debtor.

The cases are jointly administered.


ROBERTS HOTELS: Taps Robert N. Goldstein as Consultant
------------------------------------------------------
Roberts Hotels Houston, L.L.C., et al., ask the U.S. Bankruptcy
Court for the Eastern District of Missouri for permission to
employ Robert N. Goldstein and Hospitality Consultants Management
Services, Inc., as consultant and advisor.

Hospitality Consultants will review the assets, operational and
management performance reviews, franchise status and compliance,
valuation assessment, property condition and analysis, viability
assessment, well as general consulting and support.

Prior to filing of the application, a related Roberts Brothers
entity provided a fee deposit of $5,000 to Hospitality Consultants
and Hospitality Consultants has been providing services to the
Debtors in the last month.  The Debtors desire to pay Hospitality
Consultants 80% of their monthly fees and 100% of their costs.

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

                       About Roberts Hotels

Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have
filed separate Chapter 11 bankruptcy petitions.  The hotels are
among those involved in a lawsuit Bank of America filed against
Roberts Cos. in April 2012.  BofA alleges Roberts Cos. defaulted
on a loan to renovate six hotels it owns outside of Missouri and
owes more than $34 million.  The hotels are located in Tampa,
Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C.

Roberts Hotels Dallas LLC, which operates as a Courtyard by
Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11
bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012,
listing $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012,
listing $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Shreveport LLC, also under the Clarion flag, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12-
44495) on May 9, listing between $1 million and $10 million in
assets and between $10 million and $50 million in debts.

Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel,
formerly named Radisson Hotel & Suites Spartanburg, filed a
Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April
19, 2012.  It scheduled $3,028,820 in assets and $34,775,209 in
debts.

Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012,
listing under $50,000 in assets and up to $50 million in debts.

Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820
East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo.
Case No. 12-44391) on May 7, estimating assets between $1 million
and $10 million and debts between $10 million and $50 million.

A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the
Debtors' counsel.  The petitions were signed by Mike Kirtley,
chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between
$1 million and $10 million.  John D. Moore, P.A., represents the
Debtor.

The cases are jointly administered.


ROBERTS HOTELS: Taps William Sessions, III, as Litigation Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
authorized Roberts Hotels Houston, L.L.C., et al., to employ
William C. Sessions, III, of counsel of Heaton & Moore., P.C., as
special litigation counsel to assist and advise the Debtors with
respect to litigation and potential litigation matters.

Mr. Sessions will, among other things:

   -- handle all aspects of all claims, including breach of
      contract, employment matters, taxes, and insurance claims,
      both for and against the Debtors;

   -- provide consultation services on leases, contracts,
      insurance issues, vendor issues and other matters which
      could involve litigation.

The hourly rate of Mr. Sessions is $185, and his partners and
associates are billed at the same rate.

The Debtors desire to pay Mr. Sessions 80% of his monthly fees and
100% of his costs.

To the best of the Debtors' knowledge, Mr. Sessions does not
represent any interest adverse to any of the six hotel entities
and has no connection with the U.S. Trustee for the region or her
employees.

                       About Roberts Hotels

Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have
filed separate Chapter 11 bankruptcy petitions.  The hotels are
among those involved in a lawsuit Bank of America filed against
Roberts Cos. in April 2012.  BofA alleges Roberts Cos. defaulted
on a loan to renovate six hotels it owns outside of Missouri and
owes more than $34 million.  The hotels are located in Tampa,
Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C.

Roberts Hotels Dallas LLC, which operates as a Courtyard by
Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11
bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012,
listing $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012,
listing $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Shreveport LLC, also under the Clarion flag, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12-
44495) on May 9, listing between $1 million and $10 million in
assets and between $10 million and $50 million in debts.

Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel,
formerly named Radisson Hotel & Suites Spartanburg, filed a
Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April
19, 2012.  It scheduled $3,028,820 in assets and $34,775,209 in
debts.

Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012,
listing under $50,000 in assets and up to $50 million in debts.

Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820
East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo.
Case No. 12-44391) on May 7, estimating assets between $1 million
and $10 million and debts between $10 million and $50 million.

A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the
Debtors' counsel.  The petitions were signed by Mike Kirtley,
chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between
$1 million and $10 million.  John D. Moore, P.A., represents the
Debtor.

The cases are jointly administered.


ROOMSTORE INC: Liquidators Guarantee 59% of Inventory Cost
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RoomStore Inc. was given authority by the bankruptcy
judge to hire liquidators to run going-out-of-business sales at
the remaining 29 stores.  The liquidators will pay expenses of the
sales while guaranteeing RoomStore a recovery of 59% of the cost
of merchandises.  In addition, the liquidators will pay $275,000
in cash.  The GOB sales will be conducted by a joint venture
between Hilco Merchant Resources LLC and three other liquidators.

The report notes that RoomStore previously said that the final
liquidation should generate enough cash to pay secured and
unsecured creditors in full.  The company filed a reorganization
plan to preserve the company's corporate existence and
stockholders' interests along with the ability to utilize tax
losses and thus offset gains from the sale of assets.

Immediately after bankruptcy, RoomStore hired liquidators and
conducted going-out-of-business sales at 18 locations.  Later,
10 stores in Texas were liquidated. The company itself closed
seven others.

                        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.


ROTECH HEALTHCARE: Five Directors Elected at Annual Meeting
-----------------------------------------------------------
Rotech Healthcare Inc.'s annual meeting of shareholders was held
on June 26, 2012.  The shareholders elected Arthur J. Reimers,
Philip L. Carter, James H. Bloem, Nathaniel A. Gregory and Edward
L. Kuntz to the Board of Directors.  The shareholders also
ratified the appointment of Deloitte & Touche LLP as the Company's
independent registered public accounting firm.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$267.15 million in total assets, $584.24 million in total
liabilities, $3.08 million in series A convertible redeemable
preferred stock, and a $320.17 million total stockholders'
deficiency.

                           *     *     *

As reported by the TCR on May 25, 2012, Standard & Poor's Ratings
Services affirmed its 'B' corporate credit rating and related
issue-level ratings on the company.

"The ratings reflect Rotech's 'highly leveraged' financial risk
profile, including its negative cash flow and overall sensitivity
of credit metrics to the uncertain reimbursement environment.
Rotech's 'weak' business risk profile primarily reflects its
narrow operating focus and exposure to continued Medicare
reimbursement reductions for its products and services,
particularly for its nebulizer medication," S&P said.

In the Jan. 13, 2012, edition of the TCR, Moody's Investors
Service lowered Rotech Healthcare Inc.'s Corporate Family rating
("CFR") to B3 from B2 as a consequence of weakening liquidity and
worse than expected operating performance in 2011 alongside only
modest expectations for improvement in 2012.  The downgrade to B3
incorporates Moody's concerns regarding the decline in Rotech's
cash balance due to significant working capital usage during 2011
and lower than expected growth in EBITDA.


SBA COMMUNICATIONS: S&P Affirms 'B+' CCR on TowerCo Acquisition
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on SBA Communications Corp. and its related
subsidiaries. The outlook is stable.

"We also affirmed all other ratings on the company, including our
'BB' issue-level rating on the secured credit facilities at
subsidiary SBA Senior Finance II LLC and our 'B+' issue-level
rating on unsecured debt issued by SBA Telecommunications Inc.,"
S&P said

"The ratings on TowerCo II Holdings LLC, including our 'B'
corporate credit rating, remain unchanged, and will be withdrawn
when this transaction is completed, since borrowings under their
credit facilities will be repaid at time of close and subsequently
cancelled," S&P said.

"The affirmation reflects our belief that SBA's acquisition of
TowerCo's wireless towers will result in higher leverage than we
had previously expected, but that the combined company's solid
cash flow generation will enable leverage to decline in 2013 to a
level we consider appropriate for the rating," said Standard &
Poor's credit analyst Catherine Cosentino.

"The stable outlook incorporates the view that the company's
leverage will remain high; debt to EBITDA, pro forma for Mobilitie
and TowerCo, is expected to total around 9x for 2012 and is likely
to improve only moderately to around 8.5x by year-end 2013, given
SBA's targeted net debt leverage of 7.0x to 7.5x, before our
adjustments," S&P said.

"Conversely, a downgrade could occur if leverage rises to the 10x
area. We believe this could occur if the company's financial
policy became materially more aggressive -- for example, if it
adopted a share repurchase program or paid a special dividend
exceeding around $1.3 billion, and funded these actions with
additional debt. Likewise, if the company increased leverage above
the 10x area to acquire or build additional towers that lacked
anchor tenants or had much lower cash flow margins than their
current tower base, this, too, could prompt a downgrade," S&P
said.

"Alternatively, while we believe that the company has good
prospects to obtain external funding for its significant near-term
cash needs, given its less than adequate liquidity assessment, if
it does not obtain funding in a timely manner to meet such cash
requirements, we could lower the ratings," S&P said.


SEQUENOM INC: Names Carolyn Beaver as Vice President and CAO
------------------------------------------------------------
Carolyn Beaver was appointed as Sequenom, Inc.'s Vice President
and Chief Accounting Officer.

Prior to joining the Company, Ms. Beaver, age 54, served in
various roles at Beckman Coulter, Inc., a global biomedical
testing manufacturer, since August 2005, including Corporate Vice
President, Controller and Chief Accounting Officer.  Since its
acquisition by Danaher Corp. in June 2011, Ms. Beaver has
continued to serve at Beckman Coulter, Inc., as the Corporate Vice
President, Controller.  From 1987 until 2002, Ms. Beaver was a
partner with KPMG LLP.  Ms. Beaver also currently serves as a
director of Commerce National Bank, a position she has held since
2005.  Ms. Beaver holds a B.S. in Accounting from California State
Polytechnic University, Pomona.

In connection with her employment Ms. Beaver will receive a base
salary of $320,000 per year and will be eligible for an annual
cash bonus of up to 35% of her base salary.  Ms. Beaver has been
granted an initial stock option to purchase 100,000 shares of the
Company's common stock, one-fourth of which will vest on the one
year anniversary of Ms. Beaver's start date and the remaining
portion of which will vest in equal monthly installments over the
following three year period.  Ms. Beaver was added to the
Company's Change in Control Severance Benefit Plan.  In connection
with her relocation to San Diego, Ms. Beaver will also receive
$50,000 for commuting and temporary living expenses.  Ms. Beaver
will also receive other benefits generally provided to the
Company's employees.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$171.88 million in total assets, $43.31 million in total
liabilities, and $128.56 million in total stockholders' equity.


SHERIDAN REHABILLITATIVE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Sheridan Rehabillitative & Wellness Center, Inc.
        7911 Rocton Avenue
        Chevy Chase, MD 20815

Bankruptcy Case No.: 12-21879

Chapter 11 Petition Date: June 25, 2012

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Theodore N. Nkwenti, Esq.
                  LAW OFFICES OF THEODORE NKWENTI, LLC
                  11249-B Lockwood Drive
                  Silver Spring, MD 20901
                  Tel: (301) 681 0361
                  E-mail: bklawcenter@aol.com

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Jacquelyn L. Wheeler, chief operating
officer.


SHRI SHIV: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Shri Shiv, Inc.
        dba Comfort Inn
        130 Montrose West
        Akron, OH 44321

Bankruptcy Case No.: 12-52064

Chapter 11 Petition Date: June 24, 2012

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Kenneth A. Blech, Esq.
                  KENNETH A. BLECH CO LPA
                  10850 Pearl Road, #D3
                  Strongsville, OH 44136-3305
                  Tel: (440) 238-7887
                  Fax: (440) 238-9532
                  E-mail: kenblech@ameritech.net

Scheduled Assets: $1,397,722

Scheduled Liabilities: $3,781,654

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ohnb12-52064.pdf

The petition was signed by Kuldip Mahajan, president.


SKINNY NUTRITIONAL: Issues 30 Million Shares to Ironridge
---------------------------------------------------------
Skinny Nutritional Corp. and Ironridge Global IV, Ltd., entered
into an amendment of their agreement, which was entered into on
June 7, 2012.  The Amendment and underlying agreement concerned
the Order for Approval of Stipulation for Settlement of Claims
between the Company and Ironridge that was entered into on
Jan. 23, 2012, and approved by the Superior Court of the State of
California, County of Los Angeles, Central District.
   
The parties agreed to fully resolve the Company's future
obligations under the Stipulation by providing for the issuance by
the Company to Ironridge of 30,000,000 shares of common stock of
the Company pursuant to the Stipulation.  The Amendment provides
that upon satisfaction of this requirement, the terms of the prior
agreement, including the mutual general release of claims, are
confirmed and ratified in all respects.  On June 22, 2012, the
Company issued the 30,000,000 shares of common stock to Ironridge
pursuant to the Amendment in the manner and time frame
contemplated thereby.

Jan. 27, 2012, the Company filed a current report on Form 8-K
reporting that it had issued an aggregate of 65,100,000 shares of
the Company's common stock, par value $0.001 per share, to
Ironridge, in settlement of $1,255,231 in bona fide accounts
payable of the Company.  As previously reported, the Initial
Shares were issued pursuant to the Stipulation.  In addition, as
previously reported, the Stipulation provides that for every ten
million shares of the Company's common stock that trade during the
a defined calculation period, or if at any time during that period
a daily VWAP is below 80% of the closing price on the day before
the issuance date, the Company will immediately issue additional
shares, subject to a 9.99% beneficial ownership limitation
specified in the Stipulation.  Pursuant to the adjustment
mechanism specified in the Stipulation, on April 17, 2012, May 31,
2012, and June 8, 2012, the Company issued to Ironridge
46,000,000, 21,000,000 and 20,000,000 shares of common stock,
respectively.

A copy of the amendment is available for free at:

                        http://is.gd/VLp3a5

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $7.66 million in 2011, compared
with a net loss of $6.91 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.15 million in total assets, $4.62 million in total liabilities,
all current, and a $2.47 million stockholders' deficit.

In its audit report for the 2011 financial statements, Marcum LLP,
in Bala Cynwyd, Pennsylvania, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had a working capital
deficiency of $3.17 million, an accumulated deficit of
$45,492,945, stockholders' deficit of $1.74 million and no cash on
hand.  The Company had net losses of $7.67 million and $6.91
million for the years ended Dec. 31, 2011, and 2010, respectively.
Additionally, the Company is currently in arrears under its
obligation for the purchase of trademarks.  Under the agreement,
the seller of the trademarks may choose to exercise their legal
rights against the Company's assets, which includes the
trademarks.


SOMMERSET PROPERTIES: Lenders Want to Foreclose on Property
-----------------------------------------------------------
Secured lenders CSFB 2001-CP4 Falls of Neuse, LLC and CSFB 2001-
CP4 Bland Road, LLC, ask the U.S. Bankruptcy Court for the Eastern
District of North Carolina for relief from automatic stay in the
Chapter 11 case Somerset Properties SPE, LLC.

The lenders, through their special servicer, LNR Partners, LLC,
request for the relief to exercise their state law remedies for
the Debtor's default under the parties' loan documents, including
foreclosure.

The current net amount of lenders' claims, after applying all
adequate protection payments received, is approximately
$29,277,000.  The value of the collateral securing the lenders'
claims is approximately $26,348,000.

According to the lenders, the Debtor does not have equity in the
property -- three office buildings located at 4405-4415 Falls of
Neuse Road, Raleigh, North Carolina and 4401-4407 Bland Road,
Raleigh, North Carolina.

The lenders note that they have also voted against the
confirmation of Plan.

                     About Somerset Properties

Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns
six office buildings in Raleigh, North Carolina.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C.
Case No. 10-09210) on Nov. 8, 2010.  William P. Janvier, Esq., at
Janvier Law Firm, PLLC, in Raleigh, N.C., represents the Debtor as
bankruptcy counsel.  The law firm of Blanchard, Miller, Lewis &
Isley, P.A., in Raleigh, N.C., is the Debtor's special counsel.
The Company disclosed $36.50 million in assets and $28.83 million
in liabilities as of the Chapter 11 filing.




SOTERA DEFENSE: S&P Keeps 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
McLean, Va.-based Sotera Defense Solutions Inc. to stable from
positive. All ratings on the company and its debt issues,
including the 'B' corporate credit rating, remain unchanged.

"We revised our rating outlook to stable from positive due to
lower-than-expected revenue performance at Sotera's Force Mobility
& Modernization Systems (FMMS) segment, and our expectations for
adjusted leverage remaining in the low-5x area, pro forma for the
recent acquisitions, over the near term," explained Standard &
Poor's credit analyst David Tsui.

"The rating on Sotera reflects the company's small market position
as a government contractor in a highly competitive industry, the
uncertainty related to volume and timing of future orders in its
FMMS business segment, and its limited operating track record at
its current size. Standard & Poor's expects that the company's
defensible position in building expeditionary base camp systems
and its newly acquired capabilities in the areas of intelligence
and cyber-security and data analytics will result in consistent
profitability, which partly offsets these factors," S&P said.

"The outlook is stable, reflecting our expectations for strong
revenue and EBITDA growth in the TIS business to offset near-term
declining revenue trends at the company's FMMS business. We could
raise the rating to 'B+' if Sotera can sustain its double-digit
growth rate in its TIS business, while maintaining or improving
its EBITDA margin, and achieve a sustained leverage below the 5x
area," S&P said.

"We could consider a lower rating if Sotera's TIS segment business
growth slows, signaling significant government budgetary pressure,
a notable decline in the company's EBITDA margin to below 10% as a
result of competitive pressure, or a debt-financed acquisitions,
leading to leverage above 6.5x," S&P said.


SOUPMAN INC: Says SKI Claims "Baseless"; Parties in Mediation
-------------------------------------------------------------
Soupman, Inc., provided updates regarding certain ongoing
litigation involving a bankrupt entity known as Soup Kitchen
International, Inc.

The Original Soupman, Inc., the Company's subsidiary that
purchased SKI's assets in December 2009, is defending itself in
bankruptcy court against what the Company considers to be a
baseless charge that the Company underpaid for SKI's assets.

SKI had lost $20MM under its previous management since its
inception and was, in fact, independently valued at a negative net
worth of $5.6MM at the time of the sale of the assets to TOSI.

Because The Original Soupman, Inc., believed that a new business
plan could successfully bring Al Yeganeh's soups to market
nationally, it has paid approximately $4.2MM for SKI's assets,
including cash at closing, guarantee of $3.67MM debt and Al
Yeganeh's royalty payments.

This year the Company hired BDO Valuation Advisors, a nationally
recognized valuation authority, to provide a second opinion of the
value of SKI at the time of the 12/09 transaction.

On May 14th, BDO Valuation Advisors issued its Report, which held
that SKI had zero value at the time of the sale of its assets in
December 2009 to The Original Soupman, Inc.

The Company is currently involved in a court-ordered mediation to
resolve the bankruptcy claims, and the Company fully expect to
prevail on any claim that the Company did not pay fair value for
these assets.

Robert Bertrand, the Company's President stated, "Because this
bankruptcy litigation is about the fair value of SKI at the time
of sale, using language that has often been applied to the
Seinfeld show, we believe this lawsuit is all about nothing - in
other words ? all about SKI's zero value at the time of the sale,
as recently confirmed by BDO Valuation Advisors."

                         About Soupman Inc.

Staten Island, New York-based Soupman, Inc., currently
manufactures and sells soup to grocery chains and other outlets
and to its franchised restaurants under the brand name "The
Original Soupman".

The Company's balance sheet at Feb. 29, 2012, showed $1.30 million
in total assets, $7.18 million in total liabilities, and a
stockholders' deficit of $5.88 million.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about Soupman's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Aug. 31, 2011.  The independent auditors noted that the Company
has a net loss of $6.21 million and net cash used in operations of
$2.11 million for the year ended Aug. 31, 2011; and has a working
capital deficit of $5.47 million, and a stockholders' deficit of
$4.68 million at Aug. 31, 2011.


SOUTHERN PRODUCTS: Faces Lawsuit Over Televisions Disposition
-------------------------------------------------------------
Southern Products, Inc., has been added as a named defendant in a
lawsuit filed by Zhuhai Yuehua Electronic Co. in the Superior
Court of California for the County of Los Angeles.  The suit
centers on a dispute regarding amounts alleged to be due to Zhuhai
upon disposition of certain televisions.  Although the suit has
been pending against other defendants since Nov. 22, 2011, the
Company was added as a party on June 13, 2012, when Zhuhai filed a
First Amended Complaint.  The Company has not been served with the
First Amended Complaint.

On June 21, 2012, the Court entered a Temporary Restraining Order
which, inter alia, bars certain defendants, including the Company,
from disposing of the televisions which are the subject of the
suit or from releasing any customer payments received upon
distribution of those televisions.

                      About Southern Products

City of Industry, Calif.-based Southern Products, Inc., is in the
business of designing, assembling and marketing consumer
electronics products, primarily flat screen high-definition
televisions using LCD and LED technologies.  Through Nov. 30,
2011, the Company has six LCD and LED widescreen televisions on
the market.

The Company reported a net loss of $1.47 million for the year
ended Feb. 29, 2012, compared with a net loss of $47,966 for the
year ended Feb. 28, 2011.

The Company's balance sheet at Feb. 29, 2012, showed $2.08 million
in total assets, $3.58 million in total liabilities and a $1.50
million total shareholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 29, 2012, citing negative
working capital and losses from operations which factors raise
substantial doubt about the Company's ability to continue as a
going concern.


SPARKS, NV: Moody's Affirms 'B2' Rating on Salex Tax Bonds
----------------------------------------------------------
Moody's Investors Service has affirmed the B2 rating on the City
of Sparks, Nevada's Tourism Improvement District No. 1 (Legends at
Sparks Marina) Senior Sales Tax Anticipation Revenue Bonds, Series
A (the senior STAR bonds); the rating outlook has been revised to
stable from negative. The bonds were issued in June 2008 as fixed-
rate obligations and are secured by a net 5.0476% sales tax to be
collected within the 147.7 acre district, which encompasses a
retail shopping and entertainment project adjacent to Interstate
80 in the City of Sparks, Nevada (not rated). The bonds are
currently outstanding in the amount of $79.665 million.

Ratings Rationale

Affirmation of the B2 rating reflects Moody's view that the
region's lackluster economic recovery combined with still weak but
improving project performance will result in sales tax collections
that are sufficient to meet scheduled debt service requirements
over the near-term. However, over the medium- to longer-term,
sales tax collections are projected to be insufficient to keep
pace with escalating debt service requirements. Further, according
to Moody's assumptions and calculations, the Reserve Fund will
become depleted and the bonds are expected to default on June 15,
2024, with an estimated 84% recovery rate thereafter (relative to
remaining par) through final maturity in 2028. The presence of a
liquid Reserve Fund, which is currently invested by the city with
other overnight funds, is expected to provide the supplemental
cash needed to pay debt service as scheduled until the projected
default date of June 15, 2024. It is noted that the pledged sales
taxes are subject to potential statutory impairment and the
authorization to collect the taxes sunsets in 2028, leaving few
debt restructuring options.

The stable outlook reflects Moody's expectation that collections
will be sufficient to cover debt service requirements over the
near-term, especially in light of the recent opening of a Lowe's
store in the district. However, an uncertain economic recovery
will continue to be a drag on otherwise improving project
performance over the near-term; accordingly, sales tax growth will
be challenged to overcome the combination of already weak debt
service coverage and escalating debt service requirements over the
longer-term. Debt service coverage is projected at only 0.98 times
in 2012, and a stronger 1.05 times in 2013, while scheduled debt
service escalates by approximately 2.5% annually through final
maturity. These projections include the recent addition of a
Lowe's store, which opened in February 2012.

Moody's notes that senior lien debt service was paid in full as
scheduled on June 15, 2012 with the assistance of a $27,891 draw
on the $7.96 million Reserve Fund, thereby reducing the Reserve
Fund balance to approximately $7.93 million. A draw on the Reserve
Fund does not constitute a technical default under the senior STAR
bond indenture. Replenishment of the Reserve Fund is made from the
first available sales taxes received after the draw, which would
otherwise have accrued to the Bond Fund for the next scheduled
debt service payment.

In the near-term, key rating factors will include Moody's
assessment of regional economic indicators, the performance of the
retail project itself and, ultimately, the influence that these
factors have on the trend of monthly sales tax collections and the
magnitude of additional draws on the Reserve Fund. The recent
opening of a Lowe's store in February 2012 is expected to have a
significant positive impact on tax collections. Longer-term rating
factors will include the timing and strength of Reno's economic
recovery and the project's ability to retain existing tenants and
secure additional commitments from project participants. All of
these factors will be important contributors to Moody's assessment
of future sales tax collections, the likelihood and timing of
default, and the recovery rate to bondholders should default
occur.

Strengths:

- Attractive retail project which is well located along
Interstate 80 in Sparks

- Some recent improvement in sales tax collections bolstered by
the February 2012 opening of a Lowe's store

Challenges:

- Project is only partially completed with uncertain prospects
for future phases in the near-term

- Sales tax collections are not projected to keep pace with
growing debt service requirements, resulting in projected default
on June 15, 2024

- Uncertain economic recovery projected for the region

What Could Change The Rating (Outlook) Up

- A sustained trend of higher tax collections that produces
coverage at or above the 1.0x

- Further project expansion, including delivery of additional
Phase II projects

What Could Change The Rating (Outlook) Down

- Depletion of the Reserve Fund at a rate faster than currently
estimated

- Lackluster sales tax performance, especially in the near-term

- Longer-term adverse changes in the project's tenant mix

Outlook

The stable outlook reflects Moody's expectation that collections
will be sufficient to cover debt service requirements over the
near-term, especially in light of the recent opening of a Lowe's
store in the district. However an uncertain economic recovery will
continue to be a drag on otherwise improving project performance
over the near-term; accordingly, sales tax growth will be
challenged to overcome the combination of already weak debt
service coverage and escalating debt service requirements. In the
near-term, key rating factors will include Moody's assessment of
regional economic indicators, the performance of the retail
project itself and, ultimately, the influence that these factors
have on the trend of monthly sales tax collections and the
magnitude of additional draws on the Reserve Fund. Longer-term
rating factors will include the timing and strength of Reno's
economic recovery and the project's ability to retain existing
tenants and secure additional commitments from project
participants. All of these factors will be important contributors
to Moody's assessment of future sales tax collections, the
likelihood and timing of default, and the recovery rate to
bondholders should default occur.

The principal methodology used in this rating was US Public
Finance Special Tax Methodology published in March 2012.

Cl. H, Downgraded to Caa1 (sf); previously on Feb 16, 2011
Downgraded to B3 (sf)


SPECIALTY PRODUCTS: Asbestos Claimants Tap Motley Rice as Counsel
-----------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases of Specialty Products Holding Corp., et al.,
asks the U.S. Bankruptcy Court for the District of Delaware for
permission to retain Motley Rice LLC, Waters & Kraus LLP as Simon
Greenstone Panatier Bartlett, PC as special litigation counsel for
any medical science issues arising in connection with an
estimation hearing.

As special counsel, Motley Rice, et al., will, among other things,
respond to and rebut the technical and scientific aspects of the
Debtors' approach to estimation, as their contentions regarding
the amount of asbestos released by their products, the differences
among asbestos fiber types with respect to the propensity to cause
mesothelioma, the type and extent of fiber exposures needed to
cause mesothelioma.

To date, Motley Rice has been paid the sum of $3,078 for
reimbursement of expenses for round trip travel expenses incurred.
Motly Rice has also been retained by the Committee as special
conflicts counsel but has not been paid any sums to date for that
representation.  To date, Waters & Kraus has been paid the sum of
$792 in June 2011 for reimbursement for expenses incurred as a
consultant on estimation issues.  Simon Green has not been paid
any consulting fees.

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

The Committee set a July 16, hearing at 9:30 a.m. on the relief
requested.  Objections, if any, are due July 5, at 4 p.m.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100,000,001 to $500,000,000.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100,000,001 to $500,000,000.


SPECTRUM BRANDS: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Madison, Wis.-based Spectrum Brands Inc. and
revised the outlook to positive from stable.

"At the same time, we affirmed the 'B' issue-level rating on the
company's term loan due 2016 and $950 million senior secured notes
due 2018. The recovery rating is '3', indicating out expectation
of meaningful (50% to 70%) recovery for lenders in the event of a
payment default. We also affirmed the 'B-' (one notch below the
corporate credit rating) issue-level rating on the company's $300
million senior unsecured notes due 2020. The recovery rating is
'5', indicating our expectation of modest (10% to 30%) recovery
for note holders in the event of a payment default. In addition,
we affirmed the 'CCC+' issue-level rating on the company's senior
subordinated notes due 2019. The recovery rating is '6',
indicating our expectation of negligible (0% to 10%) recovery for
note holders in the event of a payment default," S&P said.

"The ratings action reflects Spectrum Brands stronger liquidity
following the recent amendment to its 2016 term loan, combined
with better credit metrics thanks to increased profitability and
debt paydown," said Standard & Poor's credit analyst Brian
Milligan. "The amendment significantly increased EBITDA cushion,
and we believe Spectrum's profit growth and debt reduction can
continue, even in a low-growth economy."

"The ratings on Spectrum Brands reflect Standard & Poor's view
that the company will continue to have a 'weak' business risk
profile and a 'highly leveraged' financial risk profile. We
believe the company's businesses will remain highly competitive,
and its input costs will remain volatile. The strong negotiating
power of the company's concentrated retailer customer base
heightens these risks. The company benefits from its ongoing
value-priced product offerings, diverse product lines, and
geographic diversification. Our view of the company's financial
risk profile is based on its aggressive financial policy,
leveraged capital structure, and adequate liquidity," S&P said.

"We would consider an upgrade if positive performance trends
continue and it becomes clear that financial ratios will improve
to, and be sustained at, levels consistent with or stronger than
ratios indicative of an 'aggressive' financial risk profile. This
includes total debt to EBITDA in the mid-3x area and funds from
operations to total debt in the mid-teens percent area. We would
also expect the company to sustain covenant cushion above 15%
while maintaining good cash flow generation. Based on fiscal 2012
second-quarter results, EBITDA would have to increase by about 15%
or $275 million or debt would have to be repaid for leverage to
reach the mid-3x area," S&P said.

"We could revise the outlook to stable if the company borrows
additional funding to finance acquisitions, causing financial
ratios to remain at current levels," S&P said.


STAFFORD RHODES: South Carolina and Georgia Malls in Chapter 11
---------------------------------------------------------------
Tifton, Georgia-based Stafford Rhodes, LLC, along with three
affiliates, sought Chapter 11 protection (Bankr. M.D. Ga. Lead
Case No. 12-70859) on June 29, 2012.

Rhodes own 27.41 acres of land located in Bluffton, Beaufort
County, South Carolina.  The land is improved by a 95,233 square
foot retail shopping center that has 16 tenants, including Best
Buy Stores, Petco, and Dollar Tree.  Affiliate Beaufort Crossing,
LLC, owns 10 acres of land, improved by an unanchored 19,600
square foot shopping center, the Crossings of Beaufort, in
Beaufort County.  Stafford Vista owns 5.69 acres of land located
in Decatur, DeKalb County, Georgia, which is improved by a 45,450
square foot shopping center identified as the Vista Grove Plaza.
Stafford Wesley, LLC, has 2.34 acres of land in Decatur, improved
by a 30,683 square foot shopping center identified as the Wesley
Chappel Retail Shopping Center.

Regions Bank issued loans, secured by assets of the Debtors.  The
loans, which matured May 5, 2012, have been assigned to Wells
Fargo Bank.  Amounts owed under the secured loans are:

    Debtor                    Amount Outstanding
    ------                    ------------------
    Rhodes                     $18.810 million
    Beaufort                    $2.815 million
    Vista                       $3.950 million
    Wesley                     $27.000 million

Frank J. Jones, the CFO, relates that the Debtors engaged in
negotiations with Hudson Americas LLC, as attorney in fact for
Wells Fargo, in order to refinance and/or restructure the loan.
However, the attempts were unsuccessful.  Hudson instead on June
14, 2012 filed suit against the Debtors (D. S.C. Case No. 9:12-cv-
1616-SB), seeking judicial foreclosure of the Debtors' properties.

The Debtors intend to continue operations while in Chapter 11.
The Debtors said their overall economic condition has been stable
or gradually improving since 2012.  Physical occupancy was 81% to
100% at the shopping centers.  Rental income jumped to $2.847
million in 2011.

On the petition date, the Debtors filed motions seeking to
maintain their cash management system, extend the deadline to file
schedules and other financial information until Aug. 13, 2012, use
cash collateral, and bar utilities from discontinuing service
(estimated cost $9,270 per month).  A hearing on the first day
motions is scheduled for July 3, 2012 at 10:00 a.m. before Judge
John T. Laney III.

The Debtors also filed applications to employ Arnall Golden
Gregory LLP as counsel and Akin Webster & Matson PC as conflicts
counsel.


STOCKTON, CA: Files for Chapter 9 Bankruptcy
--------------------------------------------
Stockton, California, is now the largest city to seek bankruptcy
protection in U.S. history.  Stockton filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on Thursday,
estimating more than $1 billion in assets and in excess of $500
million in liabilities.

"We are extremely disappointed that we have been unable to avoid
bankruptcy," Mayor Ann Johnston said in a statement.  "This is
what we must do to get our fiscal house in order and protect the
safety and welfare of our citizens.  We will emerge from
bankruptcy with a solid financial future."

In addition to the bankruptcy petition, the city said it will file
a motion to request permission to share information from the
confidential mediation process.

"This is not to diminish the service and contributions of our
employees and retirees," said City Manager Bob Deis.  "Our General
Fund resources are depleted, and we cannot allow the City to
spiral into uncontrolled default.  Bankruptcy stops a barrage of
lawsuits and allows the City breathing room while working toward a
Plan of Adjustment and moving Stockton forward."

The city was forced to file for bankruptcy after talks with
bondholders and labor unions failed.

A river port about 80 miles (130 kilometers) east of San
Francisco, Stockton ran out of options after three months of
negotiations with creditors ended June 25 without enough
concessions to close a $26 million deficit, Bloomberg News said.
State-mandated talks with creditors began February.

The city council before the filing adopted a budget and
operational plan calling for defaulting on $10.2 million in debt
payments and reducing $11.2 million in employee pay and benefits
under union contracts.

To qualify for Chapter 9, the city says it is insolvent within the
meaning of 11 U.S.C. Sec 101(32)(C) and its desires to effect a
plan to adjust its debts.  The city has (a) negotiated in good
faith with creditors holding at least a majority in amount of
claims of each class that the city indents to impair under a plan
in its Chapter 9 case; or alternatively, (b) is unable to
negotiate with creditors because such negotiation is impractible.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

Reuters' Hilary Russ says Stockton's bankruptcy could create a new
template for struggling cities.  She says that, according to legal
experts, if the city can reach consensus with creditors and craft
a plan to exit bankruptcy quickly others may follow suit.

The city is being represented in bankruptcy court by Orrick,
Herrington & Sutcliffe LLP, a San Francisco-based law firm with
five offices in California, including Sacramento.


STOCKTON, CA: S&P Lowers Issuer Credit Rating From 'SD' to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating (ICR) to 'D' from 'SD' (selective default) on Stockton,
Calif. The outlook is not meaningful.

"In addition, Standard & Poor's lowered its issue ratings to 'C'
from 'CC' on the city's pension obligation bonds, lease revenue
bonds, and certificates of participation (COPs), some of which
were issued by the Stockton Public Financing Authority and the
Stockton Redevelopment Agency. The outlook on these ratings is
negative," S&P said.

"The 'D' ICR reflects our view of the city's planned nonpayment of
substantially all of its obligations as they come due," said
Standard & Poor's credit analyst Chris Morgan. "Additionally, we
understand the city plans to file for bankruptcy protection under
Chapter 9 of the U.S. Bankruptcy Code," Mr. Morgan added.

"The negative outlook on the city's lease revenue bond and COP
rating reflects our view that we could further lower the rating in
the next year as debt service reserves, sureties, and restricted
funds (which are currently paying bondholders or pending payment
to same in the absence of appropriated general funds) are
exhausted and/or otherwise not paid to bondholders in bankruptcy.
The negative outlook on the pension obligation bond rating
reflects our understanding of the city's planned non-payment of
debt service in September and the lack of other enhancements," S&P
said.


SUCCESS SYSTEMS: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Success Systems, LLC
        1400 Millcoe Road
        Jacksonville, FL 32225

Bankruptcy Case No.: 12-04233

Chapter 11 Petition Date: June 27, 2012

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

Judge: Jerry A. Funk

Debtor's Counsel: Taylor J. King, Esq.
                  Bryan K. Mickler, Esq.
                  LAW OFFICES OF MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

Scheduled Assets: $1,855,569

Scheduled Liabilities: $4,568,212

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/flmb12-04233.pdf

The petition was signed by William G. Clark, II, managing member.


SWIFT AIR: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Swift Air, LLC
        2406 South 24th Street, Suite E-102
        Phoenix, AZ 85034

Bankruptcy Case No.: 12-14362

Chapter 11 Petition Date: June 27, 2012

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

Judge: Charles G. Case II

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

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

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

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

The petition was signed by Hank Tobert, managing member of the
board of members.


SYNOVUS FINANCIAL: Fitch Affirms 'BB-' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed the long-term and short-term Issuer
Default Rating (IDR) of Synovus Financial Bank (SNV) and its lead
bank subsidiary, Synovus Bank at 'BB-' and 'B', respectively.  The
Outlook remains Negative.

The ratings affirmation reflects the recent improvements in asset
quality and reduction in refinancing risk at the holding company
as a result of the senior notes issuance.  The Rating Outlook
remains Negative due to the still uncomfortably high levels of
non-performing assets (NPA) and construction and land development
loans.

The reduction in credit losses and the successful execution of the
company's efficiency initiative have allowed SNV to show modest
profitability and begin to build its capital base.  The last three
quarters of profitability were aided by $93 million of securities
gains, but going forward the credit losses and other expenses
should be right-sized to the point where the company no longer
needs to sell securities to show profitability.

SNV's NPA ratio (including troubled debt restructurings [TDRs]),
has risen modestly over the last year due in part to a shrinking
loan portfolio but more importantly due to a material rise in
accruing TDRs, which Fitch considers as non-performing assets.
Fitch expects that NPAs will remain near current levels in the
short term as accruing TDR and traditional NPL inflows offset NPL
disposals and charge-offs.

Reported capital adequacy ratios have begun to show modest
improvement as the company has stopped reporting losses over the
past three quarters.  If profitability improves from current
levels over the remainder of 2012, Fitch would expect the bank to
reverse its valuation allowance on its deferred tax asset sometime
in 2013 which could add as much as 300 basis points to the bank's
tangible common equity ratio.

Core capital levels, as measured by SNV's 6.8% tangible common
equity (TCE) ratio, are not considered strong, especially when
taken in conjunction with the bank's relatively poor asset quality
and real estate concentration.  However, regulatory capital levels
are aided by $950 million of Treasury TARP funds, resulting in a
strong bank-level tier 1 capital ratio of 13.19% at March 31,
2012.

SNV has more TARP funds outstanding than any other bank in the
U.S. and repayment appears to be at least a year away.  The
dividend on the TARP funds resets to 9% in late 2013 making this
obligation more expensive if it is still outstanding at that time.

The current rating level recognizes the fact that SNV is
relatively weak compared to most mid-tier regional banks.  Should
economic conditions materially worsen in the Southeast, SNV would
be particularly exposed given its real estate-centric loan
portfolio and large amounts of NPAs, albeit recognizing that SNV
has already taken sizable impairments on its legacy real estate
portfolios.

Positive rating momentum would likely entail removal of the
memorandum of understanding along with a sustained reduction in
NPAs (as calculated by Fitch).  Moreover, positive rating actions
could result from a viable plan to repay the Treasury TARP funds
ahead of the coupon reset.  Conversely, a continued high non-
performing ratio would put further pressure on the current
ratings.

Fitch has upgraded SNV's subordinated debt to 'B+' from 'B'
following a senior note issuance in February 2012.  Fitch believes
the senior note issuance provides SNV greater financial
flexibility to repay its subordinated debt.

SNV is a financial services holding company headquartered in
Columbus GA, with roughly $27 billion in total assets.  Operating
via a decentralized customer delivery model through its 30 locally
branded bank divisions throughout the Southeast in Georgia,
Florida, South Carolina, and Tennessee, SNV provides a broad range
of consumer and commercial banking products and services.

Fitch has affirmed the following ratings, with a Negative Outlook:

Synovus Financial Corporation

  -- Long-term IDR at 'BB-';
  -- Short-Term IDR at 'B';
  -- Viability Rating at 'bb-';
  -- Preferred at 'CCC';
  -- Support Floor 'NF'
  -- Support '5'.

Synovus Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposit at 'BB';
  -- Short-Term IDR at 'B';
  -- Viability Rating at 'bb-';
  -- Support Floor 'NF';
  -- Support '5'.

Fitch has upgraded the following rating:

Synovus Financial Corporation

  -- Subordinated Debt to 'B+' from 'B'.

Fitch has assigned the following rating:

Synovus Financial Corporation

  -- Senior Unsecured at 'BB-'.


THOMAS JEFFERSON: S&P Cuts Rating on Revenue Bonds to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
California Statewide Communities Development Authority's tax-
exempt revenue bonds, series 2008A, and taxable revenue bonds,
series 2008B, issued for Thomas Jefferson School of Law, to 'BB'
from 'BB+'. The outlook is negative.

"The downgrade to 'BB' reflects our view of expected covenant
violations in fiscal year 2012," said Standard & Poor's credit
analyst Carlotta Mills.

The rating reflects S&P's view of:

-  A high level of debt, an exceptionally high debt burden, and
    slim fiscal year 2011 financial resources;

-  A high 90% student tuition and fee dependence;

- The school's history of operating surpluses;

-  The school's growth in enrollment and a strengthened
    matriculation rate; and

-  A dean who is further professionalizing the relatively new
    nonprofit institution and a curriculum that is flexible and
    entrepreneurial.

"Management anticipates that it will not meet two covenants
(unrestricted resources to debt and unrestricted resources to
operating revenues) in fiscal year 2012 and does not currently
expect to meet them until 2015 and 2017, respectively. The school
is requesting waivers from bondholders, although we understand
that bondholders have not yet decided whether to grant the
waivers. It is our understanding that under the loan agreement,
these covenant violations do not constitute an immediate event of
default. Management reports that debt service has been paid on
time and in full to date, which is expected to continue going
forward. In our view, a further dilution of the balance sheet or
operations that could hinder the school's ability to meet its
financial obligations, or a bondholders' decision to accelerate
the bonds, could lead to further, possibly multinotch negative
rating actions," S&P said.


TOUR WORLD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Tour World, Inc.
        fdba Joe & Jans Charter & Tours, Inc.
        130 McCracken Road
        Danville, PA 17821

Bankruptcy Case No.: 12-03729

Chapter 11 Petition Date: June 22, 2012

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Williamsport)

Judge: John J. Thomas

Debtor's Counsel: Lisa M. Doran, Esq.
                  DORAN & DORAN, P.C.
                  69 Public Square, Suite 700
                  Wilkes-Barre, PA 18701
                  Tel: (570) 823-9111
                  Fax: (570) 829-3222
                  E-mail: ldoran@doran-law.net

Scheduled Assets: $3,132,125

Scheduled Liabilities: $1,874,410

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/pamb12-03729.pdf

The petition was signed by Joseph K. Schoppy, president.


TROPICANA ENT: LandCo Debtors, Hotel Workers Fund Settle Claim
--------------------------------------------------------------
Tropicana entities known as the Liquidating LandCo Debtors have
entered into a stipulation with the Trustees of the Hotel
Employees and Restaurant Employees International Union Welfare
Fund (HEREIU) and the Southern Nevada Culinary & Bartenders
Pension Trust for the final resolution of some reserved claims.

In September 2008, the Welfare Fund and the Pension Trust, as
claimants, filed Claim No. 2072 for $42,478 against Tropicana Las
Vegas Resort & Casino LLC.  Thereafter, after the LandCo Debtors
filed a Chapter 11 plan in July 2009, the Claimants filed a
Notice of Potential Administrative Claims.  The Claimants went as
far as filing a complaint for breach of contract and violations
of the Employee Retirement Income Security Act in October 2009 in
the U.S. District Court for the District of Nevada against, among
others, the LandCo Debtors.  The LandCo Debtors objected and
disputed the Claimants' assertions.

By an October 2010 stipulation, the LandCo Debtors agreed to make
an $11,661 settlement payment to the Claimants in full
satisfaction of claims that arose out of events on or before
June 30, 2009.  That first stipulation, however, excluded and
reserved the claims asserted by the Claimants in the Complaint
solely related to the operation of The Comedy Stop at the
Tropicana Las Vegas Resort and Casino and events that arose on or
after June 30, 2009.

On April 11, 2011, the Nevada District Court entered a Default
Judgment in favor of the Claimants and against The Comedy Shop
and Robert Kephart in the amount of $49,531.

Accordingly, in full satisfaction of all Reserved Claims and
other claims that arose after June 30, 2009, the LandCo Debtors
and the Claimants stipulate that the Reserved Claims will be
reduced to, fixed at, and constitute an Allowed Other Priority
Claim against the debtor estate of Hotel Ramada of Nevada for
$39,288.  The parties inked the stipulation in early 2012.

The Claimants are represented by:

        Kevin B. Christensen, Esq.
        Sara D. Cope, Esq.
        CHRISTENSTEN JAMES & MARTIN
        7440 W. Sahara Ave.
        Las Vegas, NV 89117
        Tel: (702) 255-1718
        Fax: (702) 255-0871
        E-mail: kbchrislaw@aol.com

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: OpCo Debtors Allow Louisiana Lawsuits to Proceed
---------------------------------------------------------------
Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, informed the Delaware Bankruptcy Court
through a June 14, 2012 notice that Tropicana entities known as
the Reorganized OpCo Debtors modified the injunction provided
under their confirmed Chapter 11 Plan and the injunction provided
by Section 524(a) of the Bankruptcy Code for the sole purpose of
allowing these lawsuits to continue to judgment or settlement in
the 19th Judicial District Court, Parish of East Baton Rouge,
State of Louisiana:

(1) Shawn Carty v. Argosy of Louisiana, Inc., No. 529665; and

(2) Thyra E. Johnson v. Catfish Queen Partnership in Commendam
     d/b/a Belle of Baton Rouge and Argosy of Louisiana, Inc.,
     No. 565017

The Plan Injunction and Section 524(a) of the Bankruptcy Code are
being modified solely to determine the liquidated value of the
claims underlying the State Court lawsuits and not to permit the
enforcement or collection of any settlement or judgment except as
provided in the Plan, Mr. Kaufman clarified.

Nothing in the notice allows either the claim of Shawn Carty,
Claim No. 1349, or the claims of Thyra Johnson and her attorney,
Claim Nos. 1557 and 1558, Mr. Kaufman further related.  For the
avoidance of doubt, the Proofs of Claim remain disputed to date.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UNITED MARITIME: S&P Affirms 'B' Corp. Credit Rating; Off Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on United Maritime Group LLC. "At the same time, we
raised the issue rating on the group's second-lien notes to 'BB-'
from 'B' and revised the recovery rating to '1', indicating likely
very high (90%-100%) recovery, from '3'. We removed all ratings
from CreditWatch, where we had placed them with developing
implications on April 20, 2012," S&P said.

"We subsequently withdrew the ratings at the company's request,"
S&P said.

"The company has deposited funds with the trustees to redeem its
$200 million second-lien notes on July 11, 2012. The notes, which
United Maritime co-issued with its wholly owned subsidiary United
Maritime Group Finance Corp., would have matured in 2015," S&P
said.

"On June 11, 2012, the company completed the sale of United Bulk
Terminal LLC, a wholly owned subsidiary that operated its bulk
terminal services business, to Bulk Handling USA Inc., an
affiliate of Oiltanking Holding Americas Inc. for $216.3 million,"
S&P said.

"The company has not yet closed on its sale of United Barge Line
LLC, a wholly owned subsidiary that operates its inland barge
business, to Ingram Barge Co. for $222 million. United Maritime
announced the definitive agreement for the sale on April 20,
2012," S&P said.


UNIV OF NORTH CAROLINA: S&P Cuts Rating on Bonds to 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating on the University of North Carolina at Pembroke's (UNCP)
series 2010A and 2010B limited-obligation bonds to 'BB' from
'BBB+'. The downgrade reflects management's projection for fiscal
year-end 2012 (June 30) debt service coverage that is below the
1.1x coverage required in the bond documents as well as lower-
than-expected dormitory occupancy for the spring 2012 semester.
The rating remains on CreditWatch with negative implications,
where it was placed on Dec. 15, 2011.

"At the same time, Standard & Poor's revised the outlook on its
issuer credit rating (ICR) on the university to negative from
stable. The negative outlook reflects Standard & Poor's opinion of
the potential for a downgrade over the two-year outlook horizon if
enrollment does not stabilize and the financial operations of the
university deteriorate as a result. Standard & Poor's affirmed the
'A' ICR," S&P said.

"The negative outlook on the ICR reflects Standard & Poor's
expectation that, over the next two years, the university will
continue to face enrollment challenges. In addition, the negative
outlook reflects Standard & Poor's view of challenges regarding
both management's ability to navigate through this difficult
enrollment environment and the transition the university is
currently experiencing at a number of senior management positions,
including the Vice Chancellor for Business Affairs, Vice
Chancellor of Enrollment Management, and the Vice Chancellor of
Student Affairs," S&P said.

"Consideration of a negative rating action during the outlook
period could be triggered by university management's inability to
effectively manage through current enrollment challenges.
Additional credit factors that could, in our opinion, result in
downward pressure on the rating could include deficit financial
operations and the additional issuance of debt that further
decreases financial resource ratios relative to the rating
category," said Standard & Poor's credit analyst Jonathan
Volkmann. "A return to a stable outlook on the ICR could reflect
improvement in the university's demand and enrollment
characteristics as well as continuity moving forward within the
university's senior management team. In addition, we would expect
university financial performance to be balanced on at least a cash
basis and financial resource ratios to improve relative to the
rating category.'


USEC INC: Expects $1.9 Billion Revenue in 2012
----------------------------------------------
USEC Inc. has provided an updated view of financial projections
for 2012 following a recently signed agreement to extend Paducah
Gaseous Diffusion Plant operations through May 31, 2013.

In May, USEC entered into a multi-party arrangement with Energy
Northwest, the Bonneville Power Administration, the Tennessee
Valley Authority and the U.S. Department of Energy to extend
uranium enrichment operations at the Paducah, Ky. plant.

The Company has also entered into an agreement with DOE regarding
a two-year, $350 million cooperative research, development and
demonstration program for the American Centrifuge technology.
USEC is evaluating the accounting treatment for the transfer of
certain assets to DOE in connection with the RD&D program and the
government's cost-sharing contributions for the RD&D program.
Therefore, this update does not include the effects of the RD&D
program and does not include earnings guidance.

Under the Paducah agreement, Energy Northwest is required to
provide USEC with approximately 9,000 metric tons of high-assay
depleted uranium and 600 metric tons of natural uranium.  USEC
will enrich the depleted uranium tails to make about 480 metric
tons of low enriched uranium.  The program, combined with other
USEC commercial obligations, will require approximately 5 million
separative work units, a standard measure of uranium enrichment
that represents the effort that is required to increase the
concentration of the U-235 isotope in the uranium.  The work,
which began in early June, will take about 12 months.  The overall
tails disposal liability of the U.S. government will be reduced as
a result of the agreement and subsequent processing.

USEC's prior guidance for 2012 did not assume Paducah operations
beyond May 31, 2012, and included an expectation that 2012 SWU
deliveries would be roughly equivalent to 2011 deliveries.  Under
the new contract, USEC expects to increase SWU deliveries in 2012
by approximately 30 percent compared to last year and roughly
equal to the volume of SWU sold in 2009.  Revenue from the sale of
SWU is expected to be approximately $1.8 billion, an increase of
$300 million to $400 million over prior guidance.  The Company
anticipates the average price per SWU billed to customers will
increase 5 percent over 2011.  The average price billed to
customers for sales of SWU increased 3 percent in each of 2011 and
2010, reflecting the particular contracts under which SWU were
sold during the periods, as well as the general trend of higher
prices under contracts signed in recent years.  Uranium revenue in
2012 is expected to be as much as $50 million, subject to timing
of sales, which is $80 million less than in 2011.

Under the Megatons to Megawatts program, USEC anticipates buying
5.5 million SWU from Russia during 2012.  Under the contract's
pricing formula, the price we pay Russia will increase 2 percent
compared to deliveries in 2011.

Guidance for the contract services segment is unchanged.  Contract
services work for DOE at the former Portsmouth Gaseous Diffusion
Plant was completed in September 2011, and revenue for the segment
is expected to decline significantly in 2012.  In prior years,
contract work at Portsmouth represented approximately three-
quarters of revenue for the contract services segment.  USEC
subsidiary NAC International will represent a majority of revenue
for the segment going forward and the Company expects annual
revenue for contract services in 2012 of approximately $85
million.

Therefore, total revenue is expected to be approximately $1.9
billion.  Based on the Company's view of revenue and expense, the
Company expects to earn a gross profit margin in the range of 6 to
7 percent.

USEC has undertaken a review to align its organization with its
evolving business environment and the expected reduction in the
size of its workforce over time.  The recent agreements regarding
Paducah operations and the RD&D program will extend the time
period for additional workforce reductions.  As a result of
initial workforce reductions already taken, USEC expects to take a
charge of $1.1 million for one-time employee termination benefits
and related cash expenditures when the Company reports second
quarter 2012 results.  The Company expects to take additional
actions during 2012 that could result in additional charges.  The
Company currently expect its selling, general and administrative
expense to be approximately $58 million in 2012, a $4 million
reduction from 2011, as the Company's financial results begin to
reflect the benefit of reductions in corporate expenses.

The Company expects to provide an update on advanced technology
spending, all of which is currently being expensed, when it
reports second quarter results.

In previous years, USEC has provided guidance for cash flow from
operations.  Because the accounting treatment for the RD&D program
is still being evaluated, the Company is not providing cash flow
guidance at this time.  The Company does, however, expects to end
the second quarter with a cash balance of more than $200 million
compared to $72.3 million at March 31, 2012.  In June, $44 million
of cash was returned to USEC that had been cash collateral
supporting financial assurance for the disposition of a quantity
of depleted uranium that was transferred to DOE in exchange for
DOE acquiring U.S.-origin low enriched uranium from USEC.  This
was pursuant to a uranium sales agreement signed in March 2012.

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.54 billion
in total assets, $2.79 billion in total liabilities and $752.40
million in total stockholders' equity.

                            *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VISUALANT INC: Names Richard Mander as VP of Product Management
---------------------------------------------------------------
Visualant, Inc., appointed Richard Mander as Vice President of
Product Management and Technology.

Mr. Mander will focus on optimizing Visualant technologies for
three primary industries: homeland security, medical and cosmetic,
and consumer goods.  By using Visualant's color-based
identification and diagnostic solutions, companies operating in
these industries can use a wide spectrum of colors to enhance or
authenticate consumer products, verify documents or debunk
counterfeits.

Mr. Mander served most recently as Vice President of Product
Management at Contour, the Seattle-based manufacturer of sports
video cameras.  Mr. Mander, who has a Ph.D. from Stanford, has
vast experience as a technology company senior executive bringing
technology into the marketplace.

Mr. Mander was also instrumental in his Product Management and
Operations Engineering roles at Contour, 7th fastest growing
company in the US, where he led the development of innovative
rugged cameras incorporating GPS and Bluetooth technologies.

Mr. Mander maintained a long-term Engineering Manager role at
Apple and is known as an inspiring leader with a track record of
developing innovative and high quality consumer electronic
products.  His previous roles include CEO of HumanWare, CTO at
Navman, and leading roles in several startups.

Ron Erickson, Visualant Founder and CEO stated, "We are thrilled
to have Richard Mander join the Visualant team as we move our
Spectral Pattern Technology into the marketplace.  He is adept at
managing the diverse aspects of productizing technology and will
work well with our senior scientists and our new partners at
Sumitomo Precision Products.  We wholeheartedly welcome Richard to
Visualant."

"Timing is everything in life, and I am very pleased to join
Visualant at this strategic moment in the company's ascent," said
Mander, "Spectral Pattern Technology is the foundation for a broad
array of applications.  I look forward to working with the
scientific team and Sumitomo Precision Products as we bring SPM
into the marketplace."

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million during
the previous year.

The Company's balance sheet at March 31, 2012, showed $3.97
million in total assets, $5.82 million in total liabilities,
$29,137 in noncontrolling interest and a $1.88 million total
stockholders' deficit.

The Company anticipates that it will record losses from operations
for the foreseeable future.  As of March 31, 2012, the Company's
accumulated deficit was $12.4 million.  The Company has limited
capital resources, and operations to date have been funded with
the proceeds from private equity and debt financings.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  The audit report prepared by the
Company's independent registered public accounting firm relating
to the Company's financial statements for the year ended Sept. 30,
2011, includes an explanatory paragraph expressing the substantial
doubt about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

The Company said in its quarterly report for the period ended
March 31, 2012, that if it is unable to obtain additional
financing, it may need to restructure its operations, divest all
or a portion of its business or file for bankruptcy.

The Company had cash of $34,827, a net working capital deficit of
approximately $3.3 million and total indebtedness of $2.5 million
as of March 31, 2012.

The Company will need to obtain additional financing to implement
its business plan, service its debt repayments and acquire new
businesses.  There can be no assurance that the Company will be
able to secure funding, or that if that funding is available,
whether the terms or conditions would be acceptable to the
Company.


VISUALANT INC: Sumitomo Precision Discloses 21.8% Equity Stake
--------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Sumitomo Precision Products Co., Ltd., disclosed that,
as of June 21, 2012, it beneficially owns 17,307,693 shares of
common stock of Visualant, Inc., representing 21.8% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/v3Zu3Z

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million during
the previous year.

The Company's balance sheet at March 31, 2012, showed $3.97
million in total assets, $5.82 million in total liabilities,
$29,137 in noncontrolling interest and a $1.88 million total
stockholders' deficit.

The Company anticipates that it will record losses from operations
for the foreseeable future.  As of March 31, 2012, the Company's
accumulated deficit was $12.4 million.  The Company has limited
capital resources, and operations to date have been funded with
the proceeds from private equity and debt financings.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  The audit report prepared by the
Company's independent registered public accounting firm relating
to the Company's financial statements for the year ended Sept. 30,
2011, includes an explanatory paragraph expressing the substantial
doubt about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

The Company said in its quarterly report for the period ended
March 31, 2012, that if it is unable to obtain additional
financing, it may need to restructure its operations, divest all
or a portion of its business or file for bankruptcy.

The Company had cash of $34,827, a net working capital deficit of
approximately $3.3 million and total indebtedness of $2.5 million
as of March 31, 2012.

The Company will need to obtain additional financing to implement
its business plan, service its debt repayments and acquire new
businesses.  There can be no assurance that the Company will be
able to secure funding, or that if that funding is available,
whether the terms or conditions would be acceptable to the
Company.


VITESSE SEMICONDUCTOR: W. Martin Has 12.8% Stake at June 26
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, William C. Martin and his affiliates disclosed that,
as of June 26, 2012, they beneficially own 3,226,627 shares of
common stock of Vitesse Semiconductor Corporation representing
12.8% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/Dofg9E

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse Semiconductor Corporation reported a net loss of
$14.81 million on $140.96 million of net revenues for the year
ended Sept. 30, 2011, compared with a net loss of $20.05 million
on $165.99 million of net revenues during the prior year.

The Company's balance sheet at March 31, 2012, showed
$58.33 million in total assets, $91.37 million in total
liabilities, and a $33.04 million total stockholders' deficit.


VITRO SAB: Appeals Court Stops Bondholders From Seizing Assets
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Vitro SAB for now can't begin to attach
assets of the Mexican glassmaker and its subsidiaries.  The U.S.
Court of Appeals in New Orleans temporarily extended a stay
pending appeal that the bankruptcy judge in Dallas imposed earlier
this month when he refused to enforce Vitro's Mexican
reorganization plan in the U.S.  The bankruptcy judge left it up
to an appellate court to decide whether the prohibition against
seizing asset would extend beyond June 29.

According to the report, the Fifth Circuit in New Orleans granted
a direct appeal from the ruling by the bankruptcy judge and told
the bondholders Thursday to submit papers on July 2 opposing an
extension of the stay halting asset seizures. The appeals court
said the temporary stay it imposed yesterday will remain in effect
"pending further order of this court."

The bankruptcy judge refused to enforce the Vitro reorganization
in the U.S., finding it was "manifestly contrary" to U.S. law and
public policy. He said the Mexican plan improperly allowed Vitro
subsidiaries to reduce their guarantees on $1.2 billion in
defaulted bonds even though they weren't in bankruptcy themselves.

Vitro argues that no other Mexican reorganization plan has ever
been denied enforcement in the U.S.  The company called the
bankruptcy court's opinion "unprecedented and erroneous."  The
bondholders have been fighting the Mexican plan because it gives
them only a 40 percent recovery while Vitro's owners retain stock
worth $500 million.

The appeal in the Circuit Court is Vitro SAB de CV v. Ad Hoc Group
of Vitro Noteholders (In re Vitro SAB de CV), 12-10689, U.S. Court
of Appeals for the Fifth Circuit (New Orleans).  The suit in
bankruptcy court where the judge decided not to enforce the
Mexican reorganization in the U.S. is Vitro SAB de CV v. ACP
Master Ltd. (In re Vitro SAB de CV), 12-03027, U.S. Bankruptcy
Court, Northern District of Texas (Dallas).

                          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.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  The judge ruled that
the Mexican reorganization was "manifestly contrary" to U.S.
public policy because it bars the bondholders from holding Vitro
operating subsidiaries liable to pay on their guarantees of the
bonds.  The Mexican plan reduced the debt of subsidiaries on $1.2
billion in defaulted bonds even though they weren't in bankruptcy
in any country.


WARNER MUSIC: Terminates Supply Agreements with Cinram
------------------------------------------------------
Warner-Elektra-Atlantic Corporation and WEA International, Inc.,
each a wholly-owned subsidiary of Warner Music Group Corp.,
provided notice of termination, effective immediately, of the
US/Canada Manufacturing and PP&S Agreement, effective as of
July 1, 2010, by and between WEA and Cinram International Inc.,
Cinram Manufacturing LLC and Cinram Distribution LLC and the
International Manufacturing and PP&S Agreement, effective as of
July 1, 2010, by and between WEA International and Cinram
International Inc., Cinram GmbH and Cinram Operation UK Limited,
respectively.  The Company terminated the Cinram Agreements on the
basis of Sections 5(b) of the US Agreement and 3(b) of the
International Agreement.

As a result of the termination of the Cinram Agreements, the terms
of the US/Canada Transition Agreement, effective as of July 1,
2010, by and between WEA and Cinram International, Cinram
Manufacturing and Cinram Distribution and the International
Transition Agreement, effective as of July 1, 2010, by and between
WEA International and Cinram International, Cinram GmbH and Cinram
Operation UK Limited now apply and WEA, WEA International and
Cinram are bound by the terms of that Transition Agreements.
There are no early termination penalties incurred by any of WEA,
WEA International or the Company as a result of this termination.

Under the Cinram Agreements, Cinram supplies the Company with
manufacturing and pick/pack/ship services in the US, Canada and
Central Europe.  The Company will continue operating with Cinram
in a non-exclusive capacity under the Transition Agreements and
for the next six months the current pricing in the Cinram
Agreements will continue to apply.  After that time, a new rate
card can be negotiated by both companies.  While the Transition
Agreements now would permit the Company to use third-party vendors
to fulfill any portion of its service requirements, and although
there are several capable substitute suppliers including some with
which the Company already has arrangements, it could be costly for
the Company to switch to substitute suppliers for any such
services, particularly in the short term, and any delays
associated with transitioning to other suppliers could also have
an adverse impact on the Company's operations.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

The Company reported a net loss of $60 million on $1.40 billion of
revenue for the six months ended March 31, 2012.  The Company
reported a net loss of $206 million on $2.86 billion of revenue
for the combined 12 months ended Sept. 30, 2011, following a net
loss of $145 million on $2.98 billion of revenue for the fiscal
year ended Sept. 30, 2010.

The Company's balance sheet at March 31, 2012, showed
$5.30 billion in total assets, $4.29 billion in total liabilities
and $1.01 billion in total equity.


WATERFORD LAKES: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Waterford Lakes Capital Partners, LLC
        12850 Waterford Lakes Parkway
        Orlando, FL 32828

Bankruptcy Case No.: 12-08675

Chapter 11 Petition Date: June 26, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Justin M. Luna, Esq.
                  LATHAM, SHUKER, EDEN & BEAUDINE, LLP
                  P.O. Box 3353
                  Orlando, FL 32802-3353
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bankruptcynotice@lseblaw.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 its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-08675.pdf

The petition was signed by Whitney W. Harp, managing member.


WAVELAND - INGOTS: Fitch Withdraws 'D' Rating on Two Note Classes
-----------------------------------------------------------------
Fitch Ratings has downgraded two classes of notes issued by
Waveland - INGOTS Ltd. and withdrawn the rating as follows:

  -- $22,386,997 class C-1 notes to 'Dsf' from 'Csf/RE 55%' and
     withdrawn;

  -- $1,648,310 class C-2 notes to 'Dsf' from 'Csf/RE 55%' and
     withdrawn.

At the direction of the subordinate note holders, an optional
redemption was declared, portfolio collateral was liquidated, and
proceeds were distributed according to the transaction documents.
On the June 21, 2012 redemption date the class B notes were paid
in full while the class C-1 and C-2 notes (Class C) received only
partial repayment.  The optional redemption accelerated the
maturity of the notes, and therefore Fitch deems the class C notes
to be in default.  The rating actions are the result of the
transaction's inability to pay the full amount of principal and
interest of the class C notes on the redemption date.

Approximately $13.5 million of portfolio collateral was remaining,
as of the June 11, 2012 trustee report.  Proceeds from the sale of
the remaining collateral are expected to be distributed to the
class C notes at a future distribution date; however, Fitch does
not expect proceeds to be sufficient to pay the notes in full.

On a pro rata basis, the class C notes receive Basic Interest,
Mezzanine Interest, Additional Interest and Contingent Interest
from the interest waterfall.  According to the rating definition,
all but the Basic Interest is used to satisfy the rated principal
balance.  Mezzanine Interest, Additional Interest and Contingent
Interest payments have not been made since the September 2008
payment date and a total deferred balance of $5.37 million was
left unpaid at the redemption date.

Waveland is a cash flow collateralized loan obligation (CLO),
which closed on June 24, 2003 and is managed by Pacific Investment
Management Company LLC (PIMCO).  The five-year reinvestment period
ended in June 2008.


WINDMILL DURANGO: Buying a Claim & Changing a Vote Not Permitted
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Bankruptcy Appellate Panel for the Ninth
Circuit in San Francisco ruled Thursday that a secured creditor
was properly barred from buying the claim of the one unsecured
creditor to block the use of cramdown.

The report recounts that the case involved the bankruptcy of an
office building the owner contended was worth more than the debt
owing to the secured creditor with a $16 million claim. The plan
provided for paying the mortgage at a reduced interest rate on a
30-year amortization schedule. The modified mortgage would mature
in 10 years.  Naturally, the secured creditor voted against the
plan. One unsecured creditor voted in favor of the plan.

According to the report, after the voting deadline, the lender
bought the claim and filed a motion for permission to change the
vote on the unsecured claim from "yes" to "no."  The bankruptcy
judge declined to allow a changed vote and confirmed the Chapter
11 plan.  The lender appealed and lost.  Had the lender been
allowed to change the vote on the unsecured claim, there would
have been no accepting class and no ability to confirm the plan
based on cramdown.

The report relates that in a 33-page opinion, the Appellate Panel
said that Bankruptcy Rule 2018(a) allows a vote to change only on
a showing of "cause."  The appellate panel reviewed the bankruptcy
court's decision to determine if there was an abuse of discretion
in finding no "cause."  The bankruptcy judge said that "cause"
requires something more than a "change of heart."  While it was a
"close question," the appellate panel concluded that the
bankruptcy judge didn't abuse her discretion in denying the motion
to change the vote.

The report adds that the bank also attacked the plan, saying it
wasn't filed in good faith because it artificially impaired
unsecured creditors by paying no interest and stretching out
payment over a few months.  The bank contended the property owner
easily could have paid the claim in full when the plan was
confirmed.  The appellate panel again upheld the bankruptcy judge
because it didn't have a "definite and firm conviction that the
bankruptcy judge erred" in deciding that the plan was filed in
good faith.

The case is Beal Bank USA v. Windmill Durango Office LLC
(In re Windmill Durango Office LLC), 11-1728, U.S. Bankruptcy
Appellate Panel for the Ninth Circuit (San Francisco).

                      About Windmill Durango

Las Vegas, Nevada-based Windmill Durango Office, LLC, currently
owns 4.49 acres of commercial real estate developed with a Class A
office with improvements in Clark County, Nevada.  IDC Windmill
Durango, LLC, is the general partner of Windmill Durango, LP,
which is the sole member of the Debtor.  The Debtor is managed by
Jeff Susa, Manager of IDC Windmill Durango, LLC.  The Company
filed for Chapter 11 protection on August 17, 2010 (Bankr. D. Nev.
Case No. 10-25594).  Zachariah Larson, Esq., and Shara Larson,
Esq., at Larson & Stephens, in Las Vegas, represent the Debtor as
counsel.  The Debtor proposed the law firm of Flangas McMillan Law
Group as special counsel.  The Debtor disclosed $21,389,774 in
assets and  $16,535,000 in liabilities as of the Petition Date.

Affiliates Windmill Durango Op, LLC (Bankr. D. Nev. Case No.
10-18058) and Windmill Durango Retail, LLC (Bankr. D. Nev. Case
No. 10-18056) filed for Chapter 11 protection on May 3, 2010.
The Debtor listed $21,389,774 in assets, and $16,543,355 in debts.


WJO INC: Health Clinic Taken Over by Chapter 11 Trustee
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that WJO Inc. is being taken over by a Chapter 11 trustee
at the behest of Tristate Capital Bank, the secured lender owed
$4 million.  The U.S. Bankruptcy Court in Philadelphia called for
a trustee on June 27 after the bank said the collateral was worth
less than the debt.

The report relates that the company filed two reorganization
plans, and the creditors' committee submitted one. The bank said
none of the plans moved forward, nor was any disclosure statement
approved.

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


XINERGY CORP: Moody's Downgrades CFR to 'Caa3'; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service downgraded Xinergy Corp.'s ratings,
including corporate family rating (CFR), probability of default
rating, and senior secured debt rating, to Caa3 from Caa1. At the
same time, Moody's changed the company's Speculative Grade
Liquidity (SGL) rating to SGL-4 from SGL-2. The outlook is
negative.

Moody's took the following rating actions:

Downgrades:

  Issuer: Xinergy Corp.

     Probability of Default Rating, Downgraded to Caa3 from Caa1

     Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-2

     Corporate Family Rating, Downgraded to Caa3 from Caa1

     Senior Secured Regular Bond/Debenture, Downgraded to Caa3,
     LGD3, 46% from Caa1, LGD3, 48%

Outlook Actions:

  Issuer: Xinergy Corp.

     Outlook, Changed To Negative From Stable

Ratings Rationale

The downgrade reflects Moody's expectation that Xinergy's
liquidity will erode due to negative EBITDA margin and cash flows
over the next twelve to eighteen months, in light of unfavorable
industry conditions and Xinergy's position as a small, primarily
thermal coal producer concentrated in Central Appalachia.

The deterioration in Xinergy's financial performance is largely
driven by the market conditions and challenges facing the US
thermal coal industry. Unusually warm weather in the US and low
natural gas prices in 2011-2012 led to a collapse in coal prices
across most coal producing regions and production cuts across the
industry, with utilities decreasing their coal-fired generation in
favor of lower-priced natural gas. Central Appalachian thermal
coal has been most impacted, due to high costs of production and
availability of natural gas capacity at the utilities
traditionally served by the region. Xinergy primarily sells its
thermal coal at spot prices, and as such, Moody's does not expect
the company to be able to generate a meaningful margin on its
thermal coal sales, unless the market recovers.

Although the company has recently expanded in metallurgical coal,
through acquisition of True Energy high-vol met operation in July
2011 and the start of production at South Fork mid-vol met coal
mine in April 2012, Moody's does not expect the company's
metallurgical business to be profitable in 2012, due to low
volumes and high costs, combined with the softness in the
metallurgical coal market. Moody's expects metallurgical coal
market to remain soft for the next several months, due to the
ongoing sovereign crisis in Europe and slowing growth rates in
steel production in China.

Although the company has taken a number of cost saving actions,
including idling thermal operations, cutting almost 40% of
workforce, and cutting back on capital programs, Moody's expects
negative free cash flow of as much as $40 million for the full
year 2012, which includes the non-recurring cash inflow of
approximately $30 million in the first quarter of 2012 from
contract settlements with two thermal customers and release of
restricted cash. Although the cash burn rate will likely moderate
in the second half of 2012 and 2013, Moody's believes free cash
flows will remain significantly negative over the rating horizon.

The SGL-4 liquidity rating reflects Moody's expectation that the
company's current liquidity, which includes $69.5 million of cash
at March 31, 2012, will deteriorate significantly over the next
twelve to eighteen months, in light of the negative free cash flow
generation expected.

The negative outlook reflects Moody's expectation that the market
conditions will remain challenging over the next several months,
and that Xinergy's liquidity will continue to erode. A further
downgrade would be considered if liquidity deteriorates more
rapidly than expected. While an upgrade is unlikely, a positive
action on the ratings could be considered if the company is able
to secure additional sources of financing and financial
performance improves, such that the company is expected to
generate positive EBITDA and operating cash flows.

The principal methodology used in rating Xinergy was the Global
Mining Industry Methodology published in May 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.


YANG CENTRAL: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Yang Central Park, LLC.
        332 Tulip Circle
        Fredericksburg, VA 22401

Bankruptcy Case No.: 12-33831

Chapter 11 Petition Date: June 25, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: Mark Joseph Dahlberg, Esq.
                  WOEHRLE & FRANKLIN
                  2120 Lafayette Boulevard
                  Fredericksburg, VA 22401
                  Tel: (540) 898-8881
                  E-mail: mark.dahlberg1@gmail.com

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

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

The petition was signed by Mary Soon Yang, president.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
U.S. Bank National Association      The Shoppes at      $3,497,126
190 South LaSalle Street, 7th Floor Central Park
Chicago, IL 60603


* Moody's Sees Slow Earnings Growth in Global E&P Sector
--------------------------------------------------------
A drop in oil prices and jitters over economic conditions in
Europe, the US and China suggest the global exploration and
production sector (E&P) will see its earnings grow more slowly
over the next 12 to 18 months, Moody's Investors Service said in a
new report.

The rating agency also lowered its price assumptions for crude oil
and natural gas liquids (NGLs) for the remainder of 2012, and for
2013 and beyond.

In the new report, "Fading Oil-Price Boom and World Economic
Conditions Point to Slower E&P Growth," Moody's said it expects
E&P industry EBITDA to grow in the mid-to-high single digits year-
on-year through mid-2013. Expectations for EBITDA growth in the
sector above 10% would suggest a positive outlook, while a retreat
of 10% or more would point to a negative outlook.

Moody's changed its outlook for the E&P industry to stable from
positive on June 27, 2012. The rating agency's industry outlooks
reflect expectations for fundamental business conditions in the
industry over the next 12 to 18 months.

"With considerable weakening in oil and natural gas liquid prices
and a rebound unlikely in 2012 or even 2013, earnings will be
dampened, even those of companies focused toward production of oil
and NGLs," said Terry Marshall, a Moody's Senior Vice President.
"That, in addition to the ongoing sovereign debt crisis in Europe
and a potential slowdown in China, all contribute to our change in
outlook."

Moody's lowered its crude price assumptions to $90/bbl for WTI and
$100/bbl Brent in 2012, with an additional expected decline in
2013 to $85/bbl for WTI and $95/bbl for Brent in 2013. Moody's
expects that the spread between benchmark Brent and WTI crude will
narrow to about $5 in 2014.

Price assumptions represent full-year baseline pricing
approximations -- not forecasts -- that Moody's uses to evaluate
risk when analyzing credit conditions for E&P issuers.

Moody's also expects little change in US natural gas prices before
the end of 2013 with a normal winter offering the best near-term
support for natural gas prices as increased utility and industrial
demand will ramp up slowly.

The ongoing supply glut in NGLs will continue to pressure prices,
leading the rating agency to lower its price assumptions for NGLs
to 40% of WTI crude prices, from a previous 50%, says Moody's. The
outlook update also notes that while capital spending plans remain
strong across the sector, capex budgets may shrink somewhat as oil
and NGL prices fell sharply in the second quarter of 2012.


* Claims Trading in May Second-Lowest in the Past Year
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to data compiled from court records by
SecondMarket Inc., the $1.95 billion in claims traded during May
were the second-fewest in the last year, exceeding only the $1.5
billion of claims that changed hands in April.  Lehman Brothers
Holdings Inc. claims represented 80% of the month's total, with
$1.55 billion in face amount of traded claims.  MF Global Inc. was
again in second place, with $246.1 million of traded claims, or
16% of Lehman's.  In number of traded claims, MF Global's 253
reported trades approached the 265 traded claims for Lehman.
April was the slowest month for claims trading since February
2010.  Trading dropped once Lehman began making distributions to
creditors under the confirmed Chapter 11 plan.


* Kramer Levin Receives Award for Work on Capmark Committee
-----------------------------------------------------------
Kramer Levin Naftalis & Frankel received a Turnaround Atlas Award
Tuesday night for the firm's work as unsecured creditors committee
counsel for Capmark Financial Group Inc.  The complex bankruptcy
transaction was named "Chapter 11 Reorganization Deal of the Year"
(Large Markets) at the Global M&A Network's annual awards gala in
Chicago.  To qualify for the large markets category, the
restructuring had to be valued above $750 million.

Kramer Levin represented the Official Committee of Unsecured
Creditors in Capmark's chapter 11 case.  At the time of its
filing, Capmark was one of the largest commercial real estate
lenders and loan servicers in North America, with assets of
approximately $20 billion and liabilities of approximately $21
billion.  Kramer Levin actively represented the Committee in,
among other things, over ten complex asset sales by Capmark,
including the sale of Capmark's North American mortgage servicing
business to Berkadia within the first few weeks of the case being
commenced.  Kramer Levin also represented the Committee in
formulating and negotiating a comprehensive plan of reorganization
that distributed a recovery to unsecured creditors and gave
control of the reorganized Company, including the ultimate
ownership of Capmark Bank, to unsecured creditors.

The Kramer Levin team advising the Committee was led by Corporate
Restructuring and Bankruptcy Department co-chair Thomas Moers
Mayer and partners Amy Caton and Joshua Brody.

The Global M&A Network presents the annual turnaround awards to
honor top performances from the distressed M&A, restructurings,
reorganizations and the turnaround communities, worldwide.
Winners are selected on the basis of "performance" criteria by an
independent awards advisory group.  Kramer Levin also was honored
Tuesday with the "Healthcare Services Deal of the Year" for the
firm's representation of Saint Vincent Catholic Medical Centers of
New York.

Kramer Levin has played a leading role in some of the largest and
most newsworthy bankruptcy cases, representing debtors,
committees, and other significant players in chapter 11 cases.  In
particular, on the committee side, Kramer Levin is currently
representing the official committee of unsecured creditors in the
chapter 11 cases of Residential Capital, LLC, RG Steel, Hostess
Brands, Inc., AES Energy Corporation and Evergreen Solar, Inc.
Additionally, the firm represents the bankruptcy trustees
appointed in the insolvency proceedings of Lehman Brothers
Treasury Co. B.V. and the largest bondholder in the American
Airlines bankruptcy.

Kramer Levin Naftalis & Frankel LLP -- http://www.kramerlevin.com/
-- is a premier, full-service law firm with offices in New York,
Silicon Valley and Paris.  Firm lawyers are leading practitioners
in their respective fields.  The firm represents Global 1000 and
emerging growth companies, institutions and individuals, across a
broad range of industries.


* BOND PRICING -- For Week From June 25 to 29, 2012
---------------------------------------------------

  Company                Coupon     Maturity   Bid Price
  -------                ------     --------   ---------
A123 SYSTEMS INC          3.750    4/15/2016      26.000
AES EASTERN ENER          9.000     1/2/2017      15.500
AES EASTERN ENER          9.670     1/2/2029      17.500
AGY HOLDING COR          11.000   11/15/2014      39.010
AHERN RENTALS             9.250    8/15/2013      64.500
ALION SCIENCE            10.250     2/1/2015      45.300
AM AIRLN PT TRST         10.180     1/2/2013      84.000
AMBAC INC                 6.150     2/7/2087       1.502
AMBAC INC                 9.375     8/1/2011      22.960
AMBAC INC                 9.500    2/15/2021      25.000
AMER GENL FIN             4.100    7/15/2012      97.538
AMER GENL FIN             4.875    7/15/2012      99.875
ATP OIL & GAS            11.875     5/1/2015      47.875
ATP OIL & GAS            11.875     5/1/2015      47.890
ATP OIL & GAS            11.875     5/1/2015      47.875
BAC-CALL07/12             5.500   10/15/2029     100.000
BAC-CALL07/12             5.800    1/15/2028     100.000
BAC-CALL07/12             5.900    7/15/2029      99.980
BAC-CALL07/12             6.650    7/15/2027      99.982
BAC-CALL07/12             8.250    4/15/2027     101.920
BAC-CALL07/12             8.278    12/1/2026     101.570
BROADVIEW NETWRK         11.375     9/1/2012      64.750
BUFFALO THUNDER           9.375   12/15/2014      34.875
CBS-CALL07/12             8.200    5/15/2014     112.646
DIRECTBUY HLDG           12.000     2/1/2017      18.000
DIRECTBUY HLDG           12.000     2/1/2017      18.000
DOMINION RESOURC          6.250    6/30/2012     100.000
EASTMAN KODAK CO          7.000     4/1/2017      15.000
EASTMAN KODAK CO          7.250   11/15/2013      15.375
EASTMAN KODAK CO          9.200     6/1/2021      13.393
EASTMAN KODAK CO          9.950     7/1/2018      13.105
EDISON MISSION            7.500    6/15/2013      60.400
ELEC DATA SYSTEM          3.875    7/15/2023      97.000
ENERGY CONVERS            3.000    6/15/2013      42.000
EVERGREEN SOLAR          13.000    4/15/2015      48.000
GEOKINETICS HLDG          9.750   12/15/2014      57.500
GLB AVTN HLDG IN         14.000    8/15/2013      27.100
GLOBALSTAR INC            5.750     4/1/2028      49.250
GMX RESOURCES             4.500     5/1/2015      40.000
GMX RESOURCES             5.000     2/1/2013      73.815
GMX RESOURCES             5.000     2/1/2013      70.537
HAWKER BEECHCRAF          8.500     4/1/2015      19.300
HAWKER BEECHCRAF          8.875     4/1/2015      15.500
HAWKER BEECHCRAF          9.750     4/1/2017       3.050
HEWLETT-PACK CO           6.500     7/1/2012     100.010
JAMES RIVER COAL          4.500    12/1/2015      33.500
JPM-CALL07/12             5.850     8/1/2035     100.000
KENDLE INTL INC           3.375    7/15/2012      95.750
KV PHARM                 12.000    3/15/2015      32.500
LEHMAN BROS HLDG          0.250    12/8/2012      21.500
LEHMAN BROS HLDG          0.250    12/8/2012      21.500
LEHMAN BROS HLDG          0.250   12/12/2013      21.500
LEHMAN BROS HLDG          0.250    1/26/2014      21.500
LEHMAN BROS HLDG          1.000    12/9/2012      21.500
LEHMAN BROS HLDG          1.000   10/17/2013      21.500
LEHMAN BROS HLDG          1.000    3/29/2014      21.500
LEHMAN BROS HLDG          1.000    8/17/2014      21.500
LEHMAN BROS HLDG          1.000    8/17/2014      22.500
LEHMAN BROS HLDG          1.250     2/6/2014      21.500
LEHMAN BROS HLDG          1.500    3/29/2013      21.500
LEHMAN BROS INC           7.500     8/1/2026       7.550
LIFECARE HOLDING          9.250    8/15/2013      49.000
MANNKIND CORP             3.750   12/15/2013      52.500
MASHANTUCKET PEQ          8.500   11/15/2015       9.250
MASHANTUCKET PEQ          8.500   11/15/2015       9.527
MASHANTUCKET TRB          5.912     9/1/2021       9.250
MF GLOBAL HLDGS           6.250     8/8/2016      41.000
MF GLOBAL LTD             9.000    6/20/2038      38.000
NETWORK EQUIPMNT          7.250    5/15/2014      50.000
NEWPAGE CORP             10.000     5/1/2012       5.050
NGC CORP CAP TR           8.316     6/1/2027      16.000
NSC EQUIP TST H           5.570    7/15/2012      98.873
PATRIOT COAL              3.250    5/31/2013      23.787
PATRIOT COAL              8.250    4/30/2018      35.000
PENSON WORLDWIDE          8.000     6/1/2014      34.155
PENSON WORLDWIDE         12.500    5/15/2017      41.500
PMI GROUP INC             6.000    9/15/2016      22.063
POWERWAVE TECH            3.875    10/1/2027      13.750
POWERWAVE TECH            3.875    10/1/2027      13.140
REAL MEX RESTAUR         14.000     1/1/2013      46.450
REDDY ICE CORP           13.250    11/1/2015      28.200
REDDY ICE HLDNGS         10.500    11/1/2012      55.500
RESIDENTIAL CAP           6.500    4/17/2013      25.750
RESIDENTIAL CAP           6.875    6/30/2015      25.250
SUNTRUST CAPITAL          6.100   12/15/2036     100.000
TERRESTAR NETWOR          6.500    6/15/2014      10.000
TEXAS COMP/TCEH           7.000    3/15/2013      15.700
TEXAS COMP/TCEH          10.250    11/1/2015      24.500
TEXAS COMP/TCEH          10.250    11/1/2015      26.250
TEXAS COMP/TCEH          10.250    11/1/2015      23.500
TEXAS COMP/TCEH          15.000     4/1/2021      33.500
TEXAS COMP/TCEH          15.000     4/1/2021      34.250
THORNBURG MTG             8.000    5/15/2013       7.375
TIMES MIRROR CO           7.250     3/1/2013      31.250
TOUSA INC                 9.000     7/1/2010      31.000
TOUSA INC                 9.000     7/1/2010      26.500
TRAVELPORT LLC           11.875     9/1/2016      38.250
TRAVELPORT LLC           11.875     9/1/2016      37.125
TRIBUNE CO                5.250    8/15/2015      30.450
TRICO MARINE              3.000    1/15/2027       0.750
TRICO MARINE              3.000    1/15/2027       0.750
USEC INC                  3.000    10/1/2014      48.750
VERSO PAPER              11.375     8/1/2016      50.250
WASH MUT BANK FA          5.125    1/15/2015       0.010
WASH MUT BANK FA          5.650    8/15/2014       0.875
WASH MUT BANK FA          6.875    6/15/2011       0.010
WASH MUT BANK NV          6.750    5/20/2036       0.875
WESTERN EXPRESS          12.500    4/15/2015      55.000



                            *********

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.

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                  *** End of Transmission ***