TCR_Public/110414.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, April 14, 2011, Vol. 14, No. 103

                            Headlines

1ST & STATE: Case Summary & 15 Largest Unsecured Creditors
20 BAYARD: Court Approves Laub Consulting as Financial Advisor
2006 PROSPER: Wants Case Dismissed; Has No Means to Formulate Plan
ADOBE CREEK: Gallagher Acquires Golf Course in Chapter 7
AG FERRARI: Says Creditors' Panel Not Necessary

AGE REFINING: Court to Consider $41-Mil. Sale Today
ALLEN FERGUSON: Financial Woes Prompts Chapter 11 Bankruptcy
APPLESEED'S INTERMEDIATE: Committee Has OK for CMAG as Advisors
ARLIE & CO: Combined Hearing on Plan Tomorrow
ART ONE: Asks for Court's Permission to Use Cash Collateral

ASARCO LLC: Plan Admin. Wants Claims Objections Further Extended
ASARCO LLC: CSM Wants to Bar Discovery of Settlement Data
ASARCO LLC: Victor Karl Objects to Summary Judgement Proceeding
BARNES BAY: Viceroy Anguilla Resort Unit Buyer Objects to Sale
BARNES BAY: Taps Richards Layton as Delaware Counsel

BARNES BAY: Proposes Akin Gump as Bankruptcy Counsel
BARNES BAY: Taps Keithley Lake as Special Counsel in Anguila
BELTWAY 8: Plan Offers Full Payment to Unsecureds After One Year
BERNARD L MADOFF: Trustee May Disclose Bank Officers' Identities
BION ENVIRONMENTAL: Has Project With Kreider to Cut Ammonia

BLOCKBUSTER INC: Landlords Object to Proposed Sale Order
BORDERS GROUP: U.S. Trustee Opposes $8-Mil. in Bonuses for Execs.
BORDERS GROUP: Reaches Deal with Committee on Sutherland Contract
BORDERS GROUP: Wins Approval to Modify Trade Terms With Vendors
BORDERS GROUP: Borders Properties' Schedules and Statement

BRSP LLC: S&P Assigns 'BB-' Rating on $282MM Sr. Secured Term Loan
BRUGNARA PROPERTIES: Disclosure Statement Hearing Set for May 12
BRYAN/MOORE DEV'T: Court Dismisses Chapter 11 Bankruptcy Case
CALUMET SPECIALTY: S&P Puts 'B' Rating on Proposed $375MM Notes
CASCADE ACCEPTANCE: Court Denies Farella's $66T Bill

CATHOLIC CHURCH: Jesuits Settle Abuse Claims for $166 Million
CATHOLIC CHURCH: Wilmington Diocese to Lay Off Employees
CATHOLIC CHURCH: Milw. Proposes to Modify Cemetery Staff CBA
CATHOLIC CHURCH: CBNA Appeals District Court Arbitration Order
CELLO ENERGY: Court Rules on Suit Against Parsons & Whittemore

CHAMPION ENVIRONMENTAL: Case Summary & Creditors List
CHEM RX: Creditors Win Confirmation of Liquidating Plan
CHRISTIAN KNUDSEN: Ch. 7 Trustee to Probe Former Bankr. Counsel
CINRAM INTERNATIONAL: S&P Lowers Corporate Credit Rating to 'D'
CLUB VENTURES: Court Okays Klestadt & Winters as Panel's Counsel

CMHA/TCB LAUREL: Wants to Tap David Donnett for Tenant Evictions
CMHA/TCB LAUREL: Taps Santen & Hughes as Bankruptcy Counsel
CRYSTAL CATHEDRAL: Court OKs BSW as Committee's Fin'l Consultant
CYNTHIA TURNER: Court Pegs BofA Lien at $850,000
DANIEL COOK: Bankruptcy Court Rules on Pending Motions

DEVELOPMENTAL DYNAMICS: Case Summary & Creditors Lists
DONALD PEDERSEN: Bankr. Court Avoids Doucette Lien on House
DRYSHIPS INC: Ocean Rig Prices Sr. Unsecured Bonds Offering
DYNEGY INC: Hires White & Case and Lazard for Restructuring Advice
EAST COAST: In Ch. 11 to Restructure Georgia Capital Debt

EMISPHERE TECHNOLOGIES: Amends Form S-1 for $8.14 Million Shares
EMIVEST AEROSPACE: Auctions Two Ground Leased Airport Properties
ENRON CORP: Jeff Skilling Loses Appeal to Overturn Convictions
ENRON CORP: Former Exec. Shelby Sentenced for Insider Trading
ENRON CORP: IRS Pays $1.1-Mil. Reward to Whistleblower

FARMLAND INDUSTRIES: 8th Cir. Affirms Dismissal of GAF Suit
FLYING MARLIN: Case Summary & 20 Largest Unsecured Creditors
FORUM HEALTH: Committee Fights Foundations' Chapter 11 Exit
FR & S CORP: Court Rules on Puerto Rico Treasury's Tax Claims
FRENCH BROAD: Faces Objections at April 20 Plan Hearing

GEOSPATIAL HOLDINGS: Inks Settlement Deal with 29 Investors
GLADIOLA WOOD-TOLSON: U.S. Trustee Seeks Chapter 7 Conversion
GMX RESOURCES: David Lucke Does Not Own Any Securities
GOARANY DEVELOPERS: Voluntary Chapter 11 Case Summary
GREENBRIER COS: Announces Results to Date of Tender Offer

GREENWICH SENTRY: Creditors Have Until May 23 to File Claims
GREENWICH SENTRY: Has Until June 17 to File Chapter 11 Plan
GRIND COFFEE: First Bank's Collateral Valued at $350,000
GRUBB & ELLIS: Fails to Get Consents to Amend 2010 Indenture
HARRY & DAVID: Section 341(a) Meeting Set for April 27

HARRY & DAVID: Wants June 17, 2011 General Claims Bar Date
HARRY & DAVID: Asks for Approval of Jones Day as Counsel
HARRISBURG, PA: Should Negotiate Before Ch. 9 Filing, Cravath Says
HARVEST OAKS: Court Extends Use of Cash Collateral Through May 31
HARVEST OAKS: Court Reschedules Confirmation Hearing to June 30

HASSEN REAL ESTATE: Case Summary & 10 Largest Unsecured Creditors
HERCULES OFFSHORE: Lisa Rodriguez to Resign as VP Human Resources
HILTON STEIN: Former Clients' Lawsuit Goes to Trial
HQ SUSTAINABLE: Gets NYSE Amex Noncompliance Notice
HSRE-CDS I: Has Interim Access to Cash Collateral Until May

HSRE-CDS I: Has Nod to Pay Critical Vendors' Prepetition Claims
IMPACT CASH: Rocky Mountain Advisory's Miller Named as Receiver
INDALEX LIMITED: Union Wins Landmark Court Ruling on Pensions
INDIANAPOLIS DOWNS: Has Court's Nod to Hire Epiq as Claims Agent
INDIANAPOLIS DOWNS: Taps Greenberg Traurig as Bankruptcy Counsel

INDIANAPOLIS DOWNS: Wants Polsinelli Shughart as Conflicts Counsel
INFOLINK GROUP: Trustee Directed to Re-Issue Stock Certificate
JOHN STOKES: U.S. Trustee Suit Goes to Trial
KMC REAL ESTATE: Files List of Five Largest Unsecured Creditors
KMS II: M&I Guaranty Action Goes to Sarasota County Court

LA JOLLA: Case Summary & 20 Largest Unsecured Creditors
LAWRENCE KASSOVER: Plan Trustee Fails in Bid to Reopen Case
LEE ENTERPRISES: S&P Assigns 'B' Corporate Credit Rating
LEHMAN BROTHERS: Committee Backs $809MM Acquisition of Pine Notes
LEHMAN BROTHERS: OKs BNC and Aurora Bank Services Agreement

LEHMAN BROTHERS: U.S. Bank, et al., Appeal ADR Order
LEVEL 3 COMMS: Registers Preferred Shares With NASDAQ
LEVEL 3 COMMS: Adopts Rights Plan Designed to Protect NOLs
LITHIUM TECHNOLOGY: Lim Kee Discloses 67.7% Equity Stake
LIZ CLAIBORNE: S&P Raises Corp. Credit Rating to 'B-' From 'SD'

LOTHIAN OIL: Bankruptcy Court Enters Show Cause Order
LOTT SURPLUS: Bank's Suit v. Insurer Stays in Bankruptcy Court
MARITIME TELECOMMUNICATIONS: S&P Puts 'B' Corporate Credit Rating
MARKET CENTER: Special Counsel Awarded 1/4 of Requested Fees
MCCLURE PROPERTIES: Court Rules on Suit vs. Fifth Third Bank

MEDICAL PROPERTIES: S&P Puts 'BB' Rating on Proposed $450MM Notes
MESA AIR: Has Stipulation With Suntrust on Assumption Issues
MESA AIR: Assumes Zurich Surety Bonds and Indemnity Agreements
MESA AIR: Resolves Bombardier Administrative Claims
MICHAEL KIRKBRIDE: Court Rules on Contractor's Lawsuit

MOON THAI: Court Suspends Brown Van Horn's Bankruptcy Practice
NATIONAL CONSUMER: Court Denies Rio's Motion for Sanctions
NEW CENTURY FIN'L: Court Rejects Muhammad Admin. Claim
NEW RIVER: Court Denies Creditor's Motion for Sanctions
NEW STREAM: Facing Objections From Committee at Today's Hearing

NEXHORIZON BROADBAND: Case Summary & Creditors List
NEXTAG INC: S&P Assigns 'BB-' Corporate Credit Rating
NEXSTAR BROADCASTING: S&P Puts 'BB-' Rating on Proposed $50MM Loan
NORTEK INC: S&P Affirms 'B' Corporate Credit Rating
NORTH GENERAL: U.S. Trustee Wants J. Garrity as Ch. 11 Trustee

OLD COLONY: Hearing on Cash Collateral Motion Set for April 28
OTTER TAIL: Completes Sale of Business to Green Plains for $60MM
OUTSOURCE HOLDINGS: Files List of 18 Largest Unsecured Creditors
OVERLAND STORAGE: Joseph De Perio Appointed as Board Member
PACIFIC DEVELOPMENT: Has OK to Sell Five Lots to Sierra Homes

PAPERWORKS INDUSTRIES: S&P Assigns 'B' Corporate Credit Rating
PHOENIX ASSOCIATES: Trustee Cannot Avoid Transfer of Appeal Bond
PINNACLE HILLS: Case Summary & 9 Largest Unsecured Creditors
PPL CAPITAL: Fitch Puts 'BB+' Rating on Junior Subordinated Notes
PROFESSIONAL VETERINARY: Plan Exclusivity Extended Until May 17

PROFESSIONAL VETERINARY: Seeks to Employ BKD LLP as Auditors
RAY ANTHONY: Seeks to Employ W.B. Kania as Accountant
RAY ANTHONY: Has Until April 13 to Decide on Unexpired Leases
RCC NORTH: U.S. Bank Plan Disclosures Hearing Scheduled for May 18
RCI REGIONAL: Case Summary & 2 Largest Unsecured Creditors

RICHFIELD 81: Judge Massey Rejects Debtor's Dirt-For-Debt Plan
RK HOSPITALITY: Case Summary & 4 Largest Unsecured Creditors
SATELITES MEXICANOS: Wants Ernst & Young as Financial Advisor
SATELITES MEXICANOS: Wants Lazard Freres as Investment Banker
SBARRO INC: Nebraska District Court Issues Show Cause Order

SEA TURTLE: Wells Fargo Buys Shopping Center for $10-Mil.
SEXY HAIR: Taps Eckert Seamans to Handle Intellectual Property
SHARPER IMAGE: To Pay Some Gift-Card Claimholders
SHOPS AT PRESTONWOOD: Taps Franklin Skierski as Bankruptcy Counsel
SIMIS, INC.: Case Summary & 20 Largest Unsecured Creditors

SOLOMON DWEK: Court Rules on Chapter 11 Trustee's Suit v. Levy
STATION CASINOS: Updated Chapter 11 Case Summary
SUNVALLEY SOLAR: Posts $184,400 Net Loss in June 30 Quarter
TASTY BAKING: Incurs $45.18 Million Net Loss in 2010
TAYLOR BEAN: Ex-Chairman Farkas Needs More Money for Defense

TENET HEALTHCARE: Sues CHS for Disclosing False Statements
TERRA BENTLEY II: Summary Judgment Bid in Avoidance Suit Denied
TEXSTYLE, LLC: Files for Chapter 11, Weighed Down by Payables
TEXSTYLE, LLC: Voluntary Chapter 11 Case Summary
T.H. PROPERTIES: Can Complete 600 Homes Under BoA Lending Deals

TRIBUNE CO: Modifies Plan to Address Noteholders Objection
TRIBUNE CO: Sends Caption Colorado Dispute to Arbitration
UNILAVA CORPORATION: Incurs $1.00 Million Net Loss in 2010
UNISYS CORP: Holders Validly Tender $325.83MM of Senior Notes
VILICA LLC: Files Amended Schedules of Assets and Liabilities

VINOD & SONS: Case Summary & 13 Largest Unsecured Creditors
VITRO SAB: Court Denies Involuntary Petitions vs. 4 US Units
WASHINGTON LOOP: U.S. Trustee Asks for Dismissal of Ch. 11 Case
WB REAL ESTATE: Case Summary & 9 Largest Unsecured Creditors
ZALE CORP: Suspending Filing of Reports Under Savings Plan

* Gonzalez to Retire From Manhattan Bankruptcy Bench in Feb. 2012
* Grant Thornton LLP to Acquire Portion of LECG Practice

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1ST & STATE: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 1st & State Real Estate Holdings, LLC
        2888 East Walnut Street, Studio 1
        Pasadena, CA 91107

Bankruptcy Case No.: 11-25911

Chapter 11 Petition Date: April 12, 2011

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

Judge: Barry Russell

Debtor's Counsel: Ralph S. Greer, Esq.
                  LAW OFFICE OF RALPH S. GREER
                  2493 E. Colorado Boulevard
                  Pasadena, CA 91107
                  Tel: (626) 405-2353
                  Fax: (626) 405-9152
                  E-mail: rsgreer@pacbell.net

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

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-25911.pdf

The petition was signed by Estelle Campbell, managing member.


20 BAYARD: Court Approves Laub Consulting as Financial Advisor
--------------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York authorized 20 Bayard Views LLC to
employ Laub Consulting Services LLC as its financial advisors and
accountants.

The firm will render the financial advisory and accounting
services required by the Debtor in connection with the Debtor's
Chapter 11 case.

The firm's managing principal will charge $385 per hour for this
engagement.

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

                      About 20 Bayard Views

20 Bayard Views, LLC, owns and runs the Bayard Condominium Complex
at at 20 Bayard Street, in Brooklyn , New York.  A total of 37  of
the 62 units remain unsold.

20 Bayard filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 09-50723) on Dec. 4, 2009.  Attorneys at Porzio,
Bromberg & Newman, P.C., serve as general bankruptcy counsel and
Moritt Hock Hamroff & Horowitz LLP is local counsel to the Debtor.
The Company disclosed $21,219,696 in assets and $20,976,363 in
liabilities as of the Chapter 11 filing.

In March 2011, Bankruptcy Judge Elizabeth S. Stong issued an order
denying confirmation of the Third Amended Plan of Reorganization,
as modified, filed by 20 Bayard Views, LLC.  The Court held that
the Plan cannot be confirmed because it does not satisfy 11 U.S.C.
Sec. 1129(b)'s cramdown requirements.  W Financial Fund LP, owed
$17.4 million in principal on account of a loan made in 2008,
objected to the confirmation of the Plan.


2006 PROSPER: Wants Case Dismissed; Has No Means to Formulate Plan
------------------------------------------------------------------
2006 Prosper Partners, L.P., asks the U.S. Bankruptcy Court for
the Northern District of Texas to dismiss its Chapter 11 case
because the Debtor currently holds only a nominal amount of $1,025
in cash and there remains no other assets of value to be
liquidated for the benefit of creditors.  The Debtor's sole real
estate asset has been foreclosed upon by Wells Fargo Bank, N.A.,
the First Lien Lender.  Thus, Debtor has no means to formulate a
plan.  The Debtor relates that if its case were converted to
Chapter 7, the Chapter 7 trustee would also have no assets with
which to pay Chapter 7 administrative expenses.

Dallas, Texas-based 2006 Prosper Partners, L.P., is a single real
estate debtor.  The Debtor' sole asset consisted of three vacant
parcels of real property aggregating approximately 600 acres and
located in Collin and Denton counties, Texas, in the Town of
Prosper.  The Debtor sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 10-34652) on July 2, 2010.  Emily S. Chou, Esq., and
Michael D. Warner, Esq., at Cole Schotz Meisel Forman & Leonard
PA, represent the Debtor in the bankruptcy case.  In its
schedules, the Debtor disclosed $30,236,308 in assets and
$48,475,646 in liabilities.


ADOBE CREEK: Gallagher Acquires Golf Course in Chapter 7
--------------------------------------------------------
PressDemocrat.com reports that Adobe Creek Golf Course, an 18-hole
public course, has been sold to Sonoma County, California builder
Bill Gallaher, the former owner of the Oakmont Golf Course in
Santa Rosa.  Terms of the sale were not immediately available.  No
time has been set for the reopening of the 18-hole course designed
by Robert Trent Jones.  The course has been in a court-appointed
receivership since filing for Chapter 7 bankruptcy in January of
this year.


AG FERRARI: Says Creditors' Panel Not Necessary
-----------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
A.G. Ferrari Foods wants the bankruptcy judge to dispense with the
formation of an official creditors' committee because it qualifies
as a small business.

The family-owned company, founded in 1919, is the operator of
13 Italian specialty food stores in the San Francisco Bay area.
Total uncontested secured and unsecured debt is about $2.34
million.  The San Leandro, California-based retailer says it owes
$136,000 to the secured lender Bridge Bank NA.  The inventory, it
says, is worth $1.2 million.  There is another $1.73 million in
unsecured debt.

A.G. Ferrari Foods filed a Chapter 11 petition (Bankr. N.D. Calif.
Case No. 11-43327) on March 28, 2011.  Eric A. Nyberg, Esq., at
Kornfield, Nyberg, Bendes and Kuhner, in Oakland, California,
represents the Debtor.  The Debtor estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.

A case summary for A.G. Ferrari is in the March 30, 2011 edition
of the Troubled Company Reporter.


AGE REFINING: Court to Consider $41-Mil. Sale Today
---------------------------------------------------
Vicki Vaughan at My San Antonio reports that a court hearing on a
plan to sell AGE Refining is set for 9:30 a.m. today, Thursday.
Eric Moeller, the trustee for AGE's bankruptcy, is asking the
court to approve the sale of AGE to a prospective buyer that he
has designated.  The hearing had been set for Monday but was
postponed.

According to the report, court documents indicate that the
trustee's investment bank, Global Hunter Securities, got five bids
for AGE, but the trustee determined that it was best for creditors
to select a designated buyer without an auction.

As widely reported, the purchase price for AGE's refining assets,
truck loading rack, railcar loading facility and feedstock is $41
million.  The prospective buyer will not be identified until a
purchase agreement is signed.

A court paper says the buyer is a publicly held company, Bill
Rochelle, Bloomberg News' bankruptcy columnist, reported last
week.

Mr. Rochelle relates that the Chapter 11 trustee for Age Refining
Inc. abandoned the idea of an auction and decided instead to sell
the assets in a so-called private sale.  The trustee decided to
cancel the April 5 and 6 auction after negotiating with several
potential purchasers.

                        About Age Refining

Age Refining, Inc. owns a refinery in San Antonio, Texas.  It
manufactures, refines and markets jet fuels, diesel products,
solvents and other highly specialized fuels.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Texas Case No. 10-50501) on Feb. 8, 2010.  Aaron Michael
Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E. Andrews, Esq.,
t Cox Smith Matthews Incorporated, represent the Chapter 11
debtor.  The Company estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities in its
bankruptcy petition.

Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from Chief Executive Glen Gonzalez.  In November
2010, the trustee filed suit against Mr. Gonzalez, alleging he
breached his fiduciary duty by dipping into Company coffers for
his personal use while paying himself an excessive salary and
stock distributions, according to My San Antonio.


ALLEN FERGUSON: Financial Woes Prompts Chapter 11 Bankruptcy
------------------------------------------------------------
Allen Ferguson filed a Chapter 11 bankruptcy petition on March 31,
2011 (Bankr. E.D. Va. Case No. 11-32141).

Kristen MacBeth at BankruptcyHome.com reported that Mr. Ferguson,
along with his wife Mary, estimated assets and liabilities between
$1 and $10 million.  In total, the couple owes $3.82 million to 20
unsecured creditors.

According to the report, the largest debt, a total of $1.53
million, is owed to Virginia-area bank EVB, a total of $1.53
million, according to Richmond BizSense.  An additional sum of
nearly $750,000 is owed to Union First Market Bank.  Many local
citizens are supposed to receive funds from the couple, and a
developer is also out $125,000.  Wells Fargo is owed more than
$662,000.

The couple blamed their money trouble on the economy, says
BankruptcyHome.

"The bankruptcy was filed so that they could have control over an
orderly liquidation of assets in a manner designed to pay their
creditors," BankruptcyHome quotes Roy Terry, attorney in charge of
the case, as saying.


APPLESEED'S INTERMEDIATE: Committee Has OK for CMAG as Advisors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the official committee of unsecured creditors of Appleseed's
Intermediate Holdings, et al, permission to retain Carl Marks
Advisory Group LLC as its financial advisors, nunc pro tunc to
Jan. 28, 2011.

The Court is satisfied that CMAG does not hold or represent an
interest adverse to the Debtors' estates and that the CMAG is a
"disinterested person" at that term is defined in Section 101(14)
of the Bankruptcy Code.

The order amends and supercedes the Court's previous order
authorizing the employment of CMAG, dated March 7, 2011.

CMAG shall be compensated in accordance with the terms of the
Financial Advisory Agreement and, in particular, all of CMAG's
fees and expenses in these Chapter 11 cases are approved pursuant
to section 328(a) of the Bankruptcy Code.

                   About Appleseed's Intermediate

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million.

Appleseed's is owned by Golden Gate Capital Corp., which also
holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10160) on
Jan. 19, 2011.  Appleseed's Intermediate estimated assets at
$100 million to $500 million and debts at $500 million to $1
billion in its Chapter 11 petition.

Richard M. Cieri, Esq., Joshua A. Sussberg, Esq., at Brian E.
Schartz, at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy
counsel.  Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, serves as local counsel to the Debtors.  Moelis &
Company LLC is the Debtors' investment banker and financial
advisor.  Alvarez & Marshal North America, LLC, is the Debtors'
restructuring advisor.  Pricewaterhousecoopers LLP is the Debtors'
independent auditor.  Kurtzman Carson Consultants LLC is the
notice, claims and balloting agent.

Jay R Indyke, Esq., Cathy Hershcopf, Esq., Brent Weisenberg, Esq.,
and Richelle Kalnit, Esq., at Cooley LLP, in New York, and Robert
K Malone, Esq., Michael P Pompeo, Esq., and Howard A Cohen, Esq.,
at Drinker Biddle & Reath LLP, in Wilmington, Delaware, represent
the Official Committee of Unsecured Creditors.


ARLIE & CO: Combined Hearing on Plan Tomorrow
---------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon adjourned
until April 15, 2011, at 10:00 a.m., the combined hearing to
consider adequacy of Arlie & Company's Disclosure Statement and
confirmation of the proposed Plan of Reorganization, wherein all
creditors will recover 100% of their allowed claims.

As reported in the Troubled Company Reporter on January 17, 2011,
the Debtor's Plan provides for, among other things:

   -- auctioning off its 5,226-acre West Hilo Tree Farm in Hawaii
      to raise cash to fund its Chapter 11 bankruptcy
      reorganization;

   -- the Debtor will turn back the title to the former U.S.
      Bureau of Land Management headquarters on Chad Drive, in
      Eugene, Oregon, which the Company bought for $5.1 million
      two years ago from a half-dozen individual investors.

   -- involves reducing the amount of secured debt the Company
      owes to Bank of America.

Under the Plan, creditors and interest holders will be treated as
follows:

    * Each secured creditor will retain its security interest in
      and liens on its Collateral with the same priority such
      security interest and liens had on the Petition Date.

    * Each holder of a "Small Unsecured Claim" will be paid the
      full amount of its Claim within 60 days following the
      Effective Date.

    * Each holder of a General Unsecured Claim will be paid the
      full amount of its General Unsecured Claim in Cash within
      five years after the Effective Date.  In addition, within 3
      years after the Effective Date the Reorganized Debtor will
      pay at least 50% of the principal amount of each General
      Unsecured Claim.  Interest will accrue from the Petition
      Date on each General Unsecured Claim until such Claim is
      paid in full at a uniform annual interest rate of 3.5%.  At
      the time the Reorganized Debtor makes any principal payment
      on a General Unsecured Claim, the Reorganized Debtor will
      also pay all accrued but unpaid interest then owing on the
      General Unsecured Claim.

    * Existing Interests in the Debtor will be preserved.

A full-text copy of the Second Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?759e

A full-text copy op the Fourth Amended Chapter 11 Plan is
available for free at http://ResearchArchives.com/t/s?759f

                       About Arlie & Company

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a property developer.  It is doing business as DHF Corp., and
formerly dba Arlie Land and Cattle Company and Crescent Village
Community Gardens, LLC.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Ore. Case No. 10-60244) on Jan. 20, 2010.  Pachulski Stang Ziehl &
Jones LLP, and Ball Janik LLP, serve as the Debtor's bankruptcy
counsel.  The Company disclosed $227,191,924 in assets and
$65,412,220 in liabilities as of the Chapter 11 filing.


ART ONE: Asks for Court's Permission to Use Cash Collateral
-----------------------------------------------------------
ART One Hickory Corporation seeks authority from the U.S.
Bankruptcy Court for the Northern District of Texas to use rents
and other charges generated by its property that constitute as
Cathay Bank's cash collateral.

The Debtor is obligated by two cross collateralized notes to its
mortgage lender, Cathay Bank.  The Debtor is obligated on the note
secured by One Hickory Centre in the principal amount of
$8,856,155.  The indebtedness on the One Hickory Centre note, as
modified, bears interest at the contract rate of 5.0%.  The Debtor
is obligated on the note secured by Two Hickory Centre in the
principal amount of $9,171,208.  The indebtedness on the Two
Hickory Centre note bears interest at the contract rate of 7.18%.
The Debtor's total mortgage obligation to Cathay is in the
principal amount of $18,027,362.  The Debtor estimates that it
has approximately $3,972,638 in equity in the Property.  At the
respective contract rates for the One Hickory Centre and Two
Hickory Centre notes, the total monthly payment of principal and
interest is approximately $91,775.  Because the mortgage grants a
lien on the rents and other charges generated by the Property,
Cathay has a lien on the Debtor's cash.

Robert A. Simon, Esq., at Barlow, Garsek & Simon, L.L.P., explains
that the Debtor needs access to the cash collateral to fund its
Chapter 11 case, pay suppliers and other parties.  The Debtor will
use the collateral pursuant to a budget, a copy of which is
available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant Cathay adequate protection liens to protect the Lender from
the diminution in value of the collateral.  Beginning on July 3,
2011, the Debtor will begin making monthly payments of adequate
protection equal to the monthly interest on the mortgage
indebtedness at the non-default contract rate, or approximately
$91,000.  The Debtor will keep the Property fully insured against
loss and pay all delinquent property taxes.  With Court approval,
the Debtor will grant Cathay a replacement lien on all
postpetition rents and common area maintenance charges, and other
cost reimbursements collected from tenants to the extent and with
the priority that such liens existed prepetition.

                           About ART One

Fort Worth, Texas-based ART One Hickory Corporation, aka ART Two
Hickory Corporation owns two four-story office buildings in North
Dallas, Texas.  The first is located at 1800 Valley View Lane,
Dallas, Texas 75234, and is approximately 102,612 square feet.
The second is located at 1750 Valley View Lane, Dallas, Texas
75234, and is approximately 96,124 square feet.

ART One filed for Chapter 11 bankruptcy protection on April 4,
2011 (Bankr. N.D. Tex. Case No. 11-42024).  Robert A. Simon, Esq.,
at Barlow Garsek & Simon, LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.


ASARCO LLC: Plan Admin. Wants Claims Objections Further Extended
----------------------------------------------------------------
Mark A. Roberts of Alvarez and Marsal North America LLC, the
Reorganized Debtors' Plan Administrator, asks the U.S. Bankruptcy
Court for the Southern District of Texas to extend the time by
which he can file objections to claims pursuant to Section 14.2
of the Confirmed Plan of Reorganization and Rule 9006(b)(1)(1) of
the Federal Rules of Bankruptcy Procedure.

The last Court-approved Claims Objection Deadline was March 22,
2011.

By this motion, the Plan Administrator seeks an extension of the
Current Claims Objection Deadline, through and including the date
upon which he files a motion for an order and final decree
closing the ASARCO LLC bankruptcy case.

The Plan Administrator seeks extension of the Claims Objection
Deadline to ensure that no Disputed Claims that should be
objected to are inadvertently allowed by the passage of time,
Dion W. Hayes, Esq., at McGuirewoods LLP, in Richmond, Virginia,
tells Judge Schmidt.  The sought extension, Mr. Hayes asserts,
will allow additional time to review the remaining unresolved
claims to determine whether any additional objections should be
filed.

Mr. Hayes assures the Court that the Plan Administrator will
continue to make distributions on Claims, as he has done
routinely since the Plan Effective Date, promptly after those
Claims become Allowed Claims.  He adds that the Plan
Administrator and Reorganized ASARCO will not use the extension
of time to delay payment to Claimants, who are appropriately
entitled to distributions under the Debtors' Confirmed Plan of
Reorganization.

A hearing will be held on April 28, 2011, to consider the
request.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: CSM Wants to Bar Discovery of Settlement Data
---------------------------------------------------------
The Colorado School of Mines asks the Bankruptcy Court for a
protective
order to prevent discovery of settlement-related information with
regard to the Asarco LLC Plan Administrator's objection to its
Claim No. 18309.

Asimakis (Maki) D. Iatridis, Esq., at Berg Hill Greenleaf &
Ruscitti LLP, in Boulder, Colorado, relates that Colorado School
of Mines' claim seeks to recover environmental clean-up costs at
the CSMRI Site in Golden, Colorado.  He also relates that on
March 3, 2011, the Plan Administrator issued subpoenas to five
entities, who are potentially responsible parties at the Site.
The initial deadline to produce documents pursuant to the
Subpoenas was March 17, 2011.

The Subpoenas seek settlement communications from PRPs, who
engaged in and are engaging in settlement negotiations with
Colorado School of Mines.  Some of the settlement negotiations
were through mediation.  Between February 25 and March 16, 2011,
counsel for Colorado School of Mines and the Plan Administrator
conferred to determine and appropriately limit the scope of
discovery to exclude mediation and settlement information.

Counsel to the Plan Administrator initially indicated they were
not seeking to obtain any materials excluded by Rule 26 of the
Federal Rules of Civil Procedure or the Colorado mediation
statute, according to Mr. Iatridis.  However, on March 18, 2011,
the Plan Administrator's counsel responded that the Plan
Administrator would not exclude from the Subpoenas "documents
related to settlement and/or mediation," Mr. Iatridis points out.

"The [Plan Administrator] did not confer with Colorado before
issuing the Subpoenas and his Subpoenas follow on the heels of
his attempt to obtain this settlement information in his
discovery requests to Colorado," Mr. Iatridis tells the Court.
He reveals that Colorado School of Mines produced all settlement
agreements, but did not produce settlement communications and set
forth the reasons for its objections.

Rather than resolve the issue with Colorado School of Mines or
through the Court, the Plan Administrator attempted an end-run by
issuing the Subpoenas to the PRPs with whom Colorado School of
Mines has negotiated and is negotiating settlement, Mr. Iatridis
contends.

Mr. Iatridis also alleges that the Subpoenas were signed on March
2, 2011, and appear to have been served on the same day as the
notice was served on Colorado School of Mines, in contrary to the
requirement of Rule 45(b)(1) of the Colorado Rules of Civil
Procedure that notice be provided "before" the Subpoenas are
served.

By this motion, the Colorado School of Mines seeks a protective
order to stop discovery of settlement information from third
parties not discoverable under Rule 26 and within the scope of
Colorado School of Mines' mediation statute.

Mr. Iatridis argues that the settlement information sought by the
Subpoenas should not be disclosed because it is (i) irrelevant
and not discoverable under the Federal Rules, and (ii) protected
from disclosure by Colorado's mediation statute.

In support of its Motion, Colorado School of Mines filed with the
Court exhibits, which include letters from Total Gas & Power
North America, Inc. and Elf Aquitaine, Inc., and NL Industries,
Inc., objecting to the Subpoenas.

                  Plan Administrator Reacts

In connection with the contested matter between the Plan
Administrator and Colorado School of Mines, the Plan
Administrator served certain third party document subpoenas and
provided notice of same to Colorado School of Mines in February
2011, Dion W. Hayes, Esq., at McGuirewoods LLP, in Richmond,
Virginia, tells Judge Schmidt.

In response to Colorado School of Mines' vague request that the
Plan Administrator "exclude" from the scope of the Subpoenas
certain unspecified documents "used and/or created" in certain
mediation proceedings, counsel for the Plan Administrator
declined the request, but clearly stated that the Plan
Administrator "is not seeking through discovery to obtain
materials that Rule 26 or the Colorado statute [Col. Rev. Stat.
Section 13-22-307] prevents us from obtaining, if any," Mr. Hayes
says.

Colorado School of Mines took no action in response to that
communication, but instead made another request to "exclude
documents related to the settlement and/or mediation" in response
to a second set of Subpoenas served in March, Mr. Hayes contends.
He asserts that Colorado School of Mines was directed to the Plan
Administrator's prior response and asked to contact the Plan
Administrator's counsel "if you have any further questions
regarding this matter."

This time, Mr. Hayes says, without warning or consultation,
Colorado School of Mines filed the Motion but failed to offer any
explanation of what is meant by the undefined term "settlement
information" or provide any analysis of how the information is
"not discoverable" under the authority cited in the Motion.

The Plan Administrator tells the Court that he objects to the
Motion because Colorado School of Mines has failed to provide
particular and specific demonstrations of fact in support of its
relevance and confidentiality objections.  The Plan Administrator
also objects to the consideration of the Motion on an emergency
basis because Colorado School of Mines has failed to show any
emergency.

                         *     *     *

In an interim order, Judge Schmidt rules that:

  -- a hearing on the Motion will take place on April 28, 2011;

  -- the Plan Administrator voluntarily agrees not to enforce
     the Subpoenas during the period from March 28, 2011,
     through the Hearing solely with respect to settlement-
     related documents in full reservation of the Plan
     Administrator's right to contest the Motion at the Hearing.
     In all other respect, the Subpoenas remain in full force
     and effect; and

  -- within two business days after the entry of the Interim
     Order, the Plan Administrator will send a copy of the order
     to the parties, who received the Subpoenas or their
     counsel; and

  -- by April 11, 2011, the School of Mines will produce to the
     Plan Administrator a client-verified accounting showing all
     available information regarding all forms of consideration
     received from any third party on account of any alleged
     damages and expenses incurred by the School of Mines with
     respect to the Site, including the payors, the amount paid,
     the specific expenses to which the payments were applied
     and any portion of the Claim to which the payments have
     been applied.

Prior to the entry of the Interim Order, Mr. Hayes informed the
Court that the Plan Administrator's and the School of Mines'
counsel were unable to agree on a form of the Interim Order that
accurately reflects the Court's rulings at the March 28, 2011
hearing on the Motion.  In response, the Colorado School of Mines
asserted that the Plan Administrator's proposed Interim Order did
not reflect the results of the March 28 hearing, nor its
voluntary offer to produce certain limited information related to
costs.

              Plan Administrator Seeks Documents
                from Colorado School of Mines

In a separate filing, the Plan Administrator asks the Court to
compel the Colorado School of Mines to produce certain documents
that he has previously requested consisting of several categories
of responsive non-privileged documents associated with the
Colorado Claim.

In a separate filing, the Plan Administrator asks the Court to
compel the Colorado School of Mines to produce certain documents
that he has previously requested consisting of several categories
of responsive non-privileged documents associated with the
Colorado Claim.

The Plan Administrator served on October 8, 2010, the Colorado
School of Mines with the Discovery, which seeks all documents
relating to the Claim.  After reviewing Colorado School of Mines'
objections and conferring with it, counsel for the Plan
Administrator traveled to Golden, Colorado, to inspect documents
it held on February 9 through 10, 2011.  The Plan Administrator
notes that during and after the review, he specifically
identified and requested responsive non-privileged documents not
provided by Colorado School of Mines to date, but Colorado has
not produced those documents to date.  Similarly, the Plan
Administrator relates that his attempts to engage Colorado School
of Mines regarding electronic documents and privilege logs have
been unsuccessful.


At the present time, approximately six months after service of
the Discovery, there remain several significant deficiencies with
respect to Colorado School of Mines' responses to the Discovery,
Mr. Hayes contends.

Thus, the Plan Administrator asks Judge Schmidt to enter an
order:

  (a) requiring the Colorado School of Mines to produce the
      Documents;

  (b) allowing the Plan Administrator to perform electronic
      searches in accordance with the parameters that it
      associated with the Discovery, including a proposed time
      period, a list of proposed custodians and a list of
      proposed search terms; and

  (c) requiring the Colorado School of Mines to amend its
      Privilege Logs to include sufficient information to
      determine whether the documents listed therein are in fact
      privileged.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Victor Karl Objects to Summary Judgement Proceeding
---------------------------------------------------------------
Victor Karl informed the Bankruptcy Court that he received a
letter from Adam H. Garner, Esq., at McGuirewoods LLP, in
Baltimore, Maryland, on behalf of Reorganized ASARCO LLC and the
Plan Administrator.  The e-mailed letter contains a copy of the
Bankruptcy Court's scheduling order.

Mr. Karl says that he and ASARCO participated in a lengthy motion
for summary judgment proceeding leading up to the offer of
judgment that ASARCO offered him in 2005 with respect to his
claim for coverage in post-retirement group life insurance.  He
contends that it is unreasonable to subject him to another
summary judgment proceeding as set forth in the Scheduling Order.

"Yesterday marks the 9th anniversary of KARL filing a benefit
claim with ASARCO with respect to his Group Life Insurance
coverage.  Thus now in the 10th year of dilatory tactics, ASARCO
would add further delay to resolution of KARLs claims," Mr. Karl
argues in his March 16, 2011 letter.  "If that is not
DISCRIMINATORY ANIMUS, KARL does know the meaning of the term as
recently pronounced by the US Supreme Court in the Staub
decision," he says.

Mr. Karl asks the Bankruptcy Court to reconsider the Scheduling
Order in relation to his claims.  In the alternative, Mr. Karl
withdraws his Claim No. 2857 in its entirety, and seeks leave
from the Bankruptcy Court to pursue his claims in the New York
District Court, in which the claims were initiated and which has
accepted jurisdiction prior to the commencement of ASARCO's
bankruptcy cases.

In a separate filing, Mr. Karl says he also received discovery
requests from the Plan Administrator.  He opposes the Scheduling
Order and says he does not intend to comply with the discovery
requests.  He emphasizes that the interests of judicial economy
and efficiency would be served by his pursuit of his claims in
the New York District Court, wherein appropriate relief and
complete resolution of all causes of action and issues will
receive a full and fair review.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


BARNES BAY: Viceroy Anguilla Resort Unit Buyer Objects to Sale
--------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the Viceroy Anguilla Resort & Residences on the island of
Anguilla is facing opposition on its request before the U.S.
Bankruptcy Court in Delaware for approval of procedures for
selling the project.  The objection goes to the heart of whether a
U.S. court has power to sell property abroad free of liens and
claims and in violation of an order from the foreign court.  A
buyer named RJR Viceroy Ltd. recited in a bankruptcy court filing
how it's the beneficiary of a consent order entered in January
2010 by the High Court of Anguilla.  The order prohibits the
project owner from selling a specific unit until the prospective
buyer is repaid its $2 million deposit.  RJR cites case authority
for the proposition that a court in the U.S. has no power to
override a court order from another country where the subject
property is located.  RJR says the issue isn't merely a question
of priority of liens on property.  It has a valid court judgment
from Anguilla, the theory goes, that prohibits sale absent
repayment of the $2 million with interest.

According to a court filing, the owner of the resort collected
$49 million in deposits for the sale of 97 units.  Not held in
escrow, the deposits were used in operations.

                         About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd. owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla. Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011.  The Company disclosed that as of
Dec. 31, 2010, it had $531 million in assets and $462 million in
debt.

Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Richards Layton & Finger, P.A., is the Delaware
counsel.  Kurtzman Carson Consultants LLC is the Debtors' claims,
noticing, solicitation and balloting agent.

The Debtor's Chapter 11 plan is intended to facilitate the sale of
the Viceroy Anguilla Resort and Residences.


BARNES BAY: Taps Richards Layton as Delaware Counsel
----------------------------------------------------
Barnes Bay Development Ltd., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for authorization to employ Richards
Layton & Finger, P.A., as Delaware counsel, nunc pro tunc to the
petition date.

RL&F will, among others:

  i. prepare all necessary petitions, motions, applications,
     orders, reports and papers necessary to commence these
     chapter 11 cases;

ii. advise the Debtors of their rights, powers and duties as
     debtors and debtors in possession under chapter 11 of the
     Bankruptcy Code; and

iii. prepare on behalf of the Debtors all motions, applications,
     answers, orders, reports, and papers in connection with the
     Debtors estates.

The principal professionals and paraprofessionals designated to
represent the Debtors and their current standard hourly rates are
as follows:

     Paul N. Heath, Esq.           $550 per hour
     Chun I. Jang, Esq.            $365 per hour
     Travis A. McRoberts, Esq.     $280 per hour
     Janel Gates                   $200 per hour

RL&F received a retainer in the amount of $50,000 on March 16,
2011, from the Debtors as compensation for professional services
rendered and reimbursement for expenses incurred in connection
with the commencement of these chapter 11 cases.  The Debtors
propose that the remainder of the retainer paid to RL&F and not
expended for prepetition services and disbursements be treated as
an evergreen retainer to be held by RL&F as security throughout
these chapter 11 cases until RL&F's fees and expenses are awarded
by final order and payable to RL&F.

RL&F will work closely with Akin Gump Straus Hauer & Feld LLP, the
Debtors' proposed bankruptcy counsel, and Keithley Lake &
Associates, the Debtors' proposed special Anguillan counsel, to
ensure that there is no duplication of effort with respect to each
firm's respective duties.

To the best of the Debtors' knowledge, information, and belief,
RL&F does not hold or represent any interest adverse to the
Debtors or their estates.  The Debtors believe that RL&F is a
"disinterested person," as defined in section 101(14) of the
Bankruptcy Code.

                         About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd. owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.  Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011.  The Company disclosed that as of as
of Dec. 31, 2010, it had $531 million in assets and $462 million
in debt.

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

The Debtor's Chapter 11 plan is intended to facilitate the sale of
the Viceroy Anguilla Resort and Residences.


BARNES BAY: Proposes Akin Gump as Bankruptcy Counsel
----------------------------------------------------
Barnes Bay Development Ltd., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for authorization to employ Akin Gump
Strauss Hauer & Feld LLP, as counsel, nunc pro tunc to the
Petition Date.

Akin Gump will, among others:

  i. render legal advice regarding the powers and duties of
     debtors that continue to operate their business and manage
     their properties as debtors in possession;

ii. take all necessary action to protect and preserve the
     Debtors estates, including the prosecution of actions on the
     Debtors' behalf, the defense of any actions commenced against
     the Debtors, the negotiation of disputes in which the Debtors
     are involved, and the preparation of objections to claims
     filed against the Debtors estates; and

iii. prepare on behalf of the Debtors, as debtors in possession,
     all necessary motions, applications, answers, orders,
     reports, and other papers in connection with the
     administration of the Debtors' estates and appear on Debtors'
     behalf at all hearings regarding the Debtors' cases.

The current hourly rates charged by Akin Gump's professionals are:

     Partners                         $500-$1,200
     Special Counsel and Counsel      $410-$850
     Associates                       $280-$510
     Paraprofessionals                $125-$300

Akin Gump received retainers totaling $325,000 on March 8, 2011,
and March 16, 2011, of which $322,419.55 has been applied in
satisfaction of the pre-petition fees and expenses incurred by
Akin Gump from Jan. 14, 2011, through the Petition Date.  The
remaining balance of the retainer in the amount of $2,580.45 will
be applied to such postpetition allowances of compensation and
reimbursement of expenses, respectively, as may be granted by the
Court.

To the best of the Debtors' knowledge, Akin Gump does not hold or
represent any interest adverse to the Debtors or their estates,
and that the firm is a "disinterested person," as defined in
section 101(14) of the Bankruptcy Code.

The principal professionals and paraprofessionals designated to
represent the Debtors and their current standard hourly rates are
as follows:

   Paul N. Heath, Esq.           $550 per hour
   Chun I. Jang, Esq.            $365 per hour
   Travis A. McRoberts, Esq.     $280 per hour
   Janel Gates                   $200 per hour

                         About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd. owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.  Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011.  The Company disclosed that as of as
of Dec. 31, 2010, it had $531 million in assets and $462 million
in debt.

Richards Layton & Finger, P.A., is the Delaware counsel, and
Keithley Lake & Associates is the Debtors' special Anguillan
counsel.  Kurtzman Carson Consultants LLC is the Debtors' claims,
noticing, solicitation and balloting agent.

The Debtor's Chapter 11 plan is intended to facilitate the sale of
the Viceroy Anguilla Resort and Residences.


BARNES BAY: Taps Keithley Lake as Special Counsel in Anguila
------------------------------------------------------------
Barnes Bay Development Ltd., et al., asks the U.S. Bankruptcy
Court for the District of Delaware for authorization to employ
Keithley Lake & Associates as special counsel in Anguila,
effective as of the Petition Date.

Because the Debtors' primary asset is located in Anguilla, the
Debtors aver that the retention of Anguillan counsel is necessary
to effectively manage any sale issues arising under Anguillan law
and to assist with the sale of the Debtors' assets under both the
laws of Anguilla and in full compliance with the Bankruptcy Code.

The Debtors also seek authority to permit KLA to retain Anguilla
Credit Management Limited as auctioneer for the Debtors' assets
and Cushman & Wakefield Inc. as the appraiser for the Debtors'
assets located in Anguilla.

KLA professionals and paraprofessionals bill:

     Partners              $600

     Associates            $375

     Paraprofessionals     $150

ACML will charge for its services on a fixed fee basis in
accordance with its ordinary and customary fees in effect on the
date such services are rendered.  The fixed fee charged by ACML is
anticipated to be $100,000.

Cushman will charge for its services on a fixed fee basis in
accordance with its ordinary and customary fees in effect on the
date such services are rendered.  The fixed fee charged by Cushman
is anticipated to be $35,000.

As special counsel being retained by the Debtors pursuant to
Section 327(e), KLA is not subject to the disinterestedness
standard of Section 101(14).  Nevertheless, to the best of the
Debtors' knowledge, the Debtors submit that KLA is a
"disinterested person" as that term is defined in Sec. 101(14) of
the Bankruptcy Code.  The Debtors also submit that KLA does not
hold any interests adverse to the Debtors or their estates.

                         About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd. owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla. Barnes Bay and two affiliates filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-
10792) on March 17, 2011.  The Company disclosed that as of as of
Dec. 31, 2010, it had $531 million in assets and $462 million in
debt.

Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Richards Layton & Finger, P.A., is the Delaware
counsel.  Kurtzman Carson Consultants LLC is the Debtors' claims,
noticing, solicitation and balloting agent.

The Debtor's Chapter 11 plan is intended to facilitate the sale of
the Viceroy Anguilla Resort and Residences.


BELTWAY 8: Plan Offers Full Payment to Unsecureds After One Year
----------------------------------------------------------------
Beltway 8 Associates, LP, dba Watermarke Apartments, filed with
the U.S. Bankruptcy Court for the Middle District of Louisiana on
April 4, 2011, a disclosure statement explaining its Chapter 11
Plan of Reorganization.

The Plan contemplates payment of all allowed claims against the
Debtor based upon the cash flow created through the Debtor's
business operations.

With respect to FST Watermarke, LLC's Secured Claim, on the
Effective Date, all accrued unpaid interest calculated at the non-
default contractual rate of 4% per annum plus any amounts allowed
by the bankruptcy Court pursuant to 11 U.S.C. Sec. 506(b) will be
capitalized and added to the outstanding principal balance of
$21,250,000 due under the FST Watermarke Note.  The maturity of
the FST Watermarke Note will be extended to 60 months from the
Effective Date.  The Debtor will repay the New Principal Balance
in equal monthly installments of principal and interest calculated
based upon a 30-year amortization schedule with such payments to
commence 30 days after the occurrence of the Effective Date.  The
entire remaining New Principal Balance and any unpaid accrued
interest then due to the Class 2 Claim holder will be paid in full
by the Debtor on or before the New Maturity Date.

The Debtor believes that by allowing a 5-year extension of the
loan with FST, Watermarke Apartments will have time to completely
remove concessions (offered in prior years to maintain occupancies
due to an oversupply issue in the submarket) from the market and
achieve substantially higher rental rates.  During that time, the
property will have achieved a sufficient stabilized net operating
income that will be able to obtain adequate refinance proceeds to
pay off the Debtor's obligation to FST Watermarke.

The total estimate of the Allowed Class 3 General Unsecured Claims
is $2,200,736.  Except with respect to the General Unsecured Claim
held by 6444 Associates, L.L.C., each holder of an Allowed General
Unsecured Claim will receive a cash payment from the Debtor on the
Effective Date equal to 50% of its Allowed General Unsecured
Claim.  The remaining balance of each Allowed General Unsecured
Claim will then bear interest from the Effective Date until paid
at the rate of 4% per annum.  The remaining balance of principal
and accrued interest due to each such holder of an Allowed General
Unsecured Claim will then be due and payable by the Debtor as a
lump sum payment one year after the occurrence of the Effective
Date.

By voting in favor of confirmation of this Plan, the holder of the
General Unsecured Claim of 6444 Associates, L.L.C., will be deemed
to have consented to the following less favorable treatment of its
General Unsecured Claim as Allowed: the holder thereof will not
receive any payments by virtue of such claim until all
Unclassified Claims and all other Allowed General Unsecured Claims
have been paid in full and the Debtor is current on all payments
to FST Watermarke under Class 2.  If all of the aforesaid
conditions are satisfied, the Debtor will repay the holder thereof
in equal monthly installments of principal and interest accruing
from the Effective Date at a rate of 4% per annum calculated based
upon a 30-year amortization schedule.  The entire balance of
principal and accrued unpaid interest due to the holder of the
General Unsecured Claim of 6444 Associates, L.L.C., will balloon
and become due and payable 72 months after the occurrence of the
Effective Date.

Although the Holders of Equity Interests under Class 4 will retain
those interests after confirmation, no distributions may be made
to the Holders of such Equity Interests by virtue of same unless
the following conditions have been met: (a) all Unclassified
Claims have been paid in full; (b) all other Allowed General
Unsecured Claims other than the claim of 6444 Associates, L.L.C.
have been paid in full as provided by this Plan; and, (c) the
Debtor is current on all payments to the holder of the Class 2
Claim and the claim of 6444 Associates, L.L.C. as required by this
Plan.

A complete text of the Disclosure Statement is available for free
at http://bankrupt.com/misc/beltway8.DS.pdf

                        About Beltway 8

Baton Rouge, Louisiana-based Beltway 8 Associates, LP, dba
Watermarke Apartments, owns and operates Watermarke Apartments, a
280 unit residential apartment complex located on approximately
15.6 acres in Houston, Texas.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. La. Case No. 11-10001) on Jan. 3, 2011.

Patrick S. Garrity, Esq., and William E. Steffes, Esq., at
Steffes, Vingiello & McKenzie, LLC, in Baton Rouge, La., serve as
the Debtor's bankruptcy counsel.  Judge Douglas D. Dodd presides
over the Chapter 11 case.  The Debtor disclosed $25.3 million in
assets and $25.4 million in liabilities as of the Chapter 11
filing.


BERNARD L MADOFF: Trustee May Disclose Bank Officers' Identities
----------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
a bankruptcy judge in Manhattan ruled April 12 that the trustee
for Bernard L. Madoff Investment Securities Inc. can disclose
previously secret portions of complaints filed against financial
institutions.  In February, the New York Times and several
television outlets of NBC Universal LLC asked U.S. Bankruptcy
Judge Burton R. Lifland to unseal redacted portions of the Madoff
trustee's complaints.

According to Mr. Rochelle, Judge Lifland, in his ruling April 12,
evidently intends for the trustee to unseal almost all of the
complaints except information about JPMorgan Chase & Co.'s know-
your-customer rule and anti-money-laundering procedures.  Judge
Lifland is also allowing charities to keep the complaints secret.
Revealing their details could "seriously jeopardize the financial
viability" of the charities or their "ability to raise donations,"
he said.

The Bloomberg report notes that although his order is vague, Judge
Lifland apparently intends for the banks to disclose the names of
employees and executives named in the papers, even though it would
be "embarrassing or prejudicial" for the individuals to be
associated with the Madoff Ponzi scheme.

Citibank NA, UBS AG and Natixis wanted the judge to keep their
employees' identities secret.  Reliance International Research LLC
was apparently rebuffed in its effort to maintain secrecy about
"the identity of one of its owners."

Judge Lifland, Mr. Rochelle relates, said there is a "strong
presumption" that court filings are publicly available documents.
Court papers can remain secret only if they are "scandalous" or
"defamatory," and none were in the Madoff case, he said.

                      About Bernard L. Madoff

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

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

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

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

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

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


BION ENVIRONMENTAL: Has Project With Kreider to Cut Ammonia
-----------------------------------------------------------
Bion Environmental Technologies believes its partnership with
Kreider Farms in Lancaster County, Pennsylvania, is an example of
how agriculture will be a leader in helping solve the nation's
environmental challenges.  Bion made this announcement in response
to an April 6th petition, filed on behalf of several environmental
groups, urging the US EPA to issue a national ambient air quality
standard (NAAQS) for ammonia gas.

The Bion/Kreider Farms project will demonstrate that the choice is
not simply between "clean air, water and a healthy environment or
CAFO's."  This 1200 cow dairy project will demonstrate that
livestock agriculture, including CAFO's, can operate in a manner
that is consistent with clean air, water and a healthy
environment.  A CAFO, properly managed, can operate as a necessary
and productive element of our economy, generating safe
environmental impacts.

The Bion/Kreider project will show a significant (over 75%)
reduction of ammonia from the dairy's 1200 cows.  These nitrogen
reductions will be based upon measurements taken in accordance
with an approved verification plan.  They will result in verified
credits for nitrogen reductions to the Chesapeake Bay, due in
large part to the reductions of ammonia at Kreider Farms.  Bion's
mass balance measurements will include the nitrogen components
that exist in the livestock waste stream and are lost to the
environment PRIOR to application to cropland.  This is
substantially different than the present measurement approach that
only considers the nitrogen that is applied to the cropland.

Bion's facility will both define the extent of the total nitrogen
releases to the water run-off system, including ammonia, and
provide the technology to mitigate the releases at their livestock
source.

Bion's project at Kreider Farms, a voluntary effort on the part of
all the various stakeholder groups, demonstrates that a cost
effective solution to the environmental impacts associated with
livestock waste is possible.  This $7.8 million project was
financed by the Pennsylvania Infrastructure Investment Authority
after a thorough review process by the Pennsylvania Department of
Agriculture.  Bion has met with the US EPA and has had a
continuing dialogue with various environmental groups, such as
PennFuture, to provide a transparent understanding of the project
and its goals.  The project is a part of Pennsylvania's overall
response to the Chesapeake Bay mandate.

While the results of this partnership represent a victory for both
the farm and the environment, the real winner associated with the
project will be the Pennsylvania taxpayer.  Ed Schafer, Bion's
Director of Government Policy, points out that "Providing a low
cost alternative to the traditional rate payer-funded approach of
expanding nutrient removal capacity at water treatment plants can
save taxpayers millions of dollars in rate hikes."

Bion is convinced that environmental sustainability cannot be
achieved at the expense of economic sustainability.  The Kreider
Farms project demonstrates that livestock agriculture can provide
a cost effective solution to the excess nitrogen issue that
affects the nation's large water basins.

                      About Bion Environmental

Crestone, Colo.-based Bion Environmental Technologies, Inc.
(OTC BB: BNET) -- http://biontech.com/-- has provided
environmental treatment solutions to the agriculture and livestock
industry since 1990.  Bion's patented next-generation technology
provides a unique comprehensive treatment of livestock waste that
achieves substantial reductions in nitrogen and phosphorus,
ammonia, greenhouse and other gases, as well as pathogens,
hormones, herbicides and pesticides.

The Company's balance sheet at Dec. 31, 2010, showed $3.5 million
in total assets, $2.9 million in total liabilities, $2.5 million
in Series B Redeemable Convertible Preferred stock, and a
stockholders' deficit of $1.9 million.

As reported in the Troubled Company Reporter on September 27,
2010, GHP Horwath, P.C., in Denver, Colo., expressed substantial
doubt about Bion Environmental Technologies' ability to continue
as a going concern, following the Company's results for the fiscal
year ended June 30, 2010.  The independent auditors noted that the
Company has not generated revenue and has suffered recurring
losses from operations.


BLOCKBUSTER INC: Landlords Object to Proposed Sale Order
--------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
numerous Blockbuster Inc. landlords filed objections to the
proposed order formally approving the sale of the business to
Dish Network Corp.  Landlords contend that some language in the
proposed order either inadvertently or intentionally would prevent
them from enforcing rights under leases when locations are
transferred to Dish.  Mr. Rochelle relates that the bankruptcy
court will hold a hearing on April 14 to resolve disputes over the
order approving the auction where Englewood, Colorado-based Dish
made the highest offer with a gross bid of $320 million.

The Wall Street Journal's Kris Hudson said last week the possible
shuttering of many of Blockbuster's stores is yet more bad news
for retail landlords who have been battered for months by a weak
economy and anemic demand for space.  But looking on the bright
side: it could be worse.  The Journal said retail landlords
bracing for the closure of what could be hundreds of Blockbuster
stores expect to find tenants for many of the locations, which are
relatively small, well located and appealing to a wide range of
users.  Blockbusters range from 3,000 to 7,000 square feet.

"I don't hear a lot of crying about getting back Blockbuster
space," says John Johannson, senior vice president for
Minneapolis-based real-estate company Welsh Cos., which owns,
manages and brokers retail real estate, according to the Journal.
Welsh had two Blockbusters that closed in centers it owns, and
another two in centers where it oversees leasing.

Sue Chang, writing for Marketwatch, Dish expects to close its
acquisition of Blockbuster on April 25. Blockbuster creditors are
expected to receive about $227 million from the deal, according to
Dish.

Steven Russolillo, writing for Dow Jones Newswires, reports that
Dish's winning bid for Blockbuster could put it on a path to
compete with Netflix Inc., although significant hurdles remain.
Dow Jones relates Dish plans to utilize the assets to enhance
Dish's subscription offerings, leading some observers to predict
it will start streaming video and shipping DVDs.

                      About Blockbuster Inc.

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

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

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

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

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

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

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

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

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

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

The auction was held earlier this month and Dish Network Corp. won
with an offer having a gross value of $320 million.  Dish said it
expects to pay $228 million cash after adjustments for
Blockbuster's cash and inventory.


BORDERS GROUP: U.S. Trustee Opposes $8-Mil. in Bonuses for Execs.
-----------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, objects to
Borders Group's request to pay over $8 million in bonuses to their
executives and other deemed key employees.  The U.S. Trustee says
the move is premature.

Despite the characterization of the bonus payments as providing
necessary incentives to insiders, there is no information that
explains what extra services the insiders would perform beyond
their ordinary job duties or a detailed description of the nexus
between the supposed incentives and the payment trigger, Susan D.
Golden, Esq., trial attorney, in New York, argues.

"Given the timing of the Incentive Motion and its expedited
hearing, it is apparent that the Key Employee Incentive Plan is
really a disguised retention plan for insiders, which also
provides for discriminatory bonuses for non-insiders," the U.S.
Trustee alleges.

Ms. Golden contends that the Incentive Motion provides no
financial information metrics nor are the bonuses tied to the
number of stores that will continue to operate under a plan of
reorganization.  Moreover, she adds, it is still unclear at this
stage whether there will be any distribution to unsecured
creditors.

With respect to the proposed bonuses under the Key Employee
Retention Plan, the Debtors have failed to demonstrate that the
individuals that fall under the KERP are not insiders, the U.S.
Trustee continues.  The Debtors' failure to provide specific
information regarding the names, job descriptions and reporting
relationships of each person they propose to pay under the KERP
renders the U.S. Trustee and other creditors unable to make a
reasonable determination as to whether the characterization of
non-insider status to each individual is appropriate, Ms. Golden
says.

The U.S. Trustee also objects to the Incentive Motion because the
Debtors have failed to meet their evidentiary burden of proof to
show that the proposed bonus payments comply with Section 503(c)
of the Bankruptcy Code.

                          *     *    *

Borders spokesperson Mary Davis told The Wall Street Journal,
"The proposed programs were designed to retain key executives at
Borders as we proceed through the Chapter 11 reorganization
process, and we are actively working to address the questions
that have been raised."

The Court will consider the Incentive Motion on April 14, 2011.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Reaches Deal with Committee on Sutherland Contract
-----------------------------------------------------------------
Borders Group, Sutherland Global Services, Inc., and the Official
Committee of Unsecured Creditors jointly sought and obtained
entry of a stipulated order resolving the Debtors' Motion to
Approve Sutherland Contact Agreements.

As reported in the March 17, 2011 edition of the Troubled Company
Reporter, Borders Group Inc. and its units sought the Bankruptcy
Court's permission to:

  (i) enter into a statement of work agreement and master
      services agreement with Sutherland Global Services, Inc.;
      and

(ii) pay a $781,250 prepetition claim owed to Sutherland.

The Committee, however, raised certain issues with the Debtors and
Sutherland concerning the relief sought in the Debtors' Motion.

Accordingly, the parties agreed that:

  (1) Pursuant to Section 363(b) of the Bankruptcy Code, the
      Debtors are authorized to enter into a Master Service
      Agreement with Sutherland as set forth in the Debtors'
      Motion;

  (2) The Debtors will pay Sutherland $420,774 on account of
      Sutherland's prepetition unsecured claim;

  (3) The remainder of Sutherland's prepetition claim, the sum
      of $360,476, is deemed an allowed general unsecured
      claim in the Debtors' bankruptcy cases and Sutherland is
      not required to file a proof of claim on behalf of that
      allowed claim.  If any prepetition contracts between
      Sutherland and the Debtors relating to Sutherland's
      prepetition claim are assumed by the Debtors, then that
      prepetition claim will be treated in accordance with
      Section 365 of the Bankruptcy Code;

  (4) Sutherland acknowledges that it has no other prepetition
      claims against the Debtors and their estates and that it
      will not file or assert other prepetition claims in
      the Debtors' bankruptcy cases; and

  (5) The Debtors and their estates waive any claims that may be
      asserted against Sutherland to recover any alleged
      preferential transfer pursuant to Section 547(b) of the
      Bankruptcy Code or other applicable law.

In July 2010, Borders Group, Inc. entered into a Letter of Intent
with Sutherland Global Services, Inc. and Sutherland Global
Services Philippines, Inc., whereby Sutherland was obligated to
initiate and incorporate Borders' customer service calls into
Sutherland's outsourced contact center in the Philippines.

Pursuant to the LOI, Sutherland established a "Level One,"
English-speaking customer call contact center that provided
support for Borders' rewards and loyalty programs, Borders.com
inquiries and other customer service related inquiries.
Sutherland also provided other support, including technological
assistance, cataloguing and retaining customer emails and other
Web site correspondences.

The LOI expressly provided that it did not constitute a complete
and final agreement; instead, the LOI would serve as a bridge
agreement while the parties negotiated a more comprehensive
master services agreement.

The LOI was supposed to terminate by September 7, 2010, unless
the parties were able to enter into a master services agreement
or enter into a further extension.  In September 2010, the
Debtors and Sutherland agreed to extend the LOI Termination Date
through, and including, October 22, 2010.

The parties then continued to negotiate the terms of a master
services agreement, but did not enter into another extension.
Nonetheless, since the Petition Date, the parties have continued
to operate in accordance with the LOI and the Debtors have been
pre-paying for Sutherland's services.

                 Services & Operating Agreements

The Debtors and Sutherland have now agreed in principle on the
forms of a Master Services Agreement and a Statement of Work
Agreement or SOW, which the parties will execute upon obtaining
Court permission.

The MSA is an umbrella agreement that provides the formal
contractual terms to govern the Debtors' and Sutherland's
relationship under the SOW.  In addition to more formally
outlining the services and the compensation structure, the MSA
outlines the parties' rights and remedies, including termination
rights and notice requirements.

The SOW is an operating agreement that governs Sutherland's
operation of the Philippines Contact Center.  Under the SOW,
Sutherland is obligated to provide certain services, including:
(i) fielding incoming phone and email customer service inquiries;
(ii) managing the toll-free number; (iii) managing customer care
resolution, including check and refund requests; (iv) processing
Web site and phone gift card purchases; (v) fulfilling
Borders.com invoices; and (vi) handling damaged and unsettled
goods.  The SOW will expire on October 17, 2013.

Full-text copies of the forms of the MSA and SOW are available
for free at:

     http://bankrupt.com/misc/Borders_SutherlandMSA.pdf
     http://bankrupt.com/misc/Borders_SutherlandSOW.pdf

As of the Petition Date, the Debtors owe Sutherland $781,250 for
services rendered in connection with operating the Philippines
Contact Center.  The Sutherland Claim is comprised of:

  -- $685,444 for customer service related production charges,
  -- $68,205 for electronic and eReader related charges,
  -- $12,375 for training and development related charges, and
  -- $15,225 for reimbursement of expenses for services rendered
     from December 2010 through January 2011.

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York -- AGlenn@kasowitz.com -- tells the Court that
Sutherland has indicated that it will not enter into any of the
Contact Agreements unless and until the Sutherland Claim is paid
in full.  Sutherland has also stated its intention to terminate
all services if the Debtors do not pay the Sutherland Claim.

Mr. Glenn asserts that providing and maintaining the Philippines
Contact Center is an integral component to maintain the Debtors'
operations.  The Debtors rely heavily on Sutherland to provide
this service, he stresses.

Finding a replacement for Sutherland could take many months, Mr.
Glenn emphasizes.  Any interruption in obtaining the services
provided at the Philippines Contact Center, he insists, would:
(i) damage the Debtors' business reputation; (ii) undermine the
Debtors' ability to provide a phone or web vehicle for customer
complaints and questions, which is necessary to retain customer
and store loyalty; and (iii) adversely and irreparably affect the
Debtors' restructuring efforts.

Against this backdrop, the Debtors ask to Court to grant critical
vendor status on Sutherland.

The Debtors further ask the Court that any order approving their
motion with respect to Sutherland be made effective immediately
by waiving the 14-day stay under Rule 6004(h) of the Federal
Rules of Bankruptcy Procedure.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Wins Approval to Modify Trade Terms With Vendors
---------------------------------------------------------------
In the ordinary course of business, Borders Group acquire goods
based on trade credit terms that were negotiated on a vendor-by-
vendor basis.  The Debtors had the right to return books and
magazines at the invoiced cost as a credit towards future
invoices from the applicable vendor.

As the Debtors' financial difficulties were publicized, many
vendors refused to provide any trade credit or accept returns.
Instead, vendors began demanding cash in advance or cash on
delivery terms for deliveries to the Debtors.  Many publishers
refused to ship the Debtors merchandise under any terms, causing
the Debtors to seek inventory replenishment using alternative
channels.

Before the Petition Date, the Debtors returned approximately 31%
of their merchandise annually for Return Credit.

The Debtors now seek to reduce the amount of goods returned to
vendors to better manage their inventory, Andrew K. Glenn, Esq.,
at Kasowitz, Benson, Torres & Friedman LLP, in New York, tells
the Court.  The Debtors also want to return to an ordinary course
business relationship with their vendors, which would include
returning merchandise, he reveals.

To make vendors comfortable with their individual credit
decisions, the Debtors have discussed the imposition of caps on
merchandise to be returned during these Chapter 11 cases,
according to Mr. Glenn.  The Debtors, he notes, have also
discussed returning goods acquired prepetition for postpetition
credit for the purchase of new inventory at a value equal to or
greater than the cost value of the returned inventory.  These
transactions will be referred to as the Postpetition Credit
Returns.

Accordingly, the Debtors sought and obtained the Court's
permission to modify the trade terms and return prepetition
merchandise to vendors for postpetition credit.

In an abundance of caution, and at the request of certain vendors
that are requiring the Court's approval as a condition to
providing new trade terms to the Debtors and allowing the Debtors
to assume ordinary course merchandise returns, the Debtors seek
confirmation from the Court that they are authorized to enter
into vendor agreements that may require caps on returned goods --
Return Limits.

The Debtors also sought confirmation from the Court that the
Postpetition Credit Returns will not violate Section 546(h) of
the Bankruptcy Code.

Mr. Glenn contends that Section 546(h) does not apply in the
current case because the Debtors will not "offset the purchase
price of such goods against any claim of the creditor against the
debtor that arose before the commencement of the case."

Nevertheless, to the extent Section 546(h) does apply, the
Debtors seek Court approval to utilize Postpetition Credit
Returns to the extent goods delivered prepetition are returned
for credit solely against future invoices for new inventory at
equal or greater cost value.

Essentially, the Postpetition Credit Returns are in the best
interests of the Debtors' estates because they afford the Debtors
the flexibility to return prepetition goods on the same basis as
postpetition goods, Mr. Glenn asserts.  Given that it may be
difficult to differentiate goods based on their date of
acquisition, the Postpetition Credit Returns will not afford
preferential treatment to any creditors, he assures the Court.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Borders Properties' Schedules and Statement
----------------------------------------------------------

                      Borders Properties Inc.
                Schedules of Assets and Liabilities

A.   Real Property                                            -

B.2  Bank Accounts
     PNC Bank - Payroll Controlled Disbursement Account     $0
     PNC Bank - Account Opened for Tax Purposes              0

B.13 Stock and interests                           Undetermined
     See http://bankrupt.com/misc/BPISchedB13StockInterests.pdf

B.16 Accounts receivable
     Intercompany receivable
      Borders, Inc.                                447,250,959
      Borders International Services, Inc.             681,854
      Borders Direct, LLC                              466,672
      Borders/JGA JV LLC                                82,704
      Borders Group, Inc.                          (50,460,159)

B.18 Other liquidated debts
     Tax receivable - NC - fiscal year end 2009             35

B.22 Patents, copyrights, and
    other intellectual property                   Undetermined
     See http://bankrupt.com/misc/BPISchedB22Patents.pdf

B.23 Licenses, franchises                          Undetermined
     See http://bankrupt.com/misc/BPISchedB23Licenses.pdf

   TOTAL SCHEDULED ASSETS                         $398,022,066
   ===========================================================

D. Creditors Holding Secured Claims
  Secured Debt
   Bank of America, N.A.                          $196,469,250
   GA Capital, LLC                                  48,919,244

   TOTAL SCHEDULED LIABILITIES                    $245,388,494
   ===========================================================

                 Statement of Financial Affairs

Borders Properties, Inc. disclosed that it made payments,
totaling $556,548,070, to creditors within 90 days immediately
preceding the Petition Date, a schedule of which is available for
free at http://bankrupt.com/misc/BPI_SofA3b.pdf

Borders Senior Vice President of Restructuring Holly Etlin
disclosed that Borders Properties also made payments, totaling
$48,423,388, to insiders within one year immediately before the
Petition Date, a schedule of which is available for free at:

          http://bankrupt.com/misc/BPI_SofA3c.pdf

Borders Properties also made payments related to debt counseling
or bankruptcy, totaling $9,673,650, within one year immediately
preceding the Petition Date, a schedule of which is available for
free at http://bankrupt.com/misc/BPI_SofA9.pdf

These officers kept the Debtor's books and records within two
years immediately preceding the Petition Date:

Name                        Title
----                        -----
Glen Tomaszewski            Vice President
Scott D. Henry              Chief Financial Officer
Mark R. Bierley             Former Chief Financial Officer

Messrs. Tomaszewski and Henry were in possession of the books and
records of the Debtor at the time of the commencement of its
Chapter 11 case.

Ernst & Young LLP audited the books and records of the Debtor
within two years immediately preceding the Petition Date.

The Debtor's current officers and stockholders who directly or
indirectly own or hold 5% or more of the voting or equity
securities of the Debtor are:

                                   Nature of       % of
                                    Stock         Stock
Name/Title                       Ownership     Ownership
----------                    ---------------  ---------
Borders, Inc.                 Legal Ownership     100%
                               Of Wholly Owned
                                    Subsidiary

Jason D. Cline                         N/A          N/A
Vice President

Michael J. Edwards                     N/A          N/A
President and CEO

Scott D. Henry                         N/A          N/A
Executive Vice President, Chief
Financial Officer, & Treasurer

Edward J. Jackson                      N/A          N/A
Vice President, Assistant Treasurer
& Assistant Secretary

Glen Tomaszewski                       N/A          N/A
Vice President

The Debtor's former officers are:

Name                        Title
----                        -----
Kathryn M. Popoff           Vice President

David S. Laverty            Vice President

Mark R. Bierley             Executive Vice President, Chief
                             Financial Officer, & Treasurer

Thomas Carney               Executive Vice President &
                             Secretary

                        About Borders Group

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

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

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

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

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

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

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

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


BRSP LLC: S&P Assigns 'BB-' Rating on $282MM Sr. Secured Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
BRSP LLC's $282 million senior secured term loan due July 2014.
The recovery rating is "1", indicating very high (90% to 100%)
recovery of principal in the event of a default.  The outlook is
stable.  A preliminary 'BB-' rating was assigned to the loan in
October 2010 and this is a delayed notification of the finalized
rating following a document review.

Fixed lease payments from Calpine Corp. provide for debt service
payments on the term loan.  Given that Calpine is also the owner
and lessor of the assets and there is no ring-fencing structure,
the default risk is the same as that of Calpine; thus, the rating
on the debt reflects recovery prospects as well.


BRUGNARA PROPERTIES: Disclosure Statement Hearing Set for May 12
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
continued the hearing until May 12, 2011, at 1:30 p.m., to
consider the adequacy of the first amended disclosure statement
explaining the first amended Chapter 11 plan of reorganization of
Brugnara Properties VI.

Under the Plan, funding of the payments to Class 1 Secured Claim
of Wachovia will come from funds Debtor will need to raise from
its principal.  The Debtor anticipates that the payment to Class 2
Secured Claim of Jorei Enterprises LLC, which is not due for four
years, will come via a refinance or sale of the Real Property.
Payments to all General Unsecured Claims will come from an
infusion of capital from Debtor's principal.

The disbursing agent will distribute funds on account of the
allowed claims pursuant to the terms of the Plan.  The disbursing
agent will also be responsible for reserving amounts for payment
of any disputed claims until such time that the disputed claims
are either disallowed or become allowed claims.

The allowed Class 1 claim will have two treatment options from
which to select.  Under Option A, the claim will be deemed a
$5,000,000 claim as of the Confirmation.  The claim will accrue
interest at 4% per annum.  Payments will be interest only, and the
debt shall be due in full 10 years from the Confirmation.  Under
Option B, the claim will be allowed in its full amount owed,
$6,140,000 and will accrue interest at 3% interest only, due in 10
years.  Under Options A and B, the loan will be deemed reinstated
upon Confirmation.  If the Class 1 claim does not select an
option, it will be deemed to have selected Option A.

The allowed Class 2 claim will be treated pursuant to the terms of
the settlement agreement between Debtor and Jorei.  Pursuant to
that agreement the claim shall be due in four years and will not
accrue interest, except as provided in the settlement agreement.

The Class 3 claims will receive a pro rata share of $1,000 to be
distributed three months from the effective date of the Plan.

The Class 4 interest holders will not receive any distributions
under the Plan.

A full-text copy of the Disclosure Statement, as amended, is
available for free at http://ResearchArchives.com/t/s?759d

                   About Brugnara Properties VI

San Francisco, California-based Brugnara Properties VI owns a real
property located at 224 Sea Cliff Avenue, San Francisco,
California.  The Company filed for Chapter 11 protection (Bankr.
N.D. Calif. Case No. 10-33637) on Sept. 17, 2010.  The Company
disclosed $17,800,000 in assets and $11,667,750 in liabilities as
of the Chapter 11 filing.


BRYAN/MOORE DEV'T: Court Dismisses Chapter 11 Bankruptcy Case
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona dismissed
the Chapter 11 bankruptcy case of Bryan/Moore Development LLC.

According to the Debtor, dismissal of the case is in the best
interest of creditors as creditors will be paid immediately upon
dismissal of the case, and dismissal will avoid further
administrative expenses to the estate.

The Debtor reminds the Court that in February, it sold its
property, which sale permitted the Debtor to pay its largest
secured creditor, Bank of America, in full.

The Debtor said it now holds in the debtor in possession bank
account in excess of $800,000 from which to satisfy additional
creditor claims.  The Debtor's schedules indicate that the total
amount of non-insider unsecured debt is less than $65,000.  The
Debtor also owes approximately $45,000 in attorney's fees and
costs incurred postpetition.  The Debtor says that upon dismissal
of the case, it would promptly pay each of its debts, and,
therefore, there is no need to remain in this chapter 11
proceeding and continue to incur administrative expenses.

                   About Bryan/Moore Development

Mesa, Arizona-based Bryan/Moore Development, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-
09233) on March 31, 2010.  McGuire Gardner P.L.L.C. represents the
Debtor in the Chapter 11 case.  The Company scheduled $15,525,000
in assets and $13,166,621 in liabilities as of the Chapter 11
filing.


CALUMET SPECIALTY: S&P Puts 'B' Rating on Proposed $375MM Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issue
rating (same as the corporate credit rating) to Calumet Specialty
Products Partners L.P.'s proposed $375 million senior unsecured
notes due 2019.  "The recovery rating on the notes is '3',
indicating our expectation for meaningful recovery (50% to 70%)
in the event of a payment default," S&P related.

Calumet plans to use the proceeds from the notes to repay all
outstanding borrowings under subsidiary Calumet Lubricants Co.,
L.P.'s senior secured term loan facility due 2015.  As of Dec. 31,
2010, about $367 million was outstanding.

The ratings on Indianapolis-based Calumet Specialty Products
Partners L.P. reflect the improved near-term outlook for the
highly volatile refining and marketing industry, elevated debt
leverage, small scale of operations, and limited discretionary
cash flows given its master limited partnership (MLP) structure.
The ratings also reflect expectations for continued favorable
margins on specialty products, improving liquidity, and modest
near-term capital spending needs.

"The outlook on Calumet is stable.  We expect Calumet to maintain
adequate liquidity despite weak fuel margins, and that capital
spending and distributions should remain largely within operating
cash flows.  We could lower ratings if liquidity falls below
$65 million, or adjusted debt leverage exceeds 4.5x for a
prolonged period.  At this time, we do not anticipate any positive
rating actions on the company given its limited scale of
operations, and remaining concern about industry-wide operating
margins beyond 2011," S&P noted.

Ratings List

Calumet Specialty Products Partners LP
Corporate credit rating           B/Stable/--

Calumet Specialty Products Partners LP
Calumet Finance Corp.
New Rating
$375 mil senior notes due 2019       B
  Recovery rating                     3


CASCADE ACCEPTANCE: Court Denies Farella's $66T Bill
----------------------------------------------------
Farella Braun Martel LLP was counsel to the Creditors' Committee
when Cascade Acceptance Corporation's case was in Chapter 11, and
was awarded over $400,000 in compensation for its services during
that time.  Farella Braun has filed an application for an
additional $54,049 for services and $2,077 for costs for the
period from July 13, 2010 -- following the July 12, 2010
conversion of the Debtor's case to Chapter 7 -- through Jan. 31,
2011.  The application seeks compensation for "services performed
for the Committee in light of the Conversion Motion, and other
post-Conversion Date work for the Committee, as well as
preparation of the Chapter 11 Fee Application, and (successfully)
responding to objections thereto by certain Insiders."  One
creditor has filed an objection.  In an April 4, 2011 Memorandum,
Bankruptcy Judge Alan Jaroslovsky denied the application.  A copy
of his ruling is available at http://is.gd/Axitlrfrom Leagle.com.

                     About Cascade Acceptance

Mill Valley, California-based Cascade Acceptance Corporation filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No.
09-13960) on Nov. 23, 2009.  Douglas B. Provencher, Esq., at Law
Offices of Provencher and Flatt, assisted the Company in its
restructuring effort.  The Company estimated $50 million to
$100 million in assets and debts.  In July 2010, Judge Jaroslovsky
converted the Chapter 11 case to one under the Chapter 7 of the
Bankruptcy Code.


CATHOLIC CHURCH: Jesuits Settle Abuse Claims for $166 Million
-------------------------------------------------------------
A $166 million settlement was reached in the bankruptcy case of
The Society of Jesus, Oregon Province, or the Jesuits, to resolve
the claims of hundreds of victims of clergy sexual abuse.

Pfau Cochran Vertetis Amala PLLC, in Seattle, Washington, posted
on its Web site at http://www.pcvalaw.com/a statement regarding
the settlement.  The firm represents more than a hundred of the
claimants.

                       PCVA's Statement

The Society of Jesus, Oregon Province (commonly referred to as
"the Jesuits"), has agreed to pay $166 million to settle the
claims of hundreds of victims of clergy sexual abuse.  The claims
span a 30-year period, from the 1950s to the 1980s, and include
victims across a five-state region, including Washington, Oregon,
Idaho, Montana and Alaska.  Most victims still live in the region.

The settlement of more than 500 individual claims, the result of
over a year of negotiations, is believed to be the single-
largest, clergy sex-abuse bankruptcy settlement in the United
States.  It is also the first bankruptcy among the ten Jesuit
provinces nationwide.  While a number of Catholic Dioceses have
filed for bankruptcy, including the Spokane Diocese, the Jesuits
are the first religious order to seek bankruptcy protection.  The
Oregon Province covers Washington, Idaho, Montana, Oregon, and
Alaska.

Seattle sexual abuse attorney Michael Pfau, Esq., who represents
150 of the victims and played a role in brokering the settlement,
said the money for victims, while significant, is secondary in
importance to exposing wrongs and forcing change.  "It took
courage for the men and women we represent to come forward, tell
their story and challenge such a powerful institution," Mr. Pfau
said.  "Some of our clients were battling the Jesuits and their
denials in court for years before the bankruptcy."

Although Mr. Pfau has represented hundreds of victims of clergy
sexual abuse, he believes the bankruptcy will shed further
light on what he perceives as a problem of institutional neglect.
"The staggering number of victims who have come forward in the
bankruptcy process underscores the extent of the widespread
problems within the Jesuit order in the Pacific Northwest.   Our
clients and their communities deserve answers and deserve closure,
and this settlement is a big step toward accomplishing those
goals."

A steering committee of seven victims and their attorneys began
negotiating with the Jesuits and its main insurer several months
ago.  The same committee will recommend to all claimants that the
offer be accepted.

Under the terms of the proposed settlement agreement,
approximately 70 percent of the payout will come from insurance
assets.  The remaining 30 percent will be paid directly by the
Oregon Province.

While the payment plans are still being worked-out, the tentative
agreement proposes that all claimants, including those who are not
presently represented by an attorney, will be allowed to choose
between two payment allocation plans.  It also proposes that
claimants have the option to share their personal stories with a
claims reviewer who will be selected by representatives from the
steering committee.  For many, this will be an opportunity to talk
about what happened to them and how it affected their lives.

According to Mr. Pfau, this process is similar to what he and
other attorneys negotiated after the Spokane Diocese declared
bankruptcy, and it is aimed at accomplishing similar goals.
"While all of our clients came forward because they want to hold
the Jesuit leadership accountable for decades of bad decisions, an
important part of the healing process is allowing them to take
ownership of what happened and share their story.  This process
should provide our clients with a means to do so."

Filed in February 2009, the case revealed a shocking number of
abuse victims on Native American reservations in Washington,
Idaho, and Montana, where the Jesuits ran boarding schools until
the mid-1970s.  Dozens of victims also came forward from remote
villages in Alaska, including many who were orphans or were placed
under the care of the Jesuits because their parents were too poor
to take care of them.

"The victims represent some of the poorest and most vulnerable
children in the Pacific Northwest," Mr. Pfau said.  "We have long
suspected the Jesuits used remote villages in Alaska and small
towns near reservations in the Pacific Northwest as a place to
send its abusive and problem priests, including known pedophiles.
The evidence and personal stories that have emerged from this
bankruptcy process show the Native American children paid the
heavy price for that reckless disregard of children and others."

The sheer number of victims suggests the problem was endemic
throughout the five-state region.  More than 500 men and women
came forward and documented the sexual abuse they allegedly
suffered.  While dozens of Jesuit priests and authority figures
are implicated in the scandal, accusations against some priests
were staggering.  For example, more than sixty-six individual
claims were filed over allegations of sexual abuse by Father
Morse, a Jesuit priest who served at St Mary's Mission near Omak
Washington.

Other Jesuit abusers sought refuge at college campuses.   For
example, a number of boys have accused the late Reverend John
Leary, a former president of Gonzaga University in Spokane,
Washington, of sexually abusing them during his tenure at the
school.

Meanwhile, other claimants alleged that after he was accused of
molesting a young boy in Spokane, Jesuit officials secretly
moved a popular and charismatic priest, Reverend Michael T.
Toulouse, to Seattle University.  While at that school, Mr. Pfau's
clients allege that Toulouse sexually abused the boys in his car,
on trips and at various parishes throughout the Seattle area.  In
2005, Mr. Pfau successfully convinced Jesuit officials at the
school to discontinue an honorary Toulouse memorial lecture series
after he confronted them with new allegations of sexual abuse by
the priest.

Although the bankruptcy court has lifted a confidentiality order
on the tentative settlement, it will likely take several months
before the Jesuits begin to compensate victims.  The settlement
must first be approved by a sufficient majority of individual
claimants, and then by the bankruptcy court.  According to Mr.
Pfau, the settlement agreement also contemplates compensation for
victims who have not yet come forward.  While every case is
different, it is often difficult for victims of childhood sexual
abuse to come forward because it means they must confront a part
of their life that they have been trying to put behind them.

The settlement agreement will resolve claims against the Oregon
Province, but it does not end claims against other Jesuit
institutions that chose not to participate in the settlement
negotiations.  For example, Jesuit colleges Gonzaga University and
Seattle University refused to participate because they claimed
their assets were separate from the Oregon Province, even though
both schools are operated by the Jesuits.

After the settlement, both colleges will still face claims and
lawsuits, including a trial involving eight boys molested by
Father Michael Toulouse.  That trial was continued when the
Jesuits filed for bankruptcy protection, but Mr. Pfau, who
represents eight of the boys, believes it will now likely be
rescheduled for trial in 2012.

For more information, contact Michael T. Pfau at (206) 462- 4335
(work), 206-794-2882 (cell), or michael@pcvalaw.com.  Or
visit http://www.pcvalaw.com/jesuitbankruptcy.

               Society of Jesus, Oregon Province
                Top 10 Worst Alleged Offenders
            and Number of Claims Filed Against Each
       (of 141 alleged abusers and 500+ claims of abuse)

Name and Location                         Number of Claims
of Alleged Abuse                          Filed Against Each
----------------                          ------------------
Deacon Joseph Lundowski (Alaska)                  69
Fr. John J. Morse (Washington)                    66
Unidentified Priests, Nuns and Workers            55
Fr. A. J. "Freddy" Ferretti (Idaho)               34
Br. Charlie aka Rene Gallant (Montana)            28
Fr. George Endal (Alaska)                         25
Mother Loyola (St. Ignatius Mission
  Boarding School, Montana)                        24
Fr. Anton Smario (Alaska)                         20
Fr. Bernard A. Harris (Montana)                   20
Fr. Jules Convert (Alaska)                        19

            Bankruptcies by Roman Catholic Institutions
                        Due to Abuse Claims

At least eighth Roman Catholic diocese in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

The last to file for bankruptcy was The Catholic Archdiocese of
Milwaukee, in Wisconsin, which filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Wisc. Case No. 11-20059) on Jan. 4, 2011,
to address claims over sexual abuse by priests on minors.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Wilmington Diocese to Lay Off Employees
--------------------------------------------------------
Bishop W. Francis Malooly of the Catholic Diocese of Wilmington,
Inc., reveals in a memorandum for Diocesan employees that an
Amended Plan of Reorganization may be presented on April 15, 2011,
for consideration by the U.S. Bankruptcy Court for the District of
Delaware.

Bishop Malooly says that attorneys for the Official Committee of
Unsecured Creditors have recently returned redraft of the Amended
Plan with their requests and comments for changes, and the
Diocese's counsel are currently doing another redraft with those
changes.

In his memorandum dated April 4, 2011, Bishop Malooly explains
that because of its settlement with abuse claimants, which
requires the Diocese to contribute $77.425 million to a Settlement
Trust, the Diocese's capacity to continue to operate Diocesan
ministries at current levels is significantly reduced.  He
emphasizes that cuts must be made in the fiscal year 2012 budget,
which in turn require the Diocese to reduce staff based on a set
of priorities.

Every ministry or office was required to reduce budgets; most
budgets of offices and agencies were reduced 25% or more over the
current year's expected expenditures, Bishop Malooly says.  "This
unfortunately will cause us to initiate a series of lay-offs, a
most unfortunate circumstance," he adds.

"The ending of people's jobs with the Diocese is a difficult
decision, and one made only with the greatest reluctance.  I
express my regret to those who will be let go effective July 1 of
this year," Bishop Malooly says in the memorandum.  "I have asked
our Human Resources Office to assist those having to leave us to
help them in preparing resumes and to offer advice and counsel in
their search for new employment," he continues.

Robert Krebs, spokesman for the Diocese, says that the memorandum
had not yet been circulated to all employees, and the Diocese
would not be making any statement on the cutbacks until "after we
get a chance to talk to everyone," The News Journal reports.  He
notes that the reductions would not affect parishes or Catholic
schools.  He explains that the Diocese remains committed to
protecting its educational, charitable and spiritual activities,
as Bishop Malooly said in February.

"And most of that happens on the parish level," Mr. Krebs said,
adding the cutbacks are all focused on the diocesan level.

A full-text copy of the memorandum is available for free at:

      http://bankrupt.com/misc/Church_W_Memo_04042011.pdf

             Solicitation Exclusivity Ends June 20

Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended the Catholic Diocese of Wilmington,
Inc.'s exclusive periods to:

(a) file a Chapter 11 plan of reorganization through and
     including the final statutory deadline of April 19, 2011;
     and

(b) solicit acceptances of that plan through and including
     the final statutory deadline of June 20, 2011.


                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D.
Del. Case No. 09-13560).  Attorneys at Young Conaway Stargatt
& Taylor, LLP, serve as counsel to the Diocese.  The Ramaekers
Group, LLC, is the financial advisor.  The petition says assets
range $50 million to $100 million while debts are between
$100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Milw. Proposes to Modify Cemetery Staff CBA
------------------------------------------------------------
The Archdiocese of Milwaukee and the Cemetery Employees, Local
113, Laborers International Union of America, AFL-CIO, jointly ask
the United States Bankruptcy Court for the Eastern District of
Wisconsin to approve certain modifications to their collective
bargaining agreement.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, tells Judge Kelley that the request marks
the culmination of consensual collective bargaining negotiations
that began prior to the commencement of the bankruptcy case, and
reflects the longstanding positive relationship between the
Archdiocese and the Cemetery Union Employees.

The Diocese employs in the aggregate 177 employees, of whom 17 are
Cemetery Union Employees, whose terms of employment are governed
by the Labor Agreement between the Archdiocese and the Union dated
April 1, 2008.

For several months, before and after the Petition Date, the
Archdiocese and the Cemetery Union Employees negotiated
modifications to the CBA and terms for their future employment,
Mr. Diesing relates.  He notes that the tentative agreement
resulting from the negotiations was unanimously approved by the
Union bargaining team and was ratified by the Cemetery Union
Employees.

The Modifications provide modest wage increases in 2012 and 2013,
increased employee contributions to the Cemetery and Mausoleum,
Employees' Union Pension Plan, and a revised life insurance
benefit, Mr. Diesing discloses.  The Modifications also revise the
Post-Accident Testing protocols and a portion of the Grievance
Procedure, and extend the CBA to March 31, 2013.

The Modifications draw an appropriate balance between the
Archdiocese's needs and the rights of the employees, Mr. Diesing
asserts.  He contends that the continued employment of the
Cemetery Union Employees, who have significant skills and
institutional knowledge, is critical for all stakeholders in the
case.  He adds that the Modifications will facilitate a
reorganization plan, while ensuring that the Cemetery Union
Employees will enjoy continued employment.

Objections or responses to the request are due April 21, 2011.

              About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on November 28, 1843, and
was elevated to an Archdiocese on February 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: CBNA Appeals District Court Arbitration Order
--------------------------------------------------------------
Robert L. Berger, in his capacity as Settlement Trustee in the
bankruptcy case of the Catholic Bishop of Northern Alaska,
notified the U.S. District Court for the District of Alaska that
he will take an appeal to the United States Court of Appeals for
the Ninth Circuit from the order issued by the U.S. District Court
for the District of Alaska regarding the motion for summary
judgment and motion to compel arbitration entered on March 3,
2011.

The U.S. District Court for the District of Alaska previously
adopted in their entirety the proposed findings of fact and
conclusions of law submitted by the U.S. Bankruptcy Court for the
District of Alaska with respect to the second motion for partial
summary judgment and the motion to compel arbitration filed by
Catholic Mutual Relief Society of America in the adversary
proceeding commenced by the Catholic Bishop of Northern Alaska
against Catholic Mutual and other insurers.

In line with the recommendations in the Proposed Findings,
District Court Judge Ralph R. Beistline ruled that:

  -- Catholic Mutual's second motion for partial summary
     judgment is granted;

  -- Catholic Mutual has no duty to defend the Diocese or Robert
     L. Berger, in his capacity as the Settlement Trustee, with
     respect to the 22 Proofs of Claim that are based on sexual
     abuse alleged to have occurred during the period from
     April 15, 1979, to April 15, 1983;

  -- Catholic Mutual's motion to compel arbitration and stay
     proceedings related to post-1990 abuse claims pending
     arbitration is granted, in part, and denied, in part;

  -- all claims based on acts of sexual abuse that are alleged
     to have occurred on or after July 1, 1990, must be
     submitted to arbitration in accordance with the provisions
     of the insurance certificate issued by Catholic Mutual for
     the period from July 1, 2008, through July 1, 2009; and

  -- Catholic Mutual's request for a stay pending arbitration is
     denied, without prejudice to renewal should the
     circumstances materially change.

                        Appeal Schedule

Molly C. Dwyer, Clerk of the Appellate Court, notified parties of
these schedules:

  July 13, 2011     Deadline for filing of Appellant's opening
                    brief and excerpts of record will be served
                    and filed.

  August 12, 2011   Deadline for filing of Appellee's answering
                    brief and excerpts of record will be served
                    and filed.

                About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  In its schedules, the Debtor
disclosed total assets of $13,316,864 and total liabilities of
$1,838,719 as of the Petition Date.

The Bankruptcy Court entered its order confirming the "Debtor's
and the Official Committee of Unsecured Creditors' Third Amended
and Restated Joint Plan of Reorganization for the Catholic Bishop
of Northern Alaska" on February 17, 2010.  The effective date of
the Plan occurred on March 19, 2010.

In November 2010, Judge Donald MacDonald IV entered a final decree
and order closing the Chapter 11 case of the Catholic Bishop of
Northern Alaska.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CELLO ENERGY: Court Rules on Suit Against Parsons & Whittemore
--------------------------------------------------------------
Pre-bankruptcy, Cello Energy LLC was involved in litigation with
Parsons & Whittemore Enterprises Corporation, in the District
Court for the Southern District of Alabama.  P&W's first lawsuit
against Cello -- Cello I -- was filed in 2007.  Before the jury
rendered a verdict in Cello I, P&W filed a second lawsuit -- Cello
II -- against Cello, Boykin Trust, Vesta Venture, Forest
Technologies, Jack Boykin, Lois Boykin, Allen Boykin, and Elisa
Rambo on Sept. 25, 2009, seeking to avoid fraudulent transfers
made by members of the Boykin family and the entities they
control, and seeking to pierce the corporate veil.  The District
Court held a trial in Cello II on Sept. 27-29, 2010.  Before the
District Court issued its ruling in Cello II, Cello Energy, Jack
Boykin, and Boykin Trust filed bankruptcy petitions.  Those cases
were administratively consolidated on Dec. 3, 2010.

On Oct. 25, 2010, P&W filed a Motion for Relief from Stay to
Continue Resolution of Prepetition Multi-party Litigation.  Relief
from the automatic stay was granted on Dec. 7, 2010, with two
conditions: (1) the stay was to remain in effect as to injunctive
relief sought by P&W in Cello II and (2) P&W was not authorized to
execute on any judgment without further order of the Bankruptcy
Court.  On Feb. 3, 2011, the District Court entered an order in
Cello II finding that P&W is entitled to recover these amounts on
its fraudulent transfer claims, constructive fraud claims, and
actual fraud claims: $700,000 against Boykin Trust; $399,923
against Jack Boykin; $510,000 against Lois Boykin; and a total of
$695,000 against Allen Boykin.

With regards to P&W's piercing the corporate veil claims, the
District Court found that P&W is entitled to recover
$10,431,560.50 from Lois Boykin and Allen Boykin jointly and
severally.  The Order also stated that P&W is only entitled to
recover from Cello, Boykin Trust, Allen Boykin, Jack Boykin, and
Lois Boykin, jointly and severally, a net total amount of
$10,431,560.50 for these findings and for the jury award in the
previous Cello I litigation.

On March 6, 2011, Cello, Boykin Trust, and Jack Boykin commenced
an adversary proceeding against P&W seeking a preliminary
injunction order restraining P&W from initiating actions to
collect on its judgment against Lois Boykin.  P&W objected on
March 11, 2011, arguing that Lois Boykin is a non-debtor and
requesting that the Court deny the application for a preliminary
injunction.  The case is Cello Energy, LLC, et al., v. Parsons &
Whittemore Enterprises Corporation, Adv. Pro. No. 11-00031 (Bankr.
S.D. Ala.).

A hearing on the Preliminary Injunction request was held March 29,
2011.  At the hearing, Jack Boykin testified that he is the owner
and CEO of Cello and that he is the Chairman of Boykin Trust.  He
testified that his home is owned by Lois Boykin and that they
share their home with their son, Allen, and a granddaughter of
whom Allen has joint custody.  He testified that he spends 100% of
his time working on the reorganization of the debtor entities or
in developing new contract opportunities with other companies.

After the hearing, the Debtors filed a Motion to Certify Question
to the Court of Appeals seeking to have the Alabama Supreme Court
address "the unresolved issue of whether Alabama law permits a
representative of a debtor corporation to bring an alter ego claim
against the corporation's former principal."

The Debtors raise two arguments in support of the Motion for
Preliminary Injunction.  First they argue that the Court should
use the powers granted to it under 11 U.S.C. Sec. 105 to enter a
preliminary injunction against P&W collecting on its debt from
Mrs. Boykin.  Second, they argue P&W improperly asserted the
fraudulent transfer and piercing the corporate veil claims in
Cello II because those causes of action are property of the
bankruptcy estate.

In his April 7, 2011 Order, available at http://is.gd/NUnyeifrom
Leagle.com., Bankruptcy Judge Margaret A. Mahoney granted in part,
and denied in part, the Debtors' request for a Preliminary
Injunction and Temporary Restraining Order.  The Court held that
the Debtors have not met their burden of showing they have a
substantial likelihood of success on the merits.  They also have
not met their burden of showing that there will be irreparable
harm if the motion to issue a preliminary injunction against P&W
collecting on its debt from Lois Boykin is denied.

The Debtors' Motion to Certify is also denied.  While there does
not appear to be a direct Alabama case on this exact point of law,
the Court said its decision is based on the general and widely
accepted principles that govern alter ego claims.  It is the
opinion of the Court that these general principles serve as a
sufficient basis on which to resolve the issue of whether to issue
a preliminary injunction against P&W's collection efforts against
Lois Boykin, and it is unnecessary at this time to certify the
question to the Alabama Supreme Court.  If the District Court or
the Eleventh Circuit find that it is appropriate to certify the
question, it is within their purview to do so.

                        About Cello Energy

Cello Energy LLC filed for Chapter 11 protection (Bankr. S.D. Ala.
Case No. 10-04877) on Oct. 19, 2010, in Mobile, Alabama.  It
estimated assets of less than $50,000 and liabilities of
$10 million to $50 million.  Marcus E. McDowell, Esq. --
mmcdowell@wbblaw.com -- at Weiss, Buell & Bell, serves as counsel
to the Debtor.


CHAMPION ENVIRONMENTAL: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Champion Environmental Services, Inc.
        38 West End Drive
        Gilberts, IL 60136

Bankruptcy Case No.: 11-15354

Chapter 11 Petition Date: April 11, 2011

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Scott R. Clar, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S Lasalle Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: sclar@craneheyman.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-15354.pdf

The petition was signed by Dominic Gorniak, president.


CHEM RX: Creditors Win Confirmation of Liquidating Plan
-------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the creditors' committee for Chem Rx Corp. gained approval of a
liquidating Chapter 11 plan when a U.S. Bankruptcy Judge in
Delaware signed a confirmation order on April 11.

As reported in the Troubled Company Reporter on Jan. 11, 2011,
Canadian Imperial Bank of Commerce, New York Agency, as
administrative agent for the first lien lenders, and the
official committee of unsecured creditors for Chem Rx Corp. filed
with the U.S. Bankruptcy Court a Joint Plan of Liquidation and
related Disclosure Statement for Chem Rx.

The central component of the Plan is the compromise and settlement
of the Committee Litigation and any and all Claims and Estate
Causes of Action by the Creditors Committee on behalf of the
Debtors' Estates as of the Effective Date against the Secured
Lenders and the First Lien Agent, subject to the occurrence of the
Effective Date.  Additionally, the Plan contemplates the
establishment of a Litigation Trust to prosecute Estate Causes of
Action.

The Plan proposes the following treatment for the various claims
and interests in the Debtor:

Class 1. Priority Claims.  Unimpaired.  Paid in full in Cash,
         without interest.

Class 2. Other Secured Claims.  Impaired.  Each holder of an
         Allowed Other Secured Claim will receive, at the option
         of the First Lien Agent (a) Cash equal to the net
         proceeds of the sale or disposition of the Collateral
         securing that holder's Allowed Other Secured Claim,
         without interest; or (b) the Collateral; or (c) such
         other Plan distribution necessary to satisfy the
         requirements of the Bankruptcy Code.

Class 3. Secured Lender Claims.  Impaired.  Each holder of an
         Allowed Secured Lender Claim will receive:

         a. its Pro Rata share of (i) 100% of the Available
            Proceeds; (ii) beneficial interests in the Litigation
            Trust; and (iii) any Assets of the Debtors remaining
            on the Effective Date, except for (x) the Consummation
            Account, (y) Causes of Action and (z) the Litigation
            Trust Reserve.

         b. upon satisfaction of all Allowed Administrative
            Claims, Allowed Priority Claims, Allowed Priority Tax
            Claims and Allowed Other Secured Claims, its Pro Rata
            share of the amounts remaining in the Consummation
            Account, provided that the Plan Administrator will be
            Entitled to deduct certain amounts as provided under
            the Plan.

         c. tax refunds or any other refund of any kind or nature.

         d. the releases to the Released Claims.

Class 4. General Unsecured Claims.  Impaired.  Holders of Allowed
         General Unsecured Claims will receive their Pro Rata
         share of the beneficial interests in the Litigation Trust
         and receive Litigation Trust Distributions in accordance
         with and pursuant to Section 6.3.9 of the Plan and the
         terms of the Litigation Trust Reserve on the Effective
         Date.

Class 5. Subordinated Claims.  Impaired.  Holders of Subordinated
         Claims will receive, upon full payment of Secured Lender
         Claims, Secured Lender Deficiency Claims and Second Lien
         Lender Claims, any remaining interest in the Litigation
         Trust Distributions.

Class 6. Equity Interests.  Impaired.  All Equity Interests will
         be deemed canceled and extinguished, and the holders will
         not receive any Plan or Litigation Distribution, or be
         entitled to retain any property or interest in property.

The Available Proceeds refer to the Cash on hand in the
Manufacturers and Traders Trust Company (M&T) Account, the Escrow
Account held by Greenberg Traurig LLP, and the Wells Fargo Account
on the Effective Date, immediately following the funding of the
Consummation Account and the Litigation Trust Reserve pursuant to
terms of the Plan.

The Consummation Account means the account to be established by
the Plan Administrator on the Effective Date which will be funded
(a) first, from funds in the M&T Account at the Effective Date;
and (b) thereafter, in an amount up to a maximum of $4.6 million,
(i) first, from the funds remaining in the Escrow Account on the
Effective Date and (ii) finally, from the funds available in the
Wells Fargo Account on the Effective Date.

The Litigation Reserve refers to the money market account to be
established by the Litigation Trustee and funded in the amount of
$2 million on the Effective Date.

A copy of the First Amended Plan of Liquidation is available for
free at:

    http://bankrupt.com/misc/ChemRx.BlacklinedCommitteeDS.pdf

                        About Chem RX Corp.

Long Beach, N.Y.-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net/-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.

The Company and five affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 10-11567) on May 11, 2010.  Dennis
A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Delaware, represent the Company in its
restructuring.

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is the Company's chief restructuring officer.
Brunswick Group LLP is the Company's public relations consultant.
Grant Thornton LLP is the Company's independent auditor.  Lazard
Middle Market LLC is the Company's investment banker.  Eichen &
Dimeglio PC is the Company's tax advisor.  Kurtzman Carson
Consultants is the Company's claims and notice agent.

Attorneys at White & Case and Fox Rothschild LLP serve as
co-counsel to the Official Committee of Unsecured Creditors
Chanin Capital Partners LLC serves as Restructuring and Financial
Advisor for the Official Committee of Unsecured Creditors.

The Company disclosed $169,690,868 in assets and $178,281,128 in
debts as of Feb. 28, 2010.

Chem Rx changed its name to CRC Parent Corp. following the sale of
its business to PharMerica Corp. at a bankruptcy court-sanctioned
auction.  PharMerica paid $70.6 million and assumed specified
liabilities.  The deal enabled PharMerica to move into the New
York and New Jersey markets.


CHRISTIAN KNUDSEN: Ch. 7 Trustee to Probe Former Bankr. Counsel
---------------------------------------------------------------
Christian S. Knudsen, Jr.; Michael G. Rinn, the Chapter 7 trustee
for Mr. Knudsen's bankruptcy case; the Office of the U.S. Trustee;
and Sirody, Frieman & Feldman, Mr. Knudsen's counsel when his case
was still under Chapter 11, entered into a stipulation resolving
two contested matters (a) the Motion of the U.S. Trustee to
Further Extend Deadline for Objecting to Discharge, and (b) the
Motion of Chapter 7 Trustee for Rule 2004 Examination and for
Production of Documents, and the responses to those motions.  The
Chapter 7 Trustee made demand upon Sirody to turn over its entire
file to the Chapter 7 Trustee, asserting that any privilege of the
Debtor had been waived.  Sirody refused the Chapter 7 Trustee's
demand absent Court order or the prior written consent of the
Debtor.  A copy of the stipulation, approved by Bankruptcy Judge
James F. Schneider on April 7, is available at http://is.gd/l7yHGF
from Leagle.com.

                    About Christian S. Knudsen

Christian S. Knudsen, Jr., filed for Chapter 11 bankruptcy (Bankr.
D. Md. Case No. 09-13170) on Feb. 26, 2009, represented by Jeffrey
M. Sirody, Esq. -- smeyers5@hotmail.com -- at Sirody, Freiman &
Feldman.  In his petition, Mr. Knudsen listed $1 million to
$10 million in assets and debts.  Sirody Frieman acted as the
Debtor's bankruptcy counsel until March 3, 2010, whereupon a
Notice of Substitution of Counsel was filed withdrawing Sirody
Frieman's appearance as counsel.

On May 20, 2009, at the behest of the U.S. Trustee, the Court
entered an order converting the Chapter 11 case to one under
Chapter 7 of the Bankruptcy Code.   Michael G. Rinn was appointed
Chapter 7 Trustee.

The Chapter 7 Trustee is represented by:

          Joseph J. Bellinger, Esq.
          OFFIT KURMAN, P.A.
          8171 Maple Lawn Boulevard, Suite 200
          Maple Lawn, MD 20759
          Tel: 301-575-0300
          Fax: 301-575-0335
          E-mail: jbellinger@offitkurman.com

Mr. Knudsen is represented by:

          James Vidmar, Esq.
          LOGAN, YUMKAS, VIDMAR & SWEENEY, LLC
          2530 Riva Road, Suite 400
          Annapolis, MD 21401
          Tel: (410) 571-2780
          E-mail: jvidmar@loganyumkas.com

Sirody Freiman is represented by:

          Gary S. Poretsky, Esq.
          SIRODY, FREIMAN & FELDMAN P.C.
          1777 Reisterstown Road
          Suite 360, Commercentre East
          Baltimore, MD 21208
          Tel: (410) 415-0445
          Fax: (410) 415-0744
          E-mail: garyp@sfflegal.com


CINRAM INTERNATIONAL: S&P Lowers Corporate Credit Rating to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-
term corporate credit rating on Scarborough, Ont.-based Cinram
International Inc. to 'D' (default) from 'CC'.  Standard &
Poor's also lowered its issue-level rating on the company's
senior secured bank facility to 'D' from 'CC'.  "We are
withdrawing our issue-level and recovery ratings on IHC Corp.
as there is no longer any debt at this subsidiary," S&P stated.

"In addition, we are removing all ratings on Cinram from
CreditWatch, where they had been placed with negative
implications Jan. 27, 2011," S&P noted.

"The downgrade follows the completion of the company's refinancing
and recapitalization transaction on April 11, 2011, for its credit
facilities due May 2011," said Standard & Poor's credit analyst
Lori Harris.  "We consider the refinancing to be a distressed
exchange offer and tantamount to a default under our criteria
definition as lenders were asked to agree to exchange a portion of
the previous first-lien secured debt into lower priority second-
lien debt, as well as to a maturity extension on most of the
debt," Ms. Harris added.

The transaction included a cash repayment of US$30 million on
Cinram's first-lien secured term debt at closing and an extension
of the maturity date of most of the bank debt to December 2013
from May 2011.  In addition, US$90 million of first-lien debt was
exchanged for second-lien payment-in-kind debt that is mandatorily
exchangeable into equity on Dec. 31, 2011, if not repaid earlier
from equity proceeds.

"We expect to raise the corporate credit and issue-level ratings
on Cinram, representative of our assessment of its improved credit
risk post the refinancing and recapitalization transaction, in the
very near term," S&P added.


CLUB VENTURES: Court Okays Klestadt & Winters as Panel's Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Club Ventures
Investments LLC and its debtor-affiliates received the U.S.
Bankruptcy Court for the Southern District of New York's
permission to retain Klestadt & Winters LLP as its counsel.

The firm will, among other things:

   a) advise the Committee with respect to its rights, duties, and
      powers in this case;

   b) review, analyze and respond, as necessary, to all
      applications, orders, statements, and schedules filed with
      the Court;

   c) review, analyze and respond, as necessary, to any and all
      liens asserted against the Debtors' assets;

   d) assist the Committee in its consultations with the Debtors
      relative to the administration of this case; and

   e) assist the Committee in analyzing the claims of the Debtors'
      creditors and in negotiations with such creditors.

Tracy L. Klestadt, Esq., partner at the firm, charges $595 per
hour.  The firm's other partners bill between $425 and $595 per
hour; associates bill between $195 and $375 per hour; and
paralegals bill at $150 per hour.

                        About Club Ventures

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

Club Ventures and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-10891) on March 2,
2011.  Club Ventures estimated its assets at $10 million to
$50 million and debts at $50 million to $100 million.

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


CMHA/TCB LAUREL: Wants to Tap David Donnett for Tenant Evictions
----------------------------------------------------------------
CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel
Homes V Limited Partnership ask for authorization from the U.S.
Bankruptcy Court for the Southern District of Ohio to employ David
D. Donnett, Esq., as special counsel.

Mr. Donnett will perform tenant evictions on behalf of Debtors.

Mr. Donnett proposes to perform legal services and be reimbursed
for court costs at the rate of $195-$225 per case.  In addition,
any time spent over and above simple eviction proceedings are
billed at Mr. Donnett's hourly rate of $175.

To the best of the Debtor's knowledge, Mr. Donnett is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                       About CMHA/TCB Laurel

CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel
Homes V Limited Partnership own and operate phases of the City
West Housing Development located in the West End of Cincinnati.
The Laurel Homes I and Laurel Homes V phases of the City West
Housing Development, together with all other phases of the City
West Housing Development, are managed by The Community Builders,
Inc.

CMHA/TCB V filed for Chapter 11 bankruptcy protection on March 31,
2011 (Bankr. S.D. Ohio Case No. 11-11966).  Charles M. Meyer,
Esq., at Santen & Hughes, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate CMHA/TCB I Limited Partnership filed a separate Chapter
11 petition on March 31, 2011 (Bankr. S.D. Ohio Case No. 11-
11953).


CMHA/TCB LAUREL: Taps Santen & Hughes as Bankruptcy Counsel
-----------------------------------------------------------
CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel
Homes V Limited Partnership each filed applications for
authorization from the U.S. Bankruptcy Court for the Southern
District of Ohio to employ Santen & Hughes as bankruptcy counsel.

Santen & Hughes can be reached at:

                 Charles M. Meyer, Esq.
                 Santen & Hughes
                 600 Vine Street, Suite 2700
                 Cincinnati, OH 45202
                 Tel: (513) 852-5986
                 Fax: (513) 721-0109
                 E-mail: cmm@santen-hughes.com

Santen & Hughes will bill the Debtor pursuant to the hourly rates
of its professionals:

           Charles M. Meyer            $370
           Deepak K. Desai             $260

To the best of the Debtors' knowledge, Santen & Hughes is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                       About CMHA/TCB Laurel

CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel
Homes V Limited Partnership own and operate phases of the City
West Housing Development located in the West End of Cincinnati.
The Laurel Homes I and Laurel Homes V phases of the City West
Housing Development, together with all other phases of the City
West Housing Development, are managed by The Community Builders,
Inc.

CMHA/TCB V filed for Chapter 11 bankruptcy protection on March 31,
2011 (Bankr. S.D. Ohio Case No. 11-11966).  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliate CMHA/TCB I Limited Partnership filed a separate Chapter
11 petition on March 31, 2011 (Bankr. S.D. Ohio Case No. 11-
11953).


CRYSTAL CATHEDRAL: Court OKs BSW as Committee's Fin'l Consultant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Official Committee of Unsecured Creditors of Crystal
Cathedral Ministries to employ BSW & Associates as its financial
consultant.

The firm is expected to analyze cash flow and financial statement
projections, including establishment of performance benchmarks,
monitor performance versus projections and benchmarks, and
monitoring of cash flow and solvency of the Debtor.

The firm will bill the Debtor's estates based on the hourly rates
of its professionals:

   Designations                 Hourly Rates
   ------------                 ------------
   Managing Director            $285
   Director                     $205
   Senior Associate             $165

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

                      About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."
Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  March J.
Winthrop, Esq., at Winthrop Couchot Professional Corporation, in
Newport Beach, California, represents the Debtor.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.

The U.S. Trustee for Region 16 appointed seven members to the
official committee of unsecured creditors in the Chapter 11 case
of Crystal Cathedral Ministries.


CYNTHIA TURNER: Court Pegs BofA Lien at $850,000
------------------------------------------------
Bankruptcy Judge Thomas E. Carlson ruled that the value of the
lien of Bank of America, National Association -- successor by
merger to LaSalle Bank NA as trustee for WaMu Mortgage Pass-
Through Certificates Series2006-AR11 Trust -- on Cynthia J.
Turner's real property at 917 N. Idaho Street, San Mateo,
California, is $850,000 as of March 29, 2011.  A copy of the
Court's April 5, 2011 Memorandum is available at
http://is.gd/x80jjwfrom Leagle.com.

Cynthia J. Turner, aka Cynthia Turner Hall, filed for Chapter 11
bankruptcy (Bankr. N.D. Calif. Case No. 10-33520) on Sept. 9,
2010.


DANIEL COOK: Bankruptcy Court Rules on Pending Motions
------------------------------------------------------
Bankruptcy Judge James S. Starzynski issued a Memorandum Opinion
in connection with various motions currently pending in the
bankruptcy case of Daniel William Cook and Yolanda Teresa Cook.

The Debtors filed for Chapter 11 bankruptcy (Bankr. D. N.M. Case
No. 04-17704) on Oct. 21, 2004.  On Dec. 7, 2004, the Debtors
filed Adversary Proceeding 04-1240-S, Cook, et al. v. Garrett
Capital, et al.  Wells Fargo Bank, NA, one of the defendants,
filed a Motion to Abstain.  After briefings and hearings, the
Bankruptcy Court entered Proposed Findings of Fact and Conclusions
of Law on Oct. 19, 2005, recommending to the District Court that
it enter an order granting abstention.  The matter was then put on
the District Court's docket as No. MC05-0042-JB.  On March 19,
2009, the Hon. James Browning, District Judge, entered an Order
granting the motion and ordering the Bankruptcy Court to abstain
from exercising jurisdiction over the adversary proceeding.  The
March 19, 2009 Order disposed of the adversary proceeding, in
effect dismissing it; no further action on the matter was required
and, as with any dismissal, the District Court case should have
been closed but was not.

For unknown reasons, the March 19, 2009 District Court Order was
not transmitted to the Bankruptcy Court until March 30, 2010.
Perhaps as a consequence, between July 17, 2009 and October 29,
2009, before the Bankruptcy Court was notified of the District
Court's Order, the parties filed more motions, responses, and
replies in the still open District Court case.  None of those
filings had anything to do with the subject matter of the closed
District Court case.  Rather, they were motions dealing with
procedural matters that should have been brought up in the
underlying bankruptcy case still pending in the Bankruptcy Court,
e.g., claims for stay violations and motions for sanctions. The
parties also filed "notices" of the District Court filings in the
Bankruptcy Court.  No party brought to the attention of the
Bankruptcy Court any of the District Court filings -- other than
filing the "notices" -- and no party asked for a hearing in
Bankruptcy Court on any of the issues presented.

On Dec. 1, 2009, the District Court conducted a hearing on the
motions.  On Dec. 3, 2009, the District Court entered an Order
stating that the automatic reference of bankruptcy cases to the
bankruptcy court was still in effect with respect to the
underlying bankruptcy case, and referred the motions back to the
bankruptcy court.  The Bankruptcy Court conducted a status
conference on Jan. 19, 2010 and took all the remaining issues
under advisement.

A copy of the Bankruptcy Court's April 6, 2011 Memorandum Opinion
is available at http://is.gd/7n3jolfrom Leagle.com.


DEVELOPMENTAL DYNAMICS: Case Summary & Creditors Lists
------------------------------------------------------
Debtor: Developmental Dynamics Inc.
        3731 Stocker Street, #105
        Los Angeles, CA 90008

Bankruptcy Case No.: 11-25855

Chapter 11 Petition Date: April 12, 2011

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

Judge: Sheri Bluebond

Debtor's Counsel: Michael Y. Lo, Esq.
                  LAW OFFICE OF MICHAEL Y. LO
                  506 N. Garfield Avenue, #280
                  Alhambra, CA 91801
                  Tel: (626) 289-8838
                  E-mail: michaellolaw@yahoo.com

Scheduled Assets: $50,400

Scheduled Debts: $2,457,290

Affiliate that simultaneously sought chapter 11 protection:

  Debtor                                         Case No.
  ------                                         --------
Developmental Dynamics Family Services Inc.      11-25864
  Scheduled Assets: $50,400
   Scheduled Debts: $1,599,103

A list of Developmental Dynamics Inc.'s 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-25855.pdf


A list of Developmental Dynamics Family's 20 largest unsecured
creditors filed together with the petition is available for free
at: http://bankrupt.com/misc/cacb11-25864.pdf

The petitions were signed by Wendy Carroll, president.


DONALD PEDERSEN: Bankr. Court Avoids Doucette Lien on House
-----------------------------------------------------------
Hearing was held on March 14, 2011, on the objection to exemptions
by William and Mary Doucette, Donald and Marcee Pedersen's
resistance, the Pedersens' motion to avoid lien, and objection by
the Doucettes.

In an April 11, 2011 Order, Bankruptcy Judge Timothy J. Mahoney
held that the objection to exemptions is overruled.  The motion to
avoid lien is granted to the extent it impairs the homestead
exemption.  However, the lien will remain in place until such time
as the Debtors complete plan payments and are entitled to a
discharge.

The Doucettes obtained a $96,971 pre-petition judgment against the
debtor Donald Pedersen, which became a judicial lien on the
Pedersens' house, behind two consensual liens.  When they filed
for bankruptcy relief, the Debtors claimed a $60,000 homestead
exemption in the property.  The Doucettes filed a proof of claim
for $57,743.  They assert that the exemption will impair their
lien rights, while the Debtors assert that the lien impairs their
exemption rights.

Donald H. Pedersen and Marcee N. Pedersen filed for Chapter 11
bankruptcy (Bankr. D. Neb. Case No. 10-83133) on Oct. 28, 2010.  A
copy of the Court's ruling is available at http://is.gd/BGxGLH
from Leagle.com.


DRYSHIPS INC: Ocean Rig Prices Sr. Unsecured Bonds Offering
-----------------------------------------------------------
DryShips Inc. announced on April 13, 2011, the pricing of $500
million aggregate principal amount of 9.5% Senior Unsecured Bonds
Due 2016 offered by its majority-owned subsidiary Ocean Rig UDW
Inc. in a private placement.  The offering has been made to
Norwegian professional investors and eligible counterparties as
defined in the Norwegian Securities Trading Regulation 10-2 to
10-4, to non-United States persons in offshore transactions in
reliance on Regulation S under the Securities Act of 1933, as
amended and in a concurrent private placement in the United States
only to qualified institutional buyers pursuant to Rule 144A under
the Securities Act.

The proceeds of the offering are expected to be used to finance
Ocean Rig's newbuilding drillships program and general corporate
purposes.  The offering is scheduled to close on April 27, 2011,
subject to customary closing conditions.

The Bonds have not been registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered
or sold in the United States or to or for the benefit of U.S.
persons unless so registered except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable securities laws in other
jurisdictions.

                        About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of September
10, 2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

The Company's balance sheet at Sept. 30, 2010, showed
US$5.80 million in total assets, US$1.90 million in total current
liabilities, US$1.10 million in total noncurrent liabilities, and
stockholders' equity of US$2.80 million.

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated September 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Company said it is currently in negotiations with its lenders
to obtain waivers, waiver extensions or to restructure its debt.
As of June 30, 2010, the Company's theoretical exposure (current
portion of long-term debt less cash and cash equivalents less
restricted cash) amounted to US$761.4 million.


DYNEGY INC: Hires White & Case and Lazard for Restructuring Advice
------------------------------------------------------------------
Dynegy Inc. said the law firm of White & Case LLP and the
financial advisory firm of Lazard Freres & Co. LLC have been
retained to advise the company and the Finance and Restructuring
Committee of Dynegy's Board of Directors on debt restructuring
activities.

The Finance and Restructuring Committee is chaired by Vincent J.
Intrieri.  Other directors on the committee are Thomas W. Elward,
E. Hunter Harrison and Samuel Merksamer.  The purpose of the
committee is to undertake a comprehensive review of Dynegy's
various restructuring alternatives, including, without limitation,
if appropriate, reviewing and evaluating (i) possible changes to
the capital structure of Dynegy, including the issuance,
repurchase or prepayment of indebtedness or equity securities and
(ii) possible sales of Dynegy's assets.

                   Creditors Tap Houlihan Lokey

Mike Spector, writing for The Wall Street Journal, reports that
investment bank Houlihan Lokey is advising Dynegy creditors.

Mr. Spector further relates that Dynegy doesn't intend to file for
bankruptcy protection in the near term.  People familiar with the
matter said, it plans to hold talks with bondholders on ways to
reduce its debt obligations.  Dynegy carried about $4.8 billion in
debt at year-end, with the lion's share concentrated in a variety
of bonds.  Sources told the Journal Dynegy is optimistic it can
replace or amend the senior debt amid ebullient credit markets.

The Journal notes Dynegy's bonds are trading at a 20%-30%
discount, giving the company an opportunity to talk to bondholders
about eliminating a portion of their debt holdings.  White & Case
and Lazard plan to study Dynegy's finances for about two weeks and
then discuss options with the company, said another person
familiar with the matter, the Journal relates.

According to the Journal, people familiar with the matter said
Dynegy director Vincent Intrieri, an Icahn confidant, chairs the
board's special finance and restructuring committee and started
interviewing advisers in recent weeks.  Mr. Icahn is Dynegy's
largest shareholder, with rights to more than 14%, and wants to
keep the company out of bankruptcy court, where stock is usually
wiped out.

The sources told the Journal Mr. Intrieri and others met with
White & Case and Lazard Tuesday to begin discussing how to
rearrange the company's finances.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

                            Failed Sale

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Carl Icahn and investment fund Seneca's
efforts, shareholders thumbed down both offers.

In December 2010, an affiliate of Icahn commenced a tender offer
to purchase all of the outstanding shares of Dynegy common stock
for $5.50 per share in cash, or roughly $665 million in the
aggregate.  In February 2011, Icahn Enterprises L.P. terminated
the proposed merger agreement with the Company after it failed to
garner the required number of shareholder votes.

Goldman, Sachs & Co. and Greenhill & Co., LLC, served as financial
advisors and Sullivan & Cromwell LLP served as legal counsel to
Dynegy on the sale efforts.

                         Bankruptcy Warning

Dynegy warned shareholders in March it might be forced into
bankruptcy if it is unable to renegotiate the terms of its
existing debt.

The Company's balance sheet at Dec. 31, 2010, showed
$10.013 billion in total assets, $7.267 billion in total
liabilities, and stockholders' equity of $2.746 billion.

Ernst & Young LLP, in Houston, said that Dynegy projects that it
is likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

                           *     *     *

As reported by the Troubled Company Reporter on March 14, 2011,
Fitch Ratings downgraded the ratings on Dynegy and its
subsidiaries after Dynegy's auditors raised substantial doubt as
to its ability to continue as a going concern and the company
announced it would likely trip debt covenants in its credit
facilities.


EAST COAST: In Ch. 11 to Restructure Georgia Capital Debt
---------------------------------------------------------
Wayne Faulkner at StarNews Online reports that Wilmington, North
Carolina-based East Coast Development II LLC is aiming to
restructure its debt via the Chapter 11 process.

East Coast Development disclosed liabilities of about $12.17
million and assets of about $24.8 million as of the Chapter 11
filing.

According to the report, James McFarland Jr. is the sole member of
the Company, which holds millions worth of land downtown,
including the site of the Rhino Club, and elsewhere in New Hanover
and Pender counties, according to the filing.  The LLC also has
interests in Raleigh, Greensboro, Charleston and Columbia.

Creditor Georgia Capital LLC attempted to foreclose on East Coast,
said attorney Amy Currin of Stubbs & Perdue in New Bern, which is
representing East Coast.  East Coast "was unable to get its loan
reinstated," StarNews Online quotes Ms. Currin, as saying.
She noted that Mr. McFarland "has plenty of equity and rental
income.  It should be a fairly clean Chapter 11 reorganization."

Ms. Currin said that the Georgia Capital loan "had a very high
rate of interest and difficult terms.  East Coast owes the Atlanta
company $1.487 million.  Georgia Capital has claims against these
properties: Parking lots at 127 Market St. and 20 N. Front St., a
commercial development site in Castle Hayne and duplexes and
acreage in Jacksonville.

New Hanover District Attorney Ben David filed a nuisance abatement
suit late to prevent the dissolved nightclub's owners from opening
a similar establishment in the state.  The controversy stems from
a brawl outside the club in January that ended in a fatal
stabbing.

Ms. Currin said she expected Mr. McFarland would be able to pay
creditors from his rental income.

East Coast Development II LLC dba 100 Block of Market Street LLC
filed for Chapter 11 bankruptcy protection on April 8, 2011
(Bankr. E.D. N.C. Case No. 11-02792).  Judge Randy D. Doub
presides over the case.  Trawick H. Stubbs, Jr., Esq., at Stubbs &
Perdue, P.A., represents the Debtor.  In its schedules, the Debtor
disclosed $24,792,275 in assets, and $12,172,815 in debts.


EMISPHERE TECHNOLOGIES: Amends Form S-1 for $8.14 Million Shares
----------------------------------------------------------------
Emisphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment No. 1 to Form S-1
registration statement relating to the offer for sale by the
existing holders of the Company's common stock of 8,140,496 shares
of the Company's common stock, par value $0.01 per share,
including 3,488,784 shares of the Company's common stock issuable
upon exercise of the warrants held by the selling security
holders.

All of the shares of common stock offered by this prospectus are
being sold by the selling security holders.  It is anticipated
that the selling security holders will sell these shares of common
stock from time to time in one or more transactions, in negotiated
transactions or otherwise, at prevailing market prices or at
prices otherwise negotiated.  The Company will not receive any
proceeds from the sales of shares of common stock by the selling
security holders.  The Company has agreed to pay all fees and
expenses incurred by us incident to the registration of the
Company's common stock, including SEC filing fees.  Each selling
security holder will be responsible for all costs and expenses in
connection with the sale of their shares of common stock,
including brokerage commissions or dealer discounts.

The Company's common stock is currently traded on the Over-The-
Counter Bulletin Board, commonly known as the OTC Bulletin Board,
under the symbol "EMIS."  As of March 31, 2011, the closing sale
price of the Company's common stock was $1.37 per share.

A full-text copy of the Amended Prospectus is available for free
at http://is.gd/gxv0RS

                   About Emisphere Technologies

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

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

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

The Company's balance sheet at Dec. 31, 2010 showed $7.27 million
in total assets, $89.79 million in total liabilities and $82.52
million in total stockholders' deficit.

Following the 2010 financial results, PricewaterhouseCoopers LLP,
in New York, noted that the Company has experienced recurring
operating losses, has limited capital resources and has
significant future commitments that raise substantial doubt about
its ability to continue as a going concern.


EMIVEST AEROSPACE: Auctions Two Ground Leased Airport Properties
----------------------------------------------------------------
Hilco Real Estate and Counsel RB announced on April 13, 2011, that
they will conduct a sealed bid auction for two ground leased
airport properties, formerly operated by business jet
manufacturer, Emivest Aerospace Corp., which filed for Chapter 11
bankruptcy protection in October 2010.  A bid deadline of June 16,
2011 has been set for both properties.  Prospective buyers may
submit bids on or both of the assets.

"The location, remaining lease term, and extension options on
these assets makes them desirable for any company operating in the
aerospace and/or defense field," said Roberto Perez, Senior Vice
President of Hilco Real Estate.  He added, "These are best of
breed hangar, manufacturing warehouse, and office properties. Each
property can provide a company with a turn-key solution for its
space and operational requirements."

Geoffrey S. Schnipper, Sr. Project Manager for Hilco Real Estate,
added, "This is a rare opportunity to assume the remaining term
and options of the ground leases.  The annual rent obligation
associated with these leases is well below market and cannot be
replicated in today's marketplace. Only in a bankruptcy setting
are these leases transferrable."

The offering consists of these assets:

  -- Martinsburg, WV -- Current lease runs through 2030 with
     two 30-year renewals at a rate of $10,000 per year plus
     $1 per usable acre. T he property is 87,500 total SF,
     inclusive of 25,000 SF of finished office space and is
     expandable to 33 acres. The remaining 67,500 SF is
     manufacturing/hangar space. The building was constructed
     in 1998 and is equipped with cranes, 3,000 amp electrical
     service, and 40'-45' ceiling clear height.

  -- San Antonio, TX -- Current lease runs through 2016 with a
     first right of refusal on 10 year extension.  The annual
     lease rate for the 127,407 SF is $100,000 per year.  The
     property served as the company's corporate headquarters
     and final assembly plant for the Emivest SJ30 business
     jet. Originally constructed to serve as an MRO facility
     for Boeing 707 aircraft, the property can be used for
     many aerospace/defense applications. The building features
     heavy power, executive office space, expansion capability,
      and 46'-54' ceiling clear height.

Property brochures and comprehensive due diligence information for
both properties can be found online at
www.hilcorealestate.com/airport or by calling call 847-313-4790.

                     About Emivest Aerospace

Emivest Aerospace Corporation -- http://www.sj30jet.com/-- is a
U.S.-based aircraft manufacturing company and a subsidiary of
Emirates Investment & Development PSC.  Emivest Aerospace
Corporation produces the SJ30 light jet.

Emivest Aerospace Corporation filed for Chapter 11 protection
(Bankr. D. Del. Case No. 10-13391) on Oct. 20, 2010.  Emivest
estimated assets and debts between $50 million and $100 million.

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.  Morgan
Joseph & Co. Inc. is the financial advisor to the Debtor.  The
Debtor also hired DLA Piper LLP (US) as special counsel to assist
in the marketing of its assets.  Attorneys at Pachulski Stang
Ziehl & Jones LLP serve as counsel to the Official Committee of
Unsecured Creditors.  Deloitte Financial Services LLP is the
Committee's financial advisor.


ENRON CORP: Jeff Skilling Loses Appeal to Overturn Convictions
--------------------------------------------------------------
Jeffrey Skilling, Enron Corp.'s former chief executive officer,
failed in his attempts to overturn his convictions after the U.S.
Appeals Court in New Orleans affirmed all counts, Edvard
Petterson at Bloomberg News reported.

A three-panel judge in the New Orleans Appellate Court, on April
6, found that the jury hearing Mr. Skilling's case was presented
with "overwhelming" evidence that he conspired to commit
securities fraud, Bloomberg related.  The panel, according to
Bloomberg, notes that the trial judge harmlessly erred in
allowing the jury to convict Mr. Skilling for conspiracy on a so-
called "honest-services fraud theory" as well as on a securities-
fraud theory.  The panel, however, said the verdict would have
been the same absent the alternative-theory error, Bloomberg
said.

Mr. Skilling was convicted by a jury trial in 2006 for making
false statements and insider trading.

Bloomberg noted that after Mr. Skilling's trial, the appeals
court declared the honest-services fraud theory legally invalid
in an appeal by four Merrill Lynch & Co. bankers, who were
convicted in a related Enron case.  The appellate court,
Bloomberg continued, said the bankers didn't deprive Enron of
their honest services because they had acted in Enron's best
interest and didn't personally profit.

Daniel Petrocelli, Esq., Mr. Skilling's lawyer, disagrees with
the Appeals Court's decision and says that he and his fellow
lawyers will continue to fight to overturn their client's
convictions.  Mr. Skilling was also previously denied a temporary
release to attend his son's funeral, the Associated Press said.
Mr. Skilling's son, John Taylor Skilling, was found dead at home
in Santa Ana.  The cause of death was unknown, according to the
report.

In a decision dated June 24, 2010, U.S. Supreme Court Justice
Ruth Bader Ginsburg, in a landmark 9-0 decision, said the U.S.
Government went too far in stretching an anti-fraud law in
prosecuting Mr. Skilling and others.  Justice Ginsburg vacated in
part Mr. Skilling's conviction in failing to provide "honest
services" to shareholders.

According to the high court, Section 1346 of the U.S. Crimes and
Criminal Procedure, which proscribes fraudulent deprivations of
"the intangible right of honest services," is properly confined
to cover only bribery and kickback schemes.  Because Mr.
Skilling's alleged misconduct entailed no bribe or kickback, it
does not fall within the Court's confinement of Section 1346's
proscription, Justice Ginsburg said.

The case is U.S. vs. Skilling, 06-20885, U.S. District Court,
U.S. Court of Appeals for the Fifth Circuit (New Orleans).

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


ENRON CORP: Former Exec. Shelby Sentenced for Insider Trading
-------------------------------------------------------------
Rex Shelby, a former Enron Broadband Services senior vice
president of engineering and operations, was sentenced by a
federal judge in Houston, Texas, on an insider trading charge
linked to the investment fraud that destroyed the world's largest
energy trader 10 years ago, Laurel Brubaker Calkins at Bloomberg
News reported.

According to the report, Mr. Shelby pleaded guilty to one count
of insider trading and was sentenced to three months of community
confinement followed by home confinement for three months.  He
will also forfeit about $2.6 million in profits from the illicit
trade, the report said.

Mr. Shelby's lawyer, Ed Tomko, told a judge that Mr. Shelby has
also agreed to forfeit another $1 million to resolve related
charges by the U.S. Securities and Exchange Commission charges,
Bloomberg said.  He faced a maximum of 10 years and a fine of $1
million on the one count before reaching his plea deal, the
report related.

"I take full responsibility for my actions and all the decisions
I made at Enron... no one forced me to do those things," the news
agency quoted Mr. Shelby as saying.

Mr. Shelby and six other EBS executives were indicted in 2003 on
charges they helped the parent company's senior management,
including Enron Corp.'s former chairman Kenneth Lay and chief
executive Jeffrey Skilling, deceive analysts and investors about
the unit's capabilities and financial performance, Bloomberg
related.

Mr. Shelby, according to Bloomberg, has long maintained he sold
the Enron shares to diversify his portfolio and not based on any
insider knowledge of an alleged conspiracy to inflate Enron's
stock price.  To avoid a trial on broader conspiracy and fraud
charges, which had been set to begin past January, Mr. Shelby
pleaded guilty to one count of insider trading in November, the
report continued.

The case is U.S. vs. Shelby, H-03-093, U.S. District Court,
Southern District of Texas (Houston).

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


ENRON CORP: IRS Pays $1.1-Mil. Reward to Whistleblower
------------------------------------------------------
The U.S. Internal Revenue Service has reportedly paid a
whistleblower approximately $1,100,000 as a reward for giving a
tip that Enron Corp. was using abusive tax shelters to generate
fictitious income, The Washington Post reported on March 15,
2011.

The tax fraud reportedly allowed Enron to evade taxes and report
an added $300,000,000 of imaginary profit to a $600,000,000
income, the report said.

"If the IRS had pursued this information in 1999 when my client
first informed them of these abusive tax shelters, the government
might have realized the depth of Enron's problems and perhaps
taken steps that might have helped avoid a total meltdown," the
Washington Post quoted Erika A. Kelton, Esq., at Phillips &
Cohen, in Washington, D.C.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


FARMLAND INDUSTRIES: 8th Cir. Affirms Dismissal of GAF Suit
-----------------------------------------------------------
The Court of Appeals for the Eighth Circuit upheld the decision of
the United States Bankruptcy Appellate Panel for the Eighth
Circuit affirming the bankruptcy court's order dismissing GAF
Holdings, LLC's complaint against Philip Rinaldi; Stanley Riemann;
Robert Terry; Pegasus Partners II, L.P.; Pegasus Investors II,
L.P.; Pegasus Capital Partners, L.P.; and J.P. Morgan Trust
Company, National Association in its capacity as Trustee of the FI
Liquidating Trust.  The Eighth Circuit held that GAF lacks
standing to make an appeal.

GAF was incorporated in 1999 to purchase a refinery from Farmland
Industries, Inc.  GAF could not obtain financing, and later
Farmland filed Chapter 11 bankruptcy.  Farmland submitted sale
procedures for its Coffeyville assets, including its refineries
and a coke-gasification fertilizer complex, to the bankruptcy
court, and the court entered an order approving them.  GAF did not
object to the sale procedures.

GAF submitted a bid to Farmland for the Coffeyville assets, but
Farmland rejected the bid.  It determined that GAF was not a
qualified bidder because the bid was submitted without the
required 10% deposit of the bid amount, in an improper format,
without required exhibits and schedules, and missing information
necessary for Farmland to determine the bid's actual value. GAF
did not contest the determination.

On Nov. 14, 2003, the bankruptcy court approved the sale of the
Coffeyville assets to Coffeyville Resources, LLC, which was
incorporated by Pegasus to make the purchase.  In the sale order,
the court found that the only qualifying bid was made by CRLLC,
that the sale procedures were conducted in good faith, and that
the purchase price under the sale agreement was fair, reasonable,
and for sufficient value.  GAF did not object to or appeal the
sale order.

Instead, on Feb. 2, 2004, GAF moved under Federal Rule of Civil
Procedure 60(b) to set aside the sale order, contending that the
sale was the product of collusion between Riemann, Terry, and
CRLLC.  Specifically, GAF asserted that Riemann, a former Farmland
executive, had a conflict of interest at the time of the sale
because he was discussing possible employment with CRLLC, that
Riemann was now employed by CRLLC, and that GAF did not have the
opportunity to conduct due diligence prior to submitting its bid
on the Coffeyville assets.  The bankruptcy court heard arguments
on GAF's 60(b) motion and then denied it, concluding that the sale
was conducted at arm's length and that there was insufficient
evidence to support GAF's allegations.  GAF did not appeal the
denial of its 60(b) motion.

On Feb. 20, 2004, the bankruptcy court entered an order that
authorized an amendment to the sale agreement.  The order also
reaffirmed the terms of the sale order unaffected by the
amendment, including the determination that the sale of the
Coffeyville assets had been conducted in good faith. GAF did not
challenge the order.

On Feb. 27, 2007, GAF filed a complaint in bankruptcy court
alleging that the appellees intentionally interfered with GAF's
business expectancy in purchasing the Coffeyville assets and
participated in a civil conspiracy to conceal the real value of
the Coffeyville assets.  The appellees moved to dismiss the
complaint on various grounds.  The bankruptcy court dismissed the
complaint with prejudice, holding that GAF was attempting to make
an impermissible collateral attack on its prior orders approving
the sale and that GAF failed to state a claim for which relief
could be granted.  Alternatively, the court held that GAF lacked
standing.

On appeal, the BAP held that the bankruptcy court lacked subject-
matter jurisdiction over GAF's state tort claims against non-
debtor third parties.  In re Farmland Indus., Inc., 378 B.R. 829
(B.A.P. 8th Cir. 2007).  The BAP remanded the case to the
bankruptcy court, instructing the court to dismiss GAF's complaint
for lack of subject-matter jurisdiction.  The defendants appealed
the BAP's decision, and the Eighth Circuit reversed.  In re
Farmland Indus., Inc., 567 F.3d 1010 (8th Cir. 2009).  The Eighth
Circuit held that the bankruptcy court had subject-matter
jurisdiction because GAF's claims are "related to" the bankruptcy
of Farmland under 28 U.S.C. Sec. 157(c)(1).  Eighth Circuit
remanded the case to the BAP for a ruling on whether the
bankruptcy court properly dismissed GAF's complaint.

On remand, the BAP affirmed the bankruptcy court's dismissal of
GAF's complaint. In re Farmland Indus., Inc., 408 B.R. 497 (B.A.P.
8th Cir. 2009) (holding that GAF lacked standing to sue and that
GAF's complaint failed to state a claim, was barred by collateral
estoppel, and was precluded by 11 U.S.C. Sec. 363(m)).

The case is GAF Holdings, LLC, Appellant, v. Philip Rinaldi;
Stanley Riemann, Appellees, Black Diamond Capital Management, LLC,
Robert Terry; Pegasus Capital Partners, L.P.; Pegasus Investors
II, L.P.; Pegasus Capital Partners, L.P.; J.P. Morgan Trust
Company, National Association, in its capacity as Trustee of the
FI Liquidating Trust, Appellees, No. 09-3049 (8th Cir.).

A copy of the Eighth Circuit's April 4, 2011 decision is available
at http://is.gd/8hMC2qfrom Leagle.com.  The Eighth Circuit panel
consists of Circuit Judges Roger Leland Wollman, Kermit Edward
Bye, and Bobby E. Shepherd.  Circuit Judge Shepherd wrote the
decision.

                  About Farmland Industries

Farmland Industries, Inc., was one of the largest agricultural
cooperatives in North America with about 600,000 members.  The
firm operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. W.D. Mo.
Case No. 02-50557) on May 31, 2002 before the Honorable Jerry W.
Venters.  The Debtors' Counsel is Laurence M. Frazen, Esq., at
Bryan Cave LLP.  When the Debtors filed for chapter 11 protection,
they listed total assets of $2.7 billion and total debts of
$1.9 billion.  During its Chapter 11 case, the Company sold its
businesses, including its pork production and processing business
to Virginia-based Smithfield Foods $367.4 million in cash and
other consideration.  The Bankruptcy Court confirmed the Second
Amended Joint Plan of Reorganization filed by Farmland Industries,
Inc., and its debtor-affiliates, and that plan was effective on
May 1, 2004.

Pursuant to the plan, Farmland transferred certain assets to a
liquidating trust to liquidate and distribute proceeds to certain
creditors of and interest holders in Farmland.  J.P. Morgan Trust
Company, National Association, serves as the Liquidating Trustee.


FLYING MARLIN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Flying Marlin Charleston, LLC
        1078 Blue Hill Creek
        Marco Island, FL 34145

Bankruptcy Case No.: 11-06748

Chapter 11 Petition Date: April 10, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Christian B. Felden, Esq.
                  FELDEN AND FELDEN, P.A.
                  201 Shannon Oaks Circle, Suite 200
                  Cary, NC 27511
                  Tel: (888) 808-9291
                  Fax: (888) 808-9991
                  E-mail: cbfelden@feldenandfelden.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-06748.pdf

The petition was signed by Peter McFarland, managing member.


FORUM HEALTH: Committee Fights Foundations' Chapter 11 Exit
-----------------------------------------------------------
Business Journal Daily reports that the committee of unsecured
creditors in Forum Health Inc.'s Chapter 11 bankruptcy will be in
court to try to prevent the dismissal of two related foundations'
bankruptcy cases and continue their efforts to tap into more than
$12 million of the foundations' unrestricted assets.

According to the report, U.S. Bankruptcy Judge Kay Woods will hear
a motion by the creditors' committee to stay her order, issued
last month, that permits Trumbull Memorial Hospital Foundation and
Western Reserve Health Foundation to dismiss their Chapter 11
cases.

Judge Woods ruled that the two foundations were "separate and
distinct nonprofit corporations" that have "operated exclusively
for their charitable purposes," and that their unrestricted funds
could not be used to pay the creditors of the other various Forum
debtors in the consolidated Chapter 11 case.  Forum filed for
bankruptcy more than two years ago.  Its key assets were purchased
last fall by Community Health Systems inc. of Nashville and now
operate as ValleyCare Health System, Source says.

The report relates that the Creditors Committee, which represents
Forum's vendors and suppliers, filed an appeal of the judge's
ruling with the District Court for the Northern District of Ohio,
arguing that the dismissal motions were "incorrectly decided" and
that it is likely to succeed on appeal.

In their objection, the two foundations argue that the bankruptcy
court did not abuse its discretion in granting the dismissal
motions and that nothing the committee has submitted is likely to
convince an appeals court to determine otherwise.  They further
argue that staying the dismissals will harm the foundations, their
charitable missions, their creditors and all parties by freezing
the foundation's assets, notes the Journal.

The Ohio Attorney General's office also submitted a filing arguing
that "no public interest" is served by granting a stay pending the
creditors' appeal.

                       About Forum Health

Forum Health and its affiliates filed for Chapter 11 protection
(Bankr. N.D. Ohio Lead Case No. 09-40795) on March 16, 2009.  In
its petition, Forum Health estimated $100 million to $500 million
in
assets and debts.

McDonald Hopkins LLC and Nadler, Nadler and Burdman Co., L.P.A.,
serve as the Debtors' chapter 11 co-counsel.  Huron Consulting
Services LLC is the Debtors' Chief Restructuring Officer and
Financial Support Personnel.  Houlihan Lokey Howard and Zukin
Capital, Inc. are the Debtors' investment bankers.  Ernst & Young
LLP is the Debtors' independent auditor.  Baker and Hostetler and
Thompson Hine LLP serve as special counsel.  Squire, Sanders &
Dempsey LLP serve as the bond counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Alston & Bird LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Grant Thornton LLP is the financial advisor
to the Creditors Committee.


FR & S CORP: Court Rules on Puerto Rico Treasury's Tax Claims
-------------------------------------------------------------
The Treasury Department of the Commonwealth of Puerto Rico
requests in the chapter 7 bankruptcy case of FR & S Corp.,
allowance and payment of alleged post-petition administrative
expenses for corporate income taxes for the tax year 2008, taxes
withheld from salaries for the period ending on Dec. 31, 2008, and
the 7% withholding of taxes for the payment of professional
services for tax year 2008, pursuant to 11 U.S.C. Sections
503(b)(1)(B)(i), 507(a)(2) and 507(a)(8)(A) and (D).

The chapter 7 trustee objects to the PR Treasury's request for the
2008 corporate income taxes, employment taxes and the 7% tax
withholding from the payment of professional services for tax year
2008 to be afforded administrative expense priority based on the
following: (i) Debtor filed its bankruptcy petition December 19,
2008, and was converted to chapter 7 on May 15, 2009, thus the
amount requested is an unsecured priority; (ii) The 2008 corporate
income taxes, employment taxes and the 7% withholding of taxes for
the payment of professional services are pre-petition taxes even
though the tax payment was due post-petition.  Thus, the PR
Treasury is not entitled to administrative expense priority; and
(iii) There was no tax incurred by the estate because Debtor's
taxable activity occurred pre-petition, before there was an
estate.

Bankruptcy Judge Enrique S. Lamoutte granted the PR Treasury's
request is granted in part and denied in part.  The Court found
and concluded that: (1) PR Treasury's claim for state income taxes
for the entire 2008 calendar year is an administrative expense
which satisfies the two prong test of Section 503(b)(1)(B)(i); (2)
the state income tax withholdings for the first three quarters of
the 2008 year were incurred pre-petition and as such are entitled
to eighth priority status in conformity with Section 507(a)(8)(C);
(3) the fourth quarter of Debtor's 2008 calendar year is a post-
petition tax claim and as such the same is afforded administrative
expense priority status since the same does not fall under Section
507(a)(8) and was incurred by the estate on Dec. 31, 2008; (4) the
7% tax withholdings for the first eleven (11) months of Debtor's
2008 calendar year were incurred pre-petition and as such must be
afforded eighth priority status pursuant to Section 507(a)(8)(C);
and (5) the 7% tax withholding for professional services rendered
for the entire month of December 2008 was incurred post-petition
and as such satisfies the two prong test of Section
503(b)(1)(B)(i).

A copy of the Court's March 30, 2011 Opinion and Order is
available at http://is.gd/bJVffHfrom Leagle.com.

FR & S Corp. filed a Chapter 11 bankruptcy petition (Bankr. D.
P.R. Case No. 08-08659) on Dec. 19, 2008, represented by Juan
Manuel Suarez Cobo, Esq. -- suarezcobo@prtc.net -- in San Juan,
Puerto Rico.  The petition listed under $50,000 in assets and
between $1 million and $10 million in debts.  The Court on May 15,
2009, granted the Debtor's request for conversion to chapter 7.


FRENCH BROAD: Faces Objections at April 20 Plan Hearing
------------------------------------------------------
Linda W. Simpson, bankruptcy administrator for the Western
District of North Carolina, objects to confirmation of the
proposed Chapter 11 plan of French Broad LLC, arguing that the
plan is not feasible because, among other things, the Debtor's
monthly status report does not show sufficient monthly income to
fund the plan.

Garry and Paula Paddick, Mountain 1st Bank & Trust, and Smoky
Mountain Materials Inc. also object to the Debtor's plan.

The Hon. George R. Hodges of the U.S. Bankruptcy Court for the
Western District of North Carolina will convene a hearing on
April 20, 2011, at 9:30 a.m. to consider confirmation of the
Debtor's proposed Chapter 11 plan.

The Debtor won approval of the disclosure statement explaining the
Plan on Feb. 23, 2011.  Ballots were sent to creditors and were
due to be returned March 18.

                        The Chapter 11 Plan

According to the Disclosure Statement, the Plan provides for
creditors to be paid in full from the sale of units by French
Broad Place.  Under the Plan, Metromont Corporation, owed
$2,961,431 for its DIP claim, will receive 10% per annum accrued
interest for a period of 13 months, principal reduction will be
paid periodically as future inventory sales close on account of
Metromont's secured claim.  Metromont will receive 40% of all
future net sales proceeds to be applied to the principal loan
balance outstanding.

Ashville Savings Bank, owed $8,620,619, secured by a second lien
deed of trust on the assets of the Debtor, will receive 40% of all
future sales net proceeds applied to the principal loan balance
outstanding on account of Ashville's impaired secured claim.  Once
the DIP loan is repaid 100%, then 100% of the future NSP will be
paid to Ashville as loan principal reduction until paid in full
with interest at the contract rate.

Metromont, owed $2,765,234 secured by a third lien deed of trust,
will not be paid interest or principal during the DIP loan tenure.
The second deed of trust contract note will accrue interest at 5%
from the date of the Plan.  Once the DIP loan is repaid 10% and
Ashville Savings Bank is repaid 100%, then Metromont will receive
monthly interest at 5% and 100% of future NSP until repaid 100%.

Ed Burdette Construction, holder a materialman's/mechanics lien in
the amount of $2,627,773, will have its claim paid as a general
unsecured claim.

General unsecured creditors, expected to total $3,300,000, which
includes the secured claim of Ed Burdette, will be paid in full
over a period of three years.

A copy of the Court-approved disclosure statement is available for
free at http://bankrupt.com/misc/French_Broad_Final_DS.pdf

                Confirmation Required by April 30

The terms of the DIP loan provided that French Broad Realty, Inc.,
which is a separate organization from the Debtor, but is owned by
principals of the Debtor, is allowed a limited six-month of sales
listing for all units with a 1.5% listing-side commission and an
additional 3% commission to be paid to the procuring broker if
other than FBRI.  FBRI will be allowed to draw up to $11,500 per
month for use as salary of its personnel, for a period of six
months.  The Debtor, under the DIP loan, is required to obtain
confirmation of the Plan by April 30.

                        About French Broad

French Broad Place LLC was formed for the development of a 48-unit
mixed used real estate community in downtown Brevard, North
Carolina.  The owners -- led by Scott Latell and Joshua Burdette
as managing members -- have over $4,500,000 of cash equity in the
development to date.  Appraisals conducted in the spring of 2010
valued the property from $10,500,000 to $12,5000,000.  Secured
claims by lenders exceed $14,000,000.

French Broad Place LLC filed for Chapter 11 bankruptcy protection
on March 25, 2010 (Bankr. W.D. N.C. Case No. 10-10335).  Edward C.
Hay, Jr., Esq., at Pitts, Hay & Hugenschmidt, P.A., represents the
Debtor.  The Company disclosed $20,171,100 in assets and
$14,395,245 in liabilities.


GEOSPATIAL HOLDINGS: Inks Settlement Deal with 29 Investors
-----------------------------------------------------------
Geospatial Holdings, Inc., has entered into a settlement agreement
with 29 investors that purchased shares of the Company's capital
stock in private placements in October and December 2009 and March
2010.  The investors had threatened to file a lawsuit against
Geospatial and its officers relating to their purchases of $5.5
million of capital stock issued in connection with the offerings.

The Company's Board of Directors unanimously approved the
settlement agreement.  While disputing all claims of misconduct by
the Company's officers, the Board concluded that Geospatial would
be unable to raise essential equity capital if the Company did not
enter into the settlement agreement.  Further, the Board concluded
that without new equity capital the Company would be unable to
continue its business as a going concern resulting in a complete
loss of investment value for all of the Company's shareholders.

The investors have agreed not to pursue their claims for a period
of 120 days during which the Company plans to raise additional
equity capital.  Provided the Company raises at least $5 million
in new equity capital before the expiration of 120 days, the
investors have agreed to forever waive their right to pursue their
claims against the Company and it officers, except in the event
the Company files for bankruptcy.  Following the closing of an
equity offering of at least $5 million, the Company has agreed
that the investors will be granted additional shares of Geospatial
stock. Each such investor will be granted additional shares so
that the aggregate number of shares issued to such investor
related to the offerings and the settlement will equal the
investor's aggregate investment in the offerings divided by the
per share price at which the Company effects its anticipated
offering. Thus, the investors will be treated as if they had
purchased all of their shares at the same offering price to be
established in the upcoming offering.

Other unaffiliated investors purchased $6.4 million of Geospatial
capital stock in the October 2009 through March 2010 private
placements. While these investors have not raised allegations of
misconduct against the Company or its officers, the Company's
Board of Directors has concluded that such investors should be
treated equitably with the investors that are party to the
settlement agreement. Accordingly, the Company plans to offer all
such investors settlements consistent with the terms outlined
above.

Mr. Smith has agreed to resign his position as Chairman and Chief
Executive Officer and step-down from the Company's Board of
Directors upon closing of the anticipated capital raise. At that
time, the Board intends to appoint David Dresner to succeed Mr.
Smith as CEO.  Further, Timothy Sutherland would become non-
executive Chairman of the Company's Board of Directors, while
Thomas Ridge will continue to serve as a member of the Board. Mr.
Dresner is the former CEO of Statoil Energy (a division of
StatoilHydro) and a 20 year veteran of Pricewaterhouse Coopers
where he served as Office Managing Partner. Mr. Sutherland is the
Chairman and CEO of Pace Global Energy Services, LLC, a leading
energy consulting and management company.

"Speaking for myself and the Board, we are excited about the
opportunities that lie ahead. Reduct, Geospatial and key
stakeholders have invested a great deal of time and effort to
realign the Company's operations and formulate a business model
that provides a path for economic success. Under its new
leadership, Geospatial will be well positioned to capitalize on
the rapidly growing market opportunity for mapping underground
infrastructure," said Timothy Sutherland.

                      About Geospatial Holdings

Sarver, Pa.-based Geospatial Holdings, Inc. (OTC BB: GSPH)
-- http://www.GeospatialCorporation.com/-- through its wholly-
owned subsidiary Geospatial Mapping Systems, Inc., doing business
as Geospatial Corporation, utilizes proprietary technologies to
determine the accurate location and position of underground
pipelines, conduits and other underground infrastructure data
allowing Geospatial to create accurate three-dimensional (3D)
digital maps and models of all underground infrastructure.

As reported in the Troubled Company Reporter on April 24, 2010,
Goff Backa Alfera and Company, LLC, in Pittsburgh, Pa., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company has incurred net losses since
inception.  Operations and capital requirements since inception
have been funded by sales of stock and advances from its chief
executive officer, and current liabilities exceed current assets
by $3.9 million.


GLADIOLA WOOD-TOLSON: U.S. Trustee Seeks Chapter 7 Conversion
-------------------------------------------------------------
Gladiola Delores Wood-Tolson and the United States Trustee for
Region 4 have agreed to extend the time upon which the Debtor can
file her response or objection to the U.S. Trustee's amended
motion to convert the Debtor's case to one under Chapter 7 of the
Bankruptcy Code, or in the alternative, dismiss the case.  The
Debtor's response was due April 7.  The parties agreed to move the
Debtor's response deadline to April 12.  Bankruptcy Judge Paul
Mannes approved the stipulation, a copy of which is available at
http://is.gd/QBit53from Leagle.com.

Gladiola Delores Wood-Tolson in Laurel, Maryland, filed for
Chapter 11 bankruptcy (Bankr. D. Md. Case No. 10-15331) on
March 15, 2010, represented by:

          Rudolph E. DeMeo, Esq.
          THE LAW OFFICE OF RUDOLPH E. DEMEO, P.C.
          1449 Light Street
          Baltimore, MD 21230
          Tel: (410) 244-6544
          Fax: (410) 547-1010
          E-mail: redemeo@yahoo.com

According to the schedules, the Debtor has assets of $3,442,238,
and total liabilities of $2,467,774.


GMX RESOURCES: David Lucke Does Not Own Any Securities
------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, David J. Lucke, a director at GMX Resources Inc.,
disclosed he does not own any securities of the Company.

                       About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company's balance sheet at Dec. 31, 2010 showed
$507.09 million in total assets, $368.87 million in total
liabilities and $138.22 million in total equity.

The Company reported a net loss of $138.29 million on
$96.52 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $181.08 million on $94.29
million of oil and gas sales during the prior year.

                           *     *     *

GMX Resources got a first time 'Caa1' Corporate Family Rating
and SGL-3 Speculative Grade Liquidity rating from Moody's
Investors Service in February 2011.  GMX's 'Caa1' CFR reflects its
small size, limited diversification, production that is 97%
natural gas in a low gas price environment, high leverage on
production and reserves, and the risks inherent
in developing its newly acquired oil focused Bakken and Niobrara
acreage while outspending cash flow," commented Jonathan
Kalmanoff, Moody's Analyst.  "The rating also considers the
potential for improvement in both profitability and
diversification if GMX is successful in developing its newly
acquired acreage, the pre-funding of the majority of 2011 capital
spending through both debt and equity offerings, a lack of
required drilling to hold acreage in the company's East Texas
properties, and hedges in place which add support to realized
prices for gas production through 2012."

Standard & Poor's Ratings Services in February 2011 said it
assigned its preliminary 'B-' corporate credit rating to GMX
Resources Inc. The outlook is stable.  "The ratings on Oklahoma
City-based GMX Resources Inc. reflect the company's limited scale
of operations, meaningful exposure to weak natural gas prices, a
very aggressive near-term spending plan, limited liquidity beyond
2011, and elevated debt leverage," said Standard & Poor's credit
analyst Paul B. Harvey.


GOARANY DEVELOPERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Goarany Developers, Inc.
        3 Bristol Drive
        Middletown, NY 10941

Bankruptcy Case No.: 11-36000

Chapter 11 Petition Date: April 12, 2011

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

Judge: Cecelia G. Morris

Debtor's Counsel: Lawrence F. Morrison, Esq.
                  LAWRENCE MORRISON, ATTORNEY AT LAW
                  140 East 45th Street, 19th Floor
                  New York, NY 10017
                  Tel: (212) 655-3582
                  Fax: (646) 539-3682
                  E-mail: morrlaw@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 Mohamed El-Goarany, president.


GREENBRIER COS: Announces Results to Date of Tender Offer
---------------------------------------------------------
The Greenbrier Companies, Inc., announced Wednesday that, pursuant
to the terms of its previously announced tender offer and consent
solicitation for its outstanding 8 3/8% Senior notes due 2015,
holders of $90,599,000 aggregate principal amount of the
outstanding Notes (approximately 38.55% of the total outstanding)
have validly tendered their Notes and have delivered consents for
the proposed amendments to the indenture governing the Notes prior
to the expiration of the consent date, which was 5:00 p.m.,
New York City time, on April 12, 2011.

In addition, Greenbrier announced that it has waived the condition
to acceptance of the Notes for payment set forth in its Offer to
Purchase and Consent Solicitation Statement, dated as of March 30,
2011, that the requisite consents from the holders of at least a
majority in aggregate principal amount of the outstanding Notes to
the proposed amendments to the Indenture be received and that a
supplemental indenture related thereto be executed.  Accordingly,
Greenbrier has accepted for purchase and payment all of the Notes
that were validly tendered and not validly withdrawn prior to the
Consent Payment Deadline for a price of $1,031.67 per $1,000
principal amount of Notes, which includes a consent payment of
$10.00 per $1,000principal amount of Notes, plus accrued and
unpaid interest to, but not including, the Early Settlement Date.
Payment for the Notes pursuant to the Early Settlement is expected
to be made on April 13, 2011.  The terms of the tender offer and
consent solicitation are detailed in Greenbrier's Statement and
related letter of transmittal dated as of March 30, 2011.

The tender offer and consent solicitation remains open and will
expire at 8:00 a.m., New York City time, on April 27, 2011, unless
extended.  Notes tendered and consents delivered pursuant to the
tender offer and consent solicitation may no longer be withdrawn
or revoked.  Holders who validly tender their Notes after the
Consent Payment Deadline and prior to the Expiration Time will be
eligible to receive the tender offer consideration of $1,021.67
per $1,000 principal amount of Notes, plus accrued and unpaid
interest to, but not including, the settlement date, but will not
receive the consent payment of $10.00 per $1,000 principal amount
of Notes.

Greenbrier also announced that it is issuing a notice of
redemption for any and all of its Notes that remain outstanding
after the consummation of its tender offer and consent
solicitation.  The Notes will be redeemed on May 16, 2011 at a
redemption price equal to 102.792% of the outstanding principal
amount thereof, plus accrued and unpaid interest to the redemption
date.

                         About Greenbrier Cos.

Based in Lake Oswego, Oregon, The Greenbrier Companies Inc.
operates in three primary business segments: manufacturing,
refurbishment and parts, and leasing and services.  The
manufacturing segment, operating from four facilities in the
United States, Mexico and Poland, produces double-stack intermodal
railcars, conventional railcars, tank cars and marine vessels.
The refurbishment & parts segment performs railcar repair,
refurbishment and maintenance activities in the United States and
Mexico.  The leasing & services segment owns roughly 8,000
railcars and provides management services for roughly 225,000
railcars.

                         *     *     *

As reported by the TCR on April 5, 2011, Moody's Investors Service
upgraded the ratings for The Greenbrier Companies Inc. Corporate
Family Rating to B3 from Caa1.  The upgrade of the CFR reflects
Moody's expectations that Greenbrier's earnings, revenues and
financial performance will improve over the next 12 to 18 months
as a result of growing demand for rail cars.  Greenbrier is well
position to benefit from improving industry conditions in the rail
car manufacturing and leasing businesses, where continued growth
in overall railroad freight volume will likely result in robust
demand growth for new railcars.

Greenbrier carries 'B-' issuer credit ratings from Standard &
Poor's Ratings Services.  S&P said in May 2010 that the ratings on
Greenbrier reflect the company's fair business risk profile
stemming from the cyclicality of the freight car manufacturing
industry; the dramatic decline in demand for new railcars as a
result of slower economic growth and weaker carloadings; and
limited customer diversity.  The Company, according to S&P, also
has a highly leveraged financial risk profile, marked by increased
debt balances as a result of acquisitions completed in recent
years.


GREENWICH SENTRY: Creditors Have Until May 23 to File Claims
------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York set May 23, 2011, as the deadline
for creditors of Greenwich Sentry L.P. and Greenwich Sentry
Partners L.P. to file proofs of claim.  All proofs of claim must
be filed at:

   U.S. Bankruptcy Court for Southern District of New York
   Alexander Hamilton Custom House,
   One Bowling Green, Room 534
   New York, New York 10004-1408

                      About Greenwich Sentry

Liquidators of Fairfield Sentry Limited, filed a Chapter 15
petition for Fairfield in June 2010 (Bankr. S.D.N.Y. Case No.
10-13164).  In July 2010, Kenneth Krys and Christopher Stride of
Krys & Associates (BVI) Limited, the liquidators of Fairfield
Sentry Limited, Fairfield Sigma Limited and Fairfield Lambda
Limited obtained cross-border recognition as foreign main
proceedings by the U.S. Bankruptcy Court of the funds' insolvency
proceedings, pending in the British Virgin Islands.  The
liquidators are represented in the U.S. by Brown Rudnick LLP.

Fairfield Sentry Limited was the largest "feeder fund" to Bernard
L. Madoff Investment Securities LLC, and invested approximately
95% of its assets with BLMIS.  BLMIS was placed into liquidation
proceedings in the United States in December 2008, after it was
revealed that Bernard Madoff operated BLMIS as a Ponzi scheme for
many years.  Fairfield Sigma Limited and Fairfield Lambda Limited
were both feeder funds of Fairfield Sentry Limited, and invested
all of their assets with Fairfield Sentry Limited.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection on Nov. 19, 2010 (Bankr. S.D.N.Y. Case No. 10-16229)
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.  Paul R. DeFilippo, Esq., at
Wollmuth Maher & Deutsch LLP, in New York, represents the Debtors
in the Chapter 11 cases.

Bernard L. Madoff was charged by the Securities and Exchange
Commission in December 2008 of orchestrating the largest Ponzi
scheme in history, with losses topping US$50 billion. In March
2009, Mr. Madoff pleaded guilty to 11 federal crimes and admitted
to turning his wealth management business into a Ponzi scheme.  A
trustee was appointed to liquidate and has been filing clawback
suits against investors who withdrew phony profits from Mr.
Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of $3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds invested
about $4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.

In schedules filed with the Court, Greenwich Sentry disclosed
$317,073,770 in total assets and $206,337,244 in total
liabilities.


GREENWICH SENTRY: Has Until June 17 to File Chapter 11 Plan
-----------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York extended the exclusive periods of
Greenwich Sentry L.P. and Greenwich Sentry Partners L.P. to file a
Chapter 11 plan of reorganization until June 17, 2011, and solicit
acceptances of that plan until Aug. 16, 2011.

As reported in the March 30, 2011 edition of the Troubled Company
Reporter, in justifying the requested extension, the Debtors
narrated that they consider themselves "net losers" in the SIPA
proceedings of Bernard L. Madoff Investment Securities LLC to the
extent of roughly $140 million for GS and for GSP.  The Debtors
also face an adversary proceeding, brought by Irving H. Picard,
Esq., trustee for the substantively consolidated SIPA liquidation
of BLMIS, asserting "claw back" claims against the Debtors and
others, and seeking to disallow the Debtors' claims in the BLMIS
SIPA proceeding.  The Debtors have been named as parties in
several civil actions, pending in various courts and in different
stages of litigation, arising out of their accounts at BLMIS.

The Debtors noted that they have been negotiating a settlement of
the claims of the BLMIS Trustee.  Counsel for the Debtors have
attended multiple settlement conferences and have been exchanging
proposed settlement drafts with counsel for the BLMIS Trustee and
other key parties-in-interest.  It is intended that the
settlement, when finalized, will be accomplished through a plan of
reorganization for the Debtors whose objective will be to return
maximum value to the innocent limited partners of both Debtors.

                      About Greenwich Sentry

Liquidators of Fairfield Sentry Limited, filed a Chapter 15
petition for Fairfield in June 2010 (Bankr. S.D.N.Y. Case No.
10-13164).  In July 2010, Kenneth Krys and Christopher Stride of
Krys & Associates (BVI) Limited, the liquidators of Fairfield
Sentry Limited, Fairfield Sigma Limited and Fairfield Lambda
Limited obtained cross-border recognition as foreign main
proceedings by the U.S. Bankruptcy Court of the funds' insolvency
proceedings, pending in the British Virgin Islands.  The
liquidators are represented in the U.S. by Brown Rudnick LLP.

Fairfield Sentry Limited was the largest "feeder fund" to Bernard
L. Madoff Investment Securities LLC, and invested approximately
95% of its assets with BLMIS.  BLMIS was placed into liquidation
proceedings in the United States in December 2008, after it was
revealed that Bernard Madoff operated BLMIS as a Ponzi scheme for
many years.  Fairfield Sigma Limited and Fairfield Lambda Limited
were both feeder funds of Fairfield Sentry Limited, and invested
all of their assets with Fairfield Sentry Limited.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection on Nov. 19, 2010 (Bankr. S.D.N.Y. Case No. 10-16229)
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.  Paul R. DeFilippo, Esq., at
Wollmuth Maher & Deutsch LLP, in New York, represents the Debtors
in the Chapter 11 cases.

Bernard L. Madoff was charged by the Securities and Exchange
Commission in December 2008 of orchestrating the largest Ponzi
scheme in history, with losses topping US$50 billion. In March
2009, Mr. Madoff pleaded guilty to 11 federal crimes and admitted
to turning his wealth management business into a Ponzi scheme.  A
trustee was appointed to liquidate and has been filing clawback
suits against investors who withdrew phony profits from Mr.
Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of $3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds invested
about $4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.

In schedules filed with the Court, Greenwich Sentry disclosed
$317,073,770 in total assets and $206,337,244 in total
liabilities.


GRIND COFFEE: First Bank's Collateral Valued at $350,000
--------------------------------------------------------
Bankruptcy Judge Katharine M. Samson ruled that the value of the
collateral held as security by First Bank and Trust, and,
accordingly, the amount of First Bank's allowed secured claim
against The Grind Coffee & Nosh, LLC, is $350,000.  A copy of the
Court's April 4, 2011 Memorandum Opinion and Order is available at
http://is.gd/w5gdnlfrom Leagle.com.

In March 2011, the Court denied the bank's request for relief from
the automatic stay but granted its request for adequate
protection.

The Grind Coffee & Nosh, LLC, filed for Chapter 11 protection
(Bankr. S.D. Miss. Case No. 11-50011) on Jan. 4, 2011, estimating
under $1 million in assets and debts.  The Debtor is represented
by William J. Little Jr., Esq., at Lentz & Little, PA.


GRUBB & ELLIS: Fails to Get Consents to Amend 2010 Indenture
------------------------------------------------------------
The consent solicitation of Grubb & Ellis Company with respect to
its 7.95% Senior Convertible Notes Due 2015, which the Company
initially launched on March 8, 2011, to seek the approval to amend
certain provisions in Section 9.01 of the Indenture, dated as of
May 7, 2010 which governs the Notes, expired at 5:00 p.m., New
York City time, on April 11, 2011.  The Company did not receive
the requisite consents from the holders of the Notes to amend the
Indenture and accordingly, the Indenture remains unchanged.  The
Company retains the right to re-solicit consents pursuant to a new
consent solicitation at a future date should it choose to do so.

                        About Grubb & Ellis

Santa Ana, Calif.-based Grubb & Ellis Company (NYSE: GBE)
-- http://www.grubb-ellis.com/-- is a commercial real estate
services and investment management company with over 5,200
professionals in more than 100 company-owned and affiliate offices
throughout the United States.  The Company's range of services
includes tenant representation, property and agency leasing,
commercial property and corporate facilities management, property
sales, appraisal and valuation and commercial mortgage brokerage
and investment management.

Through its investment management business, the Company is a
leading sponsor of real estate investment programs.

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$286.9 million in total assets, $255.8 million in total
liabilities, $90.1 million in 12% cumulative participating
perpetual convertible preferred stock, and a stockholders' deficit
of $59.0 million.


HARRY & DAVID: Section 341(a) Meeting Set for April 27
------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, will convene
a meeting of creditors of Harry & David Holdings Inc. and its
debtor-affiliates on April 27, 2011, at 1:00 p.m., at J. Caleb
Boggs Federal Building, 2nd Floor, Room 2112.

This is the first meeting of creditors required under Section
341(a) of the U.S. 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 Harry & David

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

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
I Shapiro, Esq., at Richards Layton & Finger, serve as the
Debtors' local counsel.  David G. Heiman, Esq.; Brad B. Erens,
Esq.; and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors'
legal counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.

The cases are jointly administered, with Harry David Holdings as
lead case.

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

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

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


HARRY & DAVID: Wants June 17, 2011 General Claims Bar Date
----------------------------------------------------------
Harry & David Holdings Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to set June 17,
2011, as the deadline for creditors to file proofs of claim.

The Debtors propose Sept. 26, 2011, as the deadline for
governmental units to file proofs of claim.

A hearing is set for April 27, 2011, at 9:30 a.m., to consider the
Debtors' request.  Objections, if any, are due April 19, 2011, at
4:00 p.m.

                         About Harry & David

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

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
I Shapiro, Esq., at Richards Layton & Finger, serve as the
Debtors' local counsel.  David G. Heiman, Esq.; Brad B. Erens,
Esq.; and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors'
legal counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.

The cases are jointly administered, with Harry David Holdings as
lead case.

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

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

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


HARRY & DAVID: Asks for Approval of Jones Day as Counsel
--------------------------------------------------------
Harry & David Holdings Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Jones Day as their counsel.

The firm will advise the Debtors of their rights, powers and
duties in continuing to operate and manage their respective
businesses and properties under chapter 11 of the Bankruptcy Code.

The firm will charge the Debtors based on the hourly rates of its
professionals:

   Professional               Designation        Hourly Rate
   ------------               -----------        -----------
   David G. Heiman, Esq.      Partner            $975
   Brad B. Erens, Esq.        Partner            $800
   Timothy W. Hoffmann, Esq.  Associate          $575
   Joseph M. Tiller, Esq.     Associate          $500
   Justin F. Carroll, Esq.    Associate          $475

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

                         About Harry & David

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

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
I Shapiro, Esq., at Richards Layton & Finger, serve as the
Debtors' local counsel.  David G. Heiman, Esq.; Brad B. Erens,
Esq.; and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors'
legal counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.

The cases are jointly administered, with Harry David Holdings as
lead case.

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

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

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


HARRISBURG, PA: Should Negotiate Before Ch. 9 Filing, Cravath Says
------------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
legal advisers for Harrisburg, Pennsylvania, said the city should
negotiate in good faith with creditors and consider selling assets
before filing for municipal bankruptcy reorganization under
Chapter 9.  Cravath Swaine & Moore LLP, which agreed in November
to represent the city at no cost, said that tax increases or cost
cutting along won't solve financial problems.

                 About Harrisburg, Pennsylvania

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg voted 5-2 on Sept. 28, 2010, to
seek professional advice on bankruptcy or State oversight.
Harrisburg needed state aid to avoid default on $3.3 million of
bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.

In November 2010, the city council tapped Cravath, Swaine and
Moore LLP as debt restructuring advisors.  Cravath is working on
"pro bono" basis.


HARVEST OAKS: Court Extends Use of Cash Collateral Through May 31
-----------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse of the United States
Bankruptcy Court, Raleigh, North Carolina authorized Harvest Oaks
Drive Associates, LLC, to continue using cash collateral on an
interim basis for its postpetition, necessary and reasonable
operating expenses through May 31, 2011, subject to certain
remaining provisions.

On Feb. 22, 2011, CSMC 2006-C5 Strickland Road LLC and its special
servicer, LNR Partners, Inc., the secured lender sought relief
from the automatic stay to exercise their state law remedies for
the Debtor's default under a note, including foreclosure.  In the
event the Court grants the Motion for Relief from Stay, the
Interim Order will cease to be effective.

On Aug. 9, 2006, the Debtor executed a promissory note amounting
$13,475,000 in favor of Column Financial, Inc.  The Note is
secured by, among other things, a Deed of Trust, Security
Agreement and Financing Statement on the Shopping Center recorded
in the Wake County Register of Deeds.

The Note, Deed of Trust, Assignment and other loan documents were
subsequently assigned to Wells Fargo, N.A., as trustee for the
registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2006-C5, and then assigned to CSMC 2006-C5 Strickland Road
LLC.

A further hearing will be held on May 18, 2011 at 10:00 a.m. at
the United States Bankruptcy Court, Raleigh, North Carolina.

                       About Harvest Oaks

Raleigh, North Carolina-based Harvest Oaks Drive Associates, LLC,
is engaged in the business of leasing retail shopping space.
Harvest Oaks Drive Associates filed for Chapter 11 bankruptcy
protection (Bankr. E.D.N.C. Case No. 10-03145) on April 21, 2010.
Trawick H Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the
Company in its restructuring effort.  The Company disclosed
$15,832,000 in assets and $14,634,161 in debts in its Schedules of
Assets & Liabilities.


HARVEST OAKS: Court Reschedules Confirmation Hearing to June 30
---------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina has continued until
June 30, 2011, at 10:00 a.m., the hearing to consider the
confirmation of Harvest Oaks Drive Associates, LLC's Plan of
Reorganization.

As reported in the Troubled Company Reporter on Aug 30, 2010,
according to the Disclosure Statement, the Plan contemplates a
continuation of the Debtor's business.  The Debtor intends to
satisfy creditor claims from income earned through operations of
its shopping center business, and from funds advanced by the
guarantors of the Wachovia obligation.

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

                       About Harvest Oaks

Raleigh, North Carolina-based Harvest Oaks Drive Associates, LLC,
filed for Chapter 11 bankruptcy protection on April 21, 2010
(Bankr. E.D. N.C. Case No. 10-03145).  Trawick H Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  In its schedules, the Company disclosed
$15,832,000 in assets and $14,634,161 in debts.


HASSEN REAL ESTATE: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hassen Real Estate Partnership
        100 North Barranca Avenue, Suite 900
        West Covina, CA 91791-1600

Bankruptcy Case No.: 11-25499

Chapter 11 Petition Date: April 10, 2011

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

Judge: Richard M. Neiter

Debtor's Counsel: Christine M. Pajak, Esq.
                  STUTMAN, TREISTER & GLATT PROFESSIONAL
                  CORPORATION
                  1901 Avenue Of The Stars, 12th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 228-5600
                  E-mail: cpajak@stutman.com

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

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

The petition was signed by Tarek Alhassen, secretary of Hassen
Real Estate Corporation, general partner.

Affiliate that simultaneously filed separate Chapter 11 petition:

        Debtor                        Case No.
        ------                        --------
Eastland Tower Partnership            11-25500

Hassen Real Estate's List of 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Athens Services                    Trade Debt               $3,390
14048 E. Valley Boulevard
City of Industry, CA 91746

Arcadia Property Services Inc.     Trade Debt               $1,950
11730 Hallwood Drive
El Monte, CA 91732

Precision Air Conditioning and     Trade Debt               $1,826
Mech Inc.
P.O. Box 8488
Long Beach, CA 90808

Southern California Edison         Trade Debt               $1,679

Newman and Nelson Inc.             Trade Debt                  $75

Suburban Water Systems             Trade Debt              unknown

Hydro Connections Inc.             Trade Debt              unknown

Encore Lighting                    Trade Debt              unknown

Ace Pelizon Plumbing               Trade Debt              unknown

Verizon California                 Trade Debt              unknown


HERCULES OFFSHORE: Lisa Rodriguez to Resign as VP Human Resources
-----------------------------------------------------------------
Lisa W. Rodriguez informed Hercules Offshore, Inc., of her
intention to resign as Vice President, Human Resources, to be
effective on a mutually agreed date prior to the Annual Meeting of
Stockholders to be held on May 10, 2011.  The Company will
consider internal candidates for the position.

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $134.59 million on
$657.48 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $91.73 million on $742.85 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.99 billion
in total assets, $1.14 billion in total liabilities and
$853.13 million in stockholders' equity.

The Troubled Company Reporter said on November 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HILTON STEIN: Former Clients' Lawsuit Goes to Trial
---------------------------------------------------
Hilton L. Stein filed a motion for summary judgment seeking
dismissal of the adversary complaint, Dr. Monica Mehta, Physical
Medicine & Rehabilitation Services, Inc., and Monica Mehta, M.D.,
P.A., v. Hilton L. Stein, Adv. Pro. No. 02-04013 (Bankr. D. N.J.),
or, in the alternative, entry of an order permitting him to submit
expert reports.  The Plaintiffs object.  They seek to have the
debt owed by the Defendant declared non-dischargeable pursuant to
11 U.S.C. Sections 523(a)(4), (a)(2)(A), and (a)(2)(B).  The
Plaintiffs' Complaint alleges that (i) the Defendant committed
fraud or defalcation while acting in a fiduciary capacity; (ii)
the Defendant procured the debt through false pretenses, a false
representation, or actual fraud; and (iii) the Defendant procured
the debt through the use of materially false written statement
respecting his financial condition.  The Plaintiffs filed a cross-
motion to compel the Defendant to pay $632.24 for photocopying and
duplicating costs incurred during discovery.

In his April 4, 2011 Opinion, Bankruptcy Judge Donald H. Steckroth
denied the Defendant's motion for summary judgment and directed
the Defendant to submit his expert reports within 45 days from the
entry of the accompanying Order.  The Plaintiffs' cross-motion to
recover costs is denied at this time.

In November 2001, the Plaintiffs retained the Defendant to pursue
a legal malpractice claim against the law firm of Blume,
Goldfaden, et al. and attorney Michael Wittenberg.  The parties
negotiated a Retainer Agreement, including a cap on fees at
$75,000.  The Plaintiffs paid the Defendant an initial sum of
$40,000.

A copy of the Court's ruling is available at http://is.gd/rJgFbD
from Leagle.com.

Approximately six months later, on June 10, 2002, the Defendant
filed a voluntary petition under chapter 11 of the Bankruptcy Code
(Bankr. D. N.J. Case No. 02-36276).  On Sept. 30, 2002, the Court
appointed a Chapter 11 Trustee.  On Nov. 18, 2002, upon motion by
the Trustee, the case was converted to one under chapter 7.


HQ SUSTAINABLE: Gets NYSE Amex Noncompliance Notice
---------------------------------------------------
HQ Sustainable Maritime Industries, Inc., has received a notice
from the NYSE Amex LLC notifying the Company that, following
resignation of its independent non-executive director and the
Chairman of the Audit Committee effective April 6, 2011 (as
disclosed in the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on April 11, 2011), the
Company was not in compliance with continued listing standards set
forth under Sections 802(a) and 803(B)(2)(a) of the Exchange
Company Guide.  The foregoing Sections require a listed company to
maintain a majority of independent directors on its Board of
Directors and at least three independent directors on the
company's Audit Committee.  The Exchange staff noted that the
Company will have until the earlier of (i) its next annual
shareholder meeting or (ii) April 6, 2012, to regain compliance
with the foregoing continued listing requirements.  The Company
has commenced its search for a candidate to fill in the vacancy
resulting from the director resignation and will endeavor to
complete the process and appoint such replacement to the Board and
the Audit Committee as soon as practicable.

The Company was previously notified that it was not in compliance
with continued listing standards set forth under Sections 134 and
1101 of the Exchange Company Guide since the Company was yet to
file its Annual Report on Form 10-K for the fiscal year ended Dec.
31, 2010.  The trading in the Company's securities remains halted.
A .BC indicator will be attached to the Company's ticker symbol in
addition to the .LF indicator previously appended.

                    About HQ Sustainable Maritime

HQ Sustainable Maritime Industries, Inc., produces and markets
health products derived from marine based raw materials as well as
Tilapia resulting from vertically integrated operations. HQS
practices cooperative farming of sustainable aquaculture, produces
all-natural enriched feeds, Tilapia value added products and
health products. The Company markets its nutraceutical and health
products, including its "Omojo" branded health products through
retail and franchise sales in China.  Some of these products are
now being introduced to the United States.  The World Brand
Laboratory and also the China Health Care Association have
recognized these as China leading Health product brands.  The
Company produces and sells certified, value added Seafood
products, including "Gluten Free" "Lillian's Healthy Gourmet"
products in the United States through its Seattle based affiliate.
US based sales have been expanded to include "Omojo" health
products.


HSRE-CDS I: Has Interim Access to Cash Collateral Until May
-----------------------------------------------------------
HSRE-CDS I, LLC, sought and obtained interim authorization from
the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to use the cash collateral until May 2011.

As of Dec. 31, 2009, the Debtor entered into an amended and
restated loan agreement with KeyBank National Association, whereby
the Lender agreed to make a loan to the Debtor in the principal
amount of $22,089,187 with an initial maturity date of Dec. 31,
2011.  The Loan is secured by mortgages and deeds of trust
encumbering all of the Debtor's properties in favor of the Lender.
The Debtor is currently indebted on the Loan in the approximate
amount of $22 million plus accrued and unpaid interest and costs
and fees.  On March 30, 2011, the Lender is believed to have sold,
transferred, or assigned the prepetition loan documents to
Gulfstream Capital Partners or special purpose entity GB HoldCo,
LLC.

R. Craig Martin, Esq., at DLA Piper LLP (US), explained that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.  The Debtor will use the collateral pursuant to
a budget, a copy of which is available for free at:

           http://bankrupt.com/misc/HSRE-CDS_budget.pdf

In exchange for using the cash collateral, the Debtor will grant
the Lender adequate protection to the extent of any diminution of
the Lender's interest as of the Petition Date, in the form of
additional and replacement security interests in and liens upon
certain of the Debtor's prepetition and postpetition property and
assets.

                        GB HoldCo Objection

GB HoldCo objected to the Debtor's use of cash collateral, saying
that the Chapter 11 proceeding is an ill-conceived attempt by the
Debtor to derail GB HoldCo's foreclosure of the Debtor's real
property in Missouri that has no ability to service the secured
debt with which it is encumbered.  "With no strategy in place to
satisfy its mortgage indebtedness -- presently in excess of
$22 million -- the Debtor now seeks this Court's countenance in
delaying GB HoldCo's attempts to execute on its collateral under
the guise of a purported reorganization effort.  In reality, this
is a classic two-party dispute/bad faith filing initiated one day
before a scheduled foreclosure.  Accordingly, in the near term, GB
HoldCo intends to move for the entry of an order: (a) dismissing
the Debtor's Chapter 11 petition . . .  or, alternatively, (b)
granting relief from the automatic stay," GB HoldCo stated.  GB
HoldCo possess valid mortgage liens on the Debtor's real property
in Missouri and Louisiana, which have been in default for over one
year.

GB HoldCo said that because it holds a present and absolute
assignment of rents and income from the Debtor, the Debtor lacks
any ownership interest in those rents and income.  "As such, the
Debtor's rental revenue from its real estate is not cash
collateral, requiring denial of the cash collateral motion," GB
HoldCo stated.

GB HoldCo asked that the Debtor immediately turn over to GB HoldCo
that portion of the collateral constituting cash collateral that
is in the Debtor's possession or in any accounts at any financial
institutions or otherwise under the Debtor's control.  GB HoldCo
also wanted the Debtor to segregate and account for any and all
cash collateral presently in its possession and control, or
hereafter received by the debtor, or any entity under the Debtor's
control, from any source whatsoever, and to turn over to GB HoldCo
any additional cash collateral as collected and segregated.

                          Final Hearing

The Court has set a final hearing for May 10, 2011, at 11:00 a.m.
(Eastern time) on the Debtor's request for authorization to use
cash collateral.

                         About HSRE-CDS I

Irving, Texas-based HSRE-CDS I, LLC, is a real estate company
engaged in the acquisition, ownership, operation, management,
leasing, financing, mortgaging and selling of real property.

HSRE-CDS I filed for Chapter 11 bankruptcy protection on March 31,
2011 (Bankr. D. Del. Case No. 11-10972).  The Debtor has not had
sufficient time to discuss with the new lender the terms and
conditions to use any cash collateral.  The bankruptcy case will
allow the Debtor the breathing room to negotiate with the new
lender about issues likely to be key in this case.

R. Craig Martin, Esq., at DLA Piper LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $10 million to
$50 million.


HSRE-CDS I: Has Nod to Pay Critical Vendors' Prepetition Claims
---------------------------------------------------------------
HSRE-CDS I, LLC, sought and obtained authorization from the Hon.
Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware to pay $10,000 prepetition claims of critical vendors.

According to the Debtor, the Critical Vendors provide services
that are essential in making the Debtor's real property safe and
comfortable places to live for the tenants.  As the owner of
properties housing exclusively college students, the Debtor must
be able to have the properties cleaned, maintained and repaired
immediately, and as necessary, even if it is in the middle of the
night, or over a weekend.

In particular, software provider RealPage, Inc., is the sole-
source servicer of the type of property management software the
Debtor uses in operating its properties.  This software tracks
tenants lease terms and payments and also includes many added
services like background checks, credit card processing, and
tracking of each tenants payments.  The software also provides
tenant ledger accounting, allowing the Debtor to record and track
which tenants are delinquent on their rent payments.  With many of
the tenants utilizing credit cards to pay rent, any delay or
disruption in the software provider's service would result in
immediate harm to the Debtor's ability to maintain operations.

Most of the companies that the Debtor anticipates it may  have to
treat as Critical Vendors are smaller local entities, like lawn-
moving companies or cleaning companies, which requires the Debtor
to prepay or pay at the time of service, for the Critical Vendor
to continue to service the Debtor.

The Debtor will treat as Critical Vendors those vendors that
provide uniquely essential services to the Debtor's operations.

                         About HSRE-CDS I

Irving, Texas-based HSRE-CDS I, LLC, is a real estate company
engaged in the acquisition, ownership, operation, management,
leasing, financing, mortgaging and selling of real property.

HSRE-CDS I filed for Chapter 11 bankruptcy protection on March 31,
2011 (Bankr. D. Del. Case No. 11-10972).  The Debtor has not had
sufficient time to discuss with the new lender the terms and
conditions to use any cash collateral.  The bankruptcy case will
allow the Debtor the breathing room to negotiate with the new
lender about issues likely to be key in this case.

R. Craig Martin, Esq., at DLA Piper LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $10 million to
$50 million.


IMPACT CASH: Rocky Mountain Advisory's Miller Named as Receiver
---------------------------------------------------------------
District Judge Dale Kimball appointed Gil A. Miller of Rocky
Mountain Advisory, LLC as receiver for Impact Cash, LLC and Impact
Payment Systems, LLC, in the case, SEC, v. John Scott Clark, et
al. Civil No. 1:11-cv-46 (D. Utah).  The District Court also froze

District Judge Dale Kimball appointed Gil A. Miller of Rocky
Mountain Advisory, LLC as receiver for Impact Cash, LLC and Impact
Payment Systems, LLC, in the case, SEC, v. John Scott Clark, et
al. Civil No. 1:11-cv-46 (D. Utah).  The District Court also froze
the company's assets and barred the destruction of documents.  A
copy of the District Court's April 1, 2011 order is available at
http://is.gd/qzLst0from Leagle.com.

As reported by the Troubled Company Reporter on March 30, 2011,
the U.S. Securities and Exchange Commission obtained a court order
freezing the assets of two online payday loan companies and their
owner charged with perpetrating a $47 million offering fraud and
Ponzi scheme.  The SEC alleges that John Scott Clark of Hyde Park,
Utah, promised investors astronomical annual returns of 80% on
their investments in his companies -- Impact Cash LLC and Impact
Payment Systems LLC.  Investors were told their money would be
kept in separate bank accounts and used to fund payday loans and
other aspects of the companies' operations.  However, Mr. Clark
instead commingled investor funds into a single pool and used them
to make unauthorized investments, pay fictitious profits to
earlier investors, and finance his own lavish lifestyle.


INDALEX LIMITED: Union Wins Landmark Court Ruling on Pensions
-------------------------------------------------------------
The United Steelworkers union has won a landmark legal decision
forcing Indalex Limited to honor pension obligations to employees.

The Court of Appeal for Ontario ruled last Thursday that Indalex
Limited did not fulfill its fiduciary duties to employees when the
company filed for protection from creditors under the Companies'
Creditors Arrangement Act (CCAA) in 2009.

The ruling, which will benefit United Steelworkers (USW) members
who worked at a former Indalex operation in Quebec, sets a
precedent for providing greater benefits to pension plan members
in cases of corporate insolvency.   In many past cases, employees
and pensioners have suffered drastic reductions in their pensions,
as corporate assets were distributed first to creditors ranked
ahead of pension plans.

Toronto-based Indalex Limited, an aluminum extrusions
manufacturer, wound up its employee pension plan on Dec. 31, 2006.
At that time, the plan was underfunded.

In 2009, Indalex filed for CCAA protection and obtained interim
financing to continue operations while it sought to sell its
assets.  Indalex sold substantially all of its assets in a court-
approved sale on July 20, 2009.

At the hearing that approved the 2009 sale, the USW argued the
company should use proceeds of the sale to satisfy pension plan
deficiencies. The CCAA judge rejected those arguments, prompting
the appeal by the USW and other pension plan members.
In a unanimous ruling issued, a three-judge panel of the Court of
Appeal upheld the USW's appeal.

"Indalex knew that the plans were under-funded and that unless
more funds were put into the plans, pensions would have to be
reduced," Madam Justice Eileen Gillese stated in the court's
decision.

"The decisions that Indalex was unilaterally making had the
potential to affect the plans' beneficiaries' rights, at a time
when they were particularly vulnerable."

                             About NUPGE

The National Union of Public and General Employees (NUPGE) is one
of Canada's largest labour organizations with over 340,000
members.


INDIANAPOLIS DOWNS: Has Court's Nod to Hire Epiq as Claims Agent
----------------------------------------------------------------
Indianapolis Downs, LLC, et al., sought and obtained authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent, nunc pro tunc to the Petition Date.

Epiq will, among other things:

     a. prepare and serve required notices in the Debtors'
        bankruptcy cases;

     b. assist the Debtors with administrative tasks in the
        preparation of schedules of assets and liabilities and
        statements of financial affairs;

     c. maintain copies of proofs of claim and proofs of interest
        filed; and

     d. provide temporary employees to process claims, as
        necessary.

Epiq will be paid based on the hourly rates of its professionals:

        Clark                                      $34-$51
        Case Manager (Level 1)                    $106-$149
        IT Programming Consultant                 $119-$161
        Case Manager (Level 2)                    $157-$187
        Senior Case Manager                       $191-$234
        Senior Consultant                           $250

A copy of the Debtors' service agreement with Epiq is available
for free at:

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

Joseph N. Wharton, Esq., vice president and senior consultant at
Epiq, assures the Court that the firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

                     About Indianapolis Downs

Indianapolis Downs, LLC, operates a "racino," which is a combined
race track and casino, at a state-of-the-art 283 acre Shelbyville,
Indiana site.  It also operates two satellite wagering facilities
in Evansville and Clarksville, Indiana.  Total revenue for 2010
was $270 million, representing an 8.7% increase in 2009.  The
casino captured 53% of the Indianapolis market share.

Indianapolis Downs was granted a permit to conduct a horse track
operation in Shelvyville, Indiana, in July 2001, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs, LLC, and subsidiary, Indianapolis Downs
Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011.

Indianapolis Downs estimated $500 million to $1 billion in assets
and up to $500 million in debt as of the Chapter 11 filing.
According to a court filing, the Debtor owes $98,125,000 on a
first lien debt.  It also owes $375,000,000 on secured notes and
$72,649,048 on subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors.  Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel.  Lazard Freres & Co. LLC is the
investment banker.  Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel.  Kobi Partners, LLC,
is the restructuring services provider.  FD U.S. Communications,
Inc., is the corporate communications consultant.


INDIANAPOLIS DOWNS: Taps Greenberg Traurig as Bankruptcy Counsel
----------------------------------------------------------------
Indianapolis Downs, LLC, et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ the
law firm of Greenberg Traurig, LLP, as bankruptcy counsel, nunc
pro tunc to the Petition Date.

Greenberg Traurig can be reached at:

                  Matthew L. Hinker, Esq.
                  Scott D. Cousins, Esq.
                  Victoria Watson Counihan, Esq.
                  Greenberg Traurig, LLP
                  The Nemours Building
                  1007 North Orange Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (703) 661-7668
                  Fax: (302) 661-7000
                       (302) 661-7360
                  E-mail: hinkerm@gtlaw.com
                          bankruptcydel@gtlaw.com

Greenberg Traurig has advised the Debtors that the current hourly
rates applicable to the principal attorneys and paralegals
proposed to represent the Debtors are:

          Professional                      Rater Per Hour
          ------------                      --------------
        Nancy A. Mitchell                       $945
        David D. Cleary                         $595
        Maria DiConza                           $805
        Scott D. Cousins                        $755
        Victoria W. Counihan                    $665
        Kevin D. Finger                         $620
        Elizabeth M. Connolly                   $420
        James P. Madigan                        $405
        Matthew L. Hinker                       $315
        Kami Hoskins                            $255
        Elizabeth Thomas                        $235

Other attorneys and paralegals will render services to the Debtors
as needed.  Generally, Greenberg Traurig's hourly rates are in
these ranges:

          Professional                      Rater Per Hour
          ------------                      --------------
        Shareholders                         $340-$1,100
        Of Counsel                           $360-$935
        Associates                           $175-$610
        Legal Assistants/Paralegals           $60-$310

To the best of the Debtors' knowledge, assures the Court that the
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

                     About Indianapolis Downs

Indianapolis Downs, LLC, operates a "racino," which is a combined
race track and casino, at a state-of-the-art 283 acre Shelbyville,
Indiana site.  It also operates two satellite wagering facilities
in Evansville and Clarksville, Indiana.  Total revenue for 2010
was $270 million, representing an 8.7% increase in 2009.  The
casino captured 53% of the Indianapolis market share.

Indianapolis Downs was granted a permit to conduct a horse track
operation in Shelvyville, Indiana, in July 2001, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs, LLC, and subsidiary, Indianapolis Downs
Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011.

Indianapolis Downs estimated $500 million to $1 billion in assets
and up to $500 million in debt as of the Chapter 11 filing.
According to a court filing, the Debtor owes $98,125,000 on a
first lien debt.  It also owes $375,000,000 on secured notes and
$72,649,048 on subordinated notes.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, is the conflicts counsel.  Lazard Freres &
Co. LLC is the investment banker.  Bose Mckinney & Evans LLP and
Bose Public Affairs Group LLC serve as special counsel.  Kobi
Partners, LLC, is the restructuring services provider.  FD U.S.
Communications, Inc., is the corporate communications consultant.
Epiq Bankruptcy Solutions is the claims and notice agent.


INDIANAPOLIS DOWNS: Wants Polsinelli Shughart as Conflicts Counsel
------------------------------------------------------------------
Indianapolis Downs, LLC, et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
Polsinelli Shughart PC as special conflicts counsel to the
Debtors, nunc pro tunc to the Petition Date.

Polsinelli will represent the Debtors regarding matters the
Debtors' lead bankruptcy counsel, Greenberg Traurig, LLP, will be
unable to handle due to a conflict of interest, including issues
related to a debtor-in-possession financing facility with Wells
Fargo Bank, N.A., and any issues that may arise with The Cordish
Company and International Gaming Technology. Polsinelli will work
closely with Greenberg Traurig and the Debtors are confident that
the assignment of tasks will be maintained efficiently and with a
clear delineation of duties in order to prevent the duplication of
efforts.

Polsinelli has advised the Debtors that the current hourly rates
applicable to the principal attorneys and paralegals proposed to
represent the Debtors are:

             Professional                     Rate Per Hour
             ------------                     -------------
          Christopher A. Ward                     $425
          Justin K. Edelson                       $255
          Shanti M. Katona                        $255

Other attorneys and paralegals will render services to the Debtors
as needed.  Polsinelli's hourly rates are in these ranges:

             Professional                     Rate Per Hour
             ------------                     -------------
          Attorneys                             $200-$500
          Paralegals                              $185

To the best of the Debtors' knowledge, Polsinelli is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                     About Indianapolis Downs

Indianapolis Downs, LLC, operates a "racino," which is a combined
race track and casino, at a state-of-the-art 283 acre Shelbyville,
Indiana site.  It also operates two satellite wagering facilities
in Evansville and Clarksville, Indiana.  Total revenue for 2010
was $270 million, representing an 8.7% increase in 2009.  The
casino captured 53% of the Indianapolis market share.

Indianapolis Downs was granted a permit to conduct a horse track
operation in Shelvyville, Indiana, in July 2001, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs, LLC, and subsidiary, Indianapolis Downs
Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011.

Indianapolis Downs estimated $500 million to $1 billion in assets
and up to $500 million in debt as of the Chapter 11 filing.
According to a court filing, the Debtor owes $98,125,000 on a
first lien debt.  It also owes $375,000,000 on secured notes and
$72,649,048 on subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors.  Lazard
Freres & Co. LLC is the investment banker.  Bose Mckinney & Evans
LLP and Bose Public Affairs Group LLC serve as special counsel.
Kobi Partners, LLC, is the restructuring services provider.  FD
U.S. Communications, Inc., is the corporate communications
consultant.  Epiq Bankruptcy Solutions is the claims and notice
agent.


INFOLINK GROUP: Trustee Directed to Re-Issue Stock Certificate
--------------------------------------------------------------
WestLaw reports that a Chapter 11 debtor's majority shareholder
received the stock certificates individually, in his own name and
right, separate and apart from his spouse, contrary to his
assertion that he, along with his wife, held the certificates as
tenants by the entirety, shielding them from levy.  Therefore, an
order directing the debtor to re-issue the shares of stock
previously issued to the shareholder and to deliver the re-issued
stock certificates to the police for further disposition in aid of
the execution of a state-court judgment against the shareholder,
as requested by the judgment creditor and authorized by a state
statute, was warranted.  In re Infolink Group, Inc., --- B.R. ----
, 2011 WL 799770 (Bankr. S.D. Fla.).

A copy of the Honorable A. Jay Cristol's Order dated Feb. 24,
2011, is available at http://is.gd/HUZseBfrom Leagle.com.

Infolink Group, Inc., fka Infolink.com, Inc., and Infolink
Information Services, Inc., filed chapter 11 petitions (Bankr. D.
Del. Case Nos. 10-10981 and 10-10982) on Mar. 24, 2010, and the
cases were transferred (Bankr. S.D. Fla. Case Nos. 10-26423 and
10-26436) to Florida on June 2, 2010.  Drew M. Dilworth in Miami,
Fla., serves as the Chapter 11 Trustee in the Debtors' cases, and
is represented by  Allison R. Day, Esq. -- aday@gjb-law.com -- and
Carlos E. Sardi, Esq. -- csardi@gjb-law.com -- at Genovese Joblove
& Battista, P.A., and Geoffrey S. Aaronson, Esq. --
gaaronson@aspalaw.com -- in Miami, Fla.


JOHN STOKES: U.S. Trustee Suit Goes to Trial
--------------------------------------------
In United States Trustee, v. John Patrick Stokes, No. 09-60265-7,
Adv. Pro. No. 10-00063 (Bankr. D. Mont.), the U.S. Trustee seeks
summary judgment against Mr. Stokes under Counts One-through-Six
of the U.S. Trustee's complaint.  The U.S. Trustee seeks summary
judgment in Count One to deny Mr. Stokes' discharge under 11
U.S.C. Sec. 727(a)(2) for concealment of transfers or assets;
Count Two under Sec. 727(a)(4)(A) for false oath or account; Count
Three under Sec. 727(a)(4)(B) for presenting or using a false
claim; Count Four under Sec. 727(a)(4)(C) for attempt to gain
advantage; Count Five under Sec. 727(a)(5) for failure to explain
loss of assets; Count Six under Sec. 727(a)(6)(A) for refusal to
obey an order of the Court.  Mr. Stokes objects that genuine
issues of material fact remain with respect to all six Counts.  He
contends that he relied on his former attorney to prepare his
original schedules, and that the U.S. Trustee failed to show
genuine absence of material fact as to his intent under Sec.
727(a)(2) and Sec. 727(a)(4)(A), and the Court should not draw the
inferences of intent as requested by the U.S. Trustee in deciding
summary judgment.

In his April 11, 2011 Memorandum of Decision, Bankruptcy Judge
Ralph B. Kirscher denied the U.S. Trustee's request for failure to
satisfy the heavy burden under Fed. R. Civ. P. 56(a) (applicable
in adversary proceedings under Fed. R. Bankr. P. 7056) to show
that there is no genuine issue as to any material fact.  A copy of
the Court's ruling is available at http://is.gd/dEWuZZfrom
Leagle.com.

John Stokes owned a Kalispell radio station.  He filed for
Chapter 11 bankruptcy protection (Bankr. D. Mont. Case No.
09-60265-7) on March 4, 2009.  Mr. Stokes' bankruptcy filing
included his two unregistered corporations, Z-600 Inc. and Skyline
Broadcasting.  In September 2009, the Bankruptcy Court denied Mr.
Stokes' bid to withdraw his Chapter 11 bankruptcy filing and
instead granted the U.S. Trustee's motion to convert the
bankruptcy to Chapter 7.


KMC REAL ESTATE: Files List of Five Largest Unsecured Creditors
---------------------------------------------------------------
KMC Real Estate Investors LLC has filed with U.S. Bankruptcy Court
for the Southern District of Indiana its list of five largest
unsecured creditors, disclosing:

  Entity                        Nature of Claim       Claim Amount
  ------                        ---------------       ------------
Healthcare Practice Consultants   Accounting         $6,732
3220 Office Pointe Place          services
Suite 100                         rendered
Louisville, KY 40220-5444

Branch Banking and Trust Co.      4601 Medical      Undetermined
401 West Main Street              Plaza
Louisville, KY 40202              Way, Clarksville
                                  Indiana
                                 (Hospital         (Undetermined
                                  Building and      secured)
                                  Land)
                                  together with
                                  all personal
                                  property/hospital
                                  equipment

Cardinal Health                                     Undetermined
7000 Cardinal Place                                (Undetermined
Dublin, OH 43017                                    secured)

Clark County Treasurer            4601 Medical      Undetermined
                                  Plaza            (Undetermined
                                  Way, Clarksville  secured)
                                  Indiana-Lot
                                  Number 2 in
                                  Veteran's Village,
                                  at the same
                                  appears of record
                                  in Plat Book 14,
                                  Page 79, recorded

Rialto Capital Advisors           4601 Medical      Undetermined
                                  Plaza            (Undetermined
                                  Way, Clarksville  secured)
                                  Indiana (Hospital
                                  Building and Land)
                                  together with all
                                  personal
                                  property/hospital
                                  equipment

Clarksville, Indiana-based KMC Real Estate Investors LLC filed for
Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. S.D.
Ind. Case No. 11-90930).  Gary Lynn Hostetler, Esq., Courtney
Elaine Chilcote, Esq., and Jeffrey A. Hokanson, Esq., at Hostetler
& Kowalik, P.C., serve as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $100 million to $500 million.

Affiliate Kentuckiana Medical Center, LLC, previously sought
Chapter 11 protection on Sept. 9, 2010 (Bankr. S.D. Ind. Case No.
10-93039).


KMS II: M&I Guaranty Action Goes to Sarasota County Court
---------------------------------------------------------
M&I Marshall & Ilsley Bank, v. Marvin I. Kaplan, et al., Case No.
8:11-cv-352-T-23TGW (M.D. Fla.), sued the guarantors of a note
issued to the plaintiff's predecessor in interest and moved for
summary judgment.  After the initiation of the action but before
the motion for summary judgment, the primary obligor on the note,
KMS II, LLC, filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code.  On the morning of the summary judgment
hearing the defendants removed the action to the United States
Bankruptcy Court for the Middle District of Florida, Tampa
Division.  The plaintiff moves to remand and asserts (1) that the
removal is "an obvious attempt to forum shop and delay entry of
summary judgment" and (2) that "substantial discovery has been
propounded in the State Court Action, significant motion practice
has taken place with respect to such discovery, a magistrate has
been appointed to hear discovery motions and other matters agreed
to by the parties; in other words, the State Court Action has been
quite active since it has been filed."

Instead of responding to the motion to remand, the defendants move
"to (1) refer and transfer [the] matter to the United States
Bankruptcy Court for the Middle District of Florida, Tampa
Division, and (2) extend time to respond to motion for remand."
The defendants assert that "[t]his removed case is essentially a
collateral attack by M&I MARSHALL & ILSLEY BANK . . . against the
Defendants and is designed to circumvent the reorganization
process in the KMS II, L.L.C. Chapter 11 case."

In his April 6, 2011 Order, District Judge Steven D. Merryday
granted the motion to remand, sending the action to the Circuit
Court for Sarasota County, Florida, and denied the motion to
transfer to bankruptcy court.  A copy of the Court's ruling is
available at http://is.gd/H7ZD1efrom Leagle.com.

                          About KMS II

KMS II, LLC, in Sarasota, Florida, filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 10-30506) on Dec. 23, 2010, represented
by David S. Jennis, Esq. -- ecf@jennisbowen.com -- at Jennis &
Bowen, P.L.  In its petition, the Debtor listed $1 million to $10
million in both assets and debts.

Affiliate AlphaRock, LLC, filed a Chapter 11 petition (Bankr. M.D.
Fla. Case No. 09-11888) on June 5, 2009.


LA JOLLA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: La Jolla UTC Corp
        P.O. Box 1300
        La Jolla, CA 92038

Bankruptcy Case No.: 11-05973

Chapter 11 Petition Date: April 11, 2011

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Vincent Renda, Esq.
                  RENDA LAW OFFICES, P.C.
                  12626 High Bluff Drive, Suite #330
                  San Diego, CA 92130
                  Tel: (858) 755-2600
                  Fax: (858) 755-2626
                  E-mail: vr@rendalawoffices.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/casb11-05973.pdf

The petition was signed by Anthony Renda, president.


LAWRENCE KASSOVER: Plan Trustee Fails in Bid to Reopen Case
-----------------------------------------------------------
District Judge Shira A. Scheindlin affirmed a bankruptcy court
ruling denying R. Peyton Gibson's motion for an order to reopen
the bankruptcy case of Lawrence Kassover.

On May 1, 1998, Lawrence Kassover filed a petition for
reorganization under Chapter 11 of the United States Bankruptcy
Code.  The following month, the Bankruptcy Court approved R.
Peyton Gibson's appointment as Chapter 11 Trustee.  In June 2000,
the Bankruptcy Court issued an order confirming Ms. Gibson's First
Amended Plan of Reorganization.  The Plan called for the
liquidation of the Debtor's assets through a liquidating trust and
for Ms. Gibson to act as liquidating trustee.

At the time of the filing, the Debtor owned two principal assets
-- an undivided one-quarter interest in various real property and,
a 5.66% interest in The Garden City Company, Inc.  GCC was a
closely-held corporation controlled primarily by members of the
Debtor's extended family including the Debtor's cousin, and party
to an action, Philip Kassover.  The Plan required Ms. Gibson to
"marshal, liquidate, and distribute" the Debtor's shares in GCC.
To maximize the value of the Debtor's shares, the Plan authorized
Ms. Gibson to pursue the disposition of GCC, as a whole, subject
to the approval of the GCC shareholders and the Bankruptcy Court.

In July 2002, both the Bankruptcy Court and a majority of the GCC
shareholders approved a merger between GCC and Prism Venture
Partners, LLC.  Prism agreed to pay $2,000 per share to each GCC
shareholder to effectuate the merger.  The Merger Agreement
provided for Ms. Gibson to act as the Disbursing Agent responsible
for holding the Merger Consideration in trust.  It further
authorized Ms. Gibson to distribute the Merger Consideration to
the former shareholders upon the production of certain
documentation and the satisfaction of all monetary obligations
owed by each shareholder to GCC.  The merger was consummated on
August 23, 2002, and the surviving corporation was named Garden
City.

As Disbursing Agent, Ms. Gibson disbursed the full Merger
Consideration to each of the former shareholders for their shares
in GCC with the exception of Philip Kassover, Ruth Kassover, and
the Estate of Nathan Kassover.  Allegedly, in June 2003, Garden
City instructed Ms. Gibson to withhold the Merger Consideration
owed the Kassovers and the Nathan Kassover Estate due to both
their failure to provide certain documentation and their
outstanding monetary obligations owed to Garden City.  Several
months later, Ms. Gibson distributed $322 per share to the Nathan
Kassover Estate and $169 per share to Philip.

In July 2005, the Kassovers, in their individual capacity and as
executors of the Nathan Kassover Estate, filed suit in New York
state court against Prism, Garden City, Ms.  Gibson and the other
shareholders alleging twelve state law claims.  Among these, were
two claims brought against Ms. Gibson for breach of contract and
breach of fiduciary duty in both her representative and personal
capacity for her failure to disburse the full Merger
Consideration.

In August 2005, Ms. Gibson removed the action to federal court
where it was referred to the Bankruptcy Court.  The Kassovers
subsequently moved to remand the action to state court.  The
Bankruptcy Court held that the state claims lacked a close nexus
to the bankruptcy proceeding and that the Bankruptcy Court had not
retained post-confirmation subject matter jurisdiction over the
dispute.  The Bankruptcy Court further noted that the Kassovers
were suing Ms. Gibson in her role as Disbursing Agent -- rather
than in her role as liquidating trustee -- and any liability
incurred as Disbursing Agent would have no effect on the Debtor's
estate or the liquidating trust.  The Bankruptcy Court remanded
the action to New York state court on January 12, 2006.

Upon remand, Ms. Gibson moved to dismiss the claims and asserted
various affirmative defenses and counterclaims alleging that the
Kassovers were not entitled to the Merger Consideration for
failing to satisfy the preconditions established in the Merger
Agreement.  On January 19, 2007, the Supreme Court of New York
(Freedman, J.) denied Ms. Gibson's motion to dismiss the breach of
contract claim but dismissed the breach of fiduciary duty claim.
On September 25, 2007, the court dismissed all of Ms. Gibson's
counterclaims.  The Appellate Division, First Department affirmed
both these rulings on July 22, 2008.

On July 2, 2008, the Supreme Court of New York (Freedman, J.)
granted the Kassovers' motion for partial summary judgment on the
breach of contract claim against Ms. Gibson in her representative
capacity but dismissed the breach of contract claim against Ms.
Gibson in her individual capacity.  On June 9, 2009, the Supreme
Court of New York (Kapnick, J.) entered judgment against Ms.
Gibson in the amount of $1,825,598.  In May 2010, the Appellate
Division, First Department upheld the judgment against Ms. Gibson,
amended the amount, and reinstated the breach of contract claim
against her in her personal capacity.  The Court of Appeals denied
Ms. Gibson leave to appeal on September 14, 2010 and the single
remaining breach of contract claim is currently proceeding to
trial.

On March 23, 2010, in response to a motion by Ms. Gibson, the
Bankruptcy Court signed a Final Decree37 discharging Ms. Gibson as
trustee and, on August 6, 2010, closed the bankruptcy proceeding.
Less than two weeks later, on August 19, 2010, Ms. Gibson moved
the Bankruptcy Court to reopen the proceedings pursuant to section
350 of the Bankruptcy Code.  Ms. Gibson requested the reopening to
thereafter seek a ruling enforcing the release provisions of the
Plan, Confirmation Order and Final Decree.  Ms. Gibson contends
that the release provisions in the Plan, Confirmation Order and
Final Decree pertaining to her role as Trustee and Liquidating
Trustee apply equally to her role as Disbursing Agent pursuant to
the Merger Agreement and, therefore, immunize her from the
currently pending state court action.

On October 27, 2010, after full briefing and a hearing, the
Bankruptcy Court (Liflind, J.) denied Ms. Gibson's motion in its
entirety.  The Bankruptcy Court held that reopening was
inappropriate because both it and the state court had repeatedly
ruled that "Gibson's role as Disbursing Agent was separate and
apart from her role as Liquidating Trustee."  The Bankruptcy Court
concluded that it had "no subject matter jurisdiction over the
issue of whether Gibson can be held personally liable for her role
as Disbursing Agent, which is before the State Court in an action
that was remanded . . . in 2006."

The case before the District Court is In re Lawrence Kassover, No.
10 Civ. 9366 (S.D.N.Y.).  A copy of the Court's April 4, 2011
Opinion and Order is available at http://is.gd/QbRkqbfrom
Leagle.com.


LEE ENTERPRISES: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned Davenport,
Iowa-based Lee Enterprises Inc. its preliminary 'B' corporate
credit rating.  The rating outlook is negative.

"At the same time, we assigned our preliminary 'B' rating (the
same as the corporate credit rating) to the company's offering
of $675 million first-priority lien senior secured notes due
2017 with a preliminary recovery rating of '3', indicating our
expectation of meaningful (50%-70%) recovery for lenders in
the event of a payment default.  We also rated the company's
second-priority lien senior secured notes due 2018 a preliminary
'CCC+', with a preliminary recovery rating of '6', indicating
negligible (0%-10%) recovery for lenders," S&P stated.

The company will use proceeds from the transaction to refinance
its existing unrated debt maturing April 2012.

"The preliminary 'B' corporate credit rating on Lee reflects our
expectation of secular declines in EBITDA, credit measures, and
liquidity over the near-to-intermediate term," said Standard &
Poor's credit analyst Hal F. Diamond.  Under our base case
scenario, revenue will decline at a low- to mid-single-digit
percent rate and EBITDA will fall at a mid-single-digit
percent pace in the fiscal year ending September 2011 due to
continuing print advertising revenue declines, only partially
offset by a slight reduction in operating expenses," S&P noted.

"We also believe that revenues could decline in the mid-single
digits in fiscal 2012," added Mr. Diamond, "while EBITDA could
fall in the low-double-digit range, as it may be increasingly
difficult for the company to realize additional cost reductions."


LEHMAN BROTHERS: Committee Backs $809MM Acquisition of Pine Notes
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Lehman Brothers'
cases tells the Bankruptcy Court that it has analyzed
independently Lehman Commercial Paper Inc.'s proposed acquisition
of the Pine Notes for approximately $809 million.  Appreciating
the sheer size and significance of the transaction, the Committee
says it concurs with the Debtors that the Proposed Transaction is
economically favorable to the estates.  The Committee says it also
agrees with LCPI's decision to maximize value by acquiring 100%
control of Pine through an acquisition of all of the Pine Notes
owned both by Barclays and LBHI followed by an unwind of the Pine
securitization.

Accordingly, the Committee supports the Debtors' request and asks
the Court to approve the Proposed Transaction.

David Walsh filed a supplement to his declaration in support of
the Debtors' request.  He stated that he has concluded that the
purchase price of the Barclays Notes and the LBHI Notes is fair
and reasonable, and affords LCPI the opportunity for substantial
profit from the cash flows generated by the Underlying Assets.

                     Notes Issued by Pine CCS

As reported in the March 29, 2011 edition of the Troubled Company
Reporter, Lehman Commercial Paper Inc. seeks approval from the
U.S. Bankruptcy Court for the Southern District of New York to
purchase notes issued by Pine CCS, Ltd.

LCPI plans to purchase more than $927 million worth of Class A-1
notes from Barclays Bank PLC, and $4 million worth of Class A-1
notes from Lehman Brothers Holdings Inc.

The Barclays notes will be sold for only $805 million, of which a
large portion is held by the trustee, U.S. Bank N.A., and by LCPI
on behalf of Pine CCS.  As of February 28, 2011, about $261
million of the purchase price is held by the trustee.

A substantial portion of the purchase price is also held by LCPI
as restricted cash on behalf of Pine CCS, which it collected from
the commercial loans it participated to the issuer.  As of
February 28, 2011, the amount was approximately $303 million,
which means that LCPI will only have to pay about $241 million
out of its unrestricted cash to acquire the Barclays notes,
according to court papers.

In connection with the acquisition of the Lehman notes, LBHI will
also release its security interest in other classes of notes
issued by Pine CCS.  These include Class A-2 notes, Class B notes
and subordinated notes that LBHI acquired pursuant to a
collateral disposition agreement with JPMorgan Chase Bank N.A.

The Lehman notes were issued after LCPI sold participations in
the commercial loans to Pine CCS to increase its liquidity.  The
notes are secured by the commercial loans.

A full-text copy of an agreement governing the note acquisition
is available at http://bankrupt.com/misc/LBHI_PineNoteSale.pdf

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, says "considerable value" could be realized by purchasing
the Barclays notes given the big discount on the purchase price.

The acquisition of notes would also allow LCPI to take control of
Pine CCS since the sellers hold a significant position in the
capital structure of the issuer.  Barclays owns 99.6% of the
Class A-1 notes while the rest is owned by LBHI.

"Obtaining control over Pine will enable LCPI to terminate the
Pine securitization and own the underlying assets free and clear
of the interests of any other party," Ms. Marcus says.

The lawyer further says maximum value of the commercial loans can
only be achieved through active management of those loans but
such management is impeded by Pine CCS' ownership of
participations in the loans as well as by Barclays' ownership of
the notes.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: OKs BNC and Aurora Bank Services Agreement
-----------------------------------------------------------
Bankruptcy Judge James Peck issued an order approving an
intercompany services agreement between BNC Mortgage LLC and
Aurora Bank FSB.

BNC Mortgage, an affiliated debtor of Lehman Brothers Holdings
Inc., entered into the agreement to ensure Aurora Bank's
continued services to the company and to compensate the bank for
those services.

In an order dated March 31, 2011, Judge Peck authorized BNC
Mortgage to pay from the intercompany receivable a sum of
$504,455 to Aurora Bank for the services it provided after the
company's bankruptcy filing.

The receivable is the primary remaining asset of BNC Mortgage and
was originated during the winding down of its businesses.  It is
comprised of amounts that were transferred to Aurora Bank, tax
benefits the company accrued prior to the wind down, and other
miscellaneous funds.  As of January 9, 2009, the amount of the
payable was $17,184,322.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: U.S. Bank, et al., Appeal ADR Order
----------------------------------------------------
U.S. Bank National Association and a group of noteholders led by
a certain Siu Lui Ching filed with the U.S. District Court for
the Southern District of New York a statement of issues in
connection with their appeal from a bankruptcy judge's
March 3, 2011 order.

Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York issued the order authorizing Lehman Brothers
Holdings Inc. and its affiliated debtors to implement an
alternative dispute resolution process to settle their claims
under derivatives contracts with special purpose vehicles.

In their statement, U.S. Bank and the noteholders group raised,
among other things, the issues of whether or not the Bankruptcy
Court erred by:

  (1) requiring an SPV derivatives counterparty to identify and
      designate by written notice a person with authority to
      negotiate all disputed amounts and issues on behalf of the
      SPV derivatives counterparty, and allow for the imposition
      of sanctions by the Bankruptcy Court for the failure to
      designate an authorized designee;

  (2) requiring an SPV derivatives counterparty or an SPV
      trustee to incur costs;

  (3) requiring an SPV derivatives counterparty or an SPV
      trustee to provide notice to holders of notes or
      certificates using methods not required or contemplated by
      relevant governing documents; and

  (4) failing to require the Debtors to provide the SPV
      derivatives counterparty and the SPV trustees any
      information they have or may acquire with respect to the
      identities of the beneficial holders of notes,
      certificates or other economic interests in the affected
      transaction.

  (5) holding that the noteholders group's objection to the
      March 3 order was untimely.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEVEL 3 COMMS: Registers Preferred Shares With NASDAQ
-----------------------------------------------------
Level 3 Communications, Inc., registered its preferred stock
purchase rights with The NASDAQ Stock Market LLC.

The Company entered into a Rights Agreement with Wells Fargo Bank,
N.A., as Rights Agent, dated as of April 10, 2011.  The Company
entered into the Rights Agreement in an effort to deter
acquisitions of the Company's common stock that would potentially
limit the Company's ability to use its built in losses and any
resulting net loss carryforwards to reduce potential future
federal income tax obligations.

Under the Rights Agreement, from and after the record date of
April 21, 2011, each share of Common Stock will carry with it one
preferred share purchase right until the Distribution Date or
earlier expiration of the Rights.  In general terms, the Rights
will impose a significant penalty upon any person that, together
with all Affiliates and Associates that person, acquires 4.9% or
more of the outstanding Common Stock after April 10, 2011.
Stockholders that own 4.9% or more of the outstanding Common Stock
as of the close of business on April 10, 2011 will not trigger the
Rights so long as they do not (i) acquire additional shares of
Common Stock representing 0.5% or more of the shares of Common
Stock outstanding at the time of such acquisition or (ii) fall
under 4.9% ownership of Common Stock and then re-acquire shares
that in the aggregate equal 4.9% or more of the Common Stock.  A
person will not trigger the Rights solely as a result of (a) any
transaction that the Board of Directors of the Company determines,
in its sole discretion, is an exempt transaction for purposes of
triggering the Rights and (b) any acquisition that occurs or may
be deemed to occur as a result of entering into the Agreement and
Plan of Amalgamation, dated as of April 10, 2011, by and among the
Company, Apollo Amalgamation Sub, Ltd., its direct wholly owned
subsidiary, and Global Crossing Limited and the transactions
contemplated thereby.  STT Crossing Ltd. and its Affiliates and
Associates will be exempt for the purposes of the Rights
Agreement, unless and until STT Crossing Ltd. acquires any Common
Stock other than (x) pursuant to the transactions contemplated by
the Amalgamation Agreement, (y) in a transaction that is permitted
under Section 4 of the Stockholder Rights Agreement, dated as of
April 10, 2011, by and among the Company and STT Crossing Ltd. or
(z) any transfers of Common Stock or other Company equity
interests between STT Crossing Ltd. and its Affiliates.  A person
to whom STT Crossing Ltd. transfers any amount of Common Stock
pursuant to and as permitted by Section 4.3(iii) of the
Stockholder Rights Agreement will be exempt for purposes of the
Rights Agreement, unless and until such person acquires any
additional Common Stock.  The Board may, in its sole discretion
prior to the Distribution Date, exempt any person or group for
purposes of the Rights Agreement if it determines the acquisition
by such person or group will not jeopardize the Company's tax
benefits or is otherwise in the Company's best interests.  Any
person that acquires shares of Common Stock in violation of these
limitations is known as an "Acquiring Person."  The Rights
Agreement is not expected to interfere with any merger or other
business combination approved by the Board.

                            The Rights

From the record date of April 21, 2011, until the Distribution
Date or earlier expiration of the Rights, the Rights will trade
with, and will be inseparable from, the Common Stock.  New Rights
will also accompany any new shares of Common Stock that the
Company issues after April 21, 2011, until the Distribution Date
or earlier expiration of the Rights.

                          Exercise Price

Each Right will allow its holder to purchase from the Company one
ten-thousandth of a share of Series B Junior Participating
Preferred Stock for $9.00, subject to adjustment, once the Rights
become exercisable.  This portion of a Preferred Share will give
the stockholder approximately the same dividend and liquidation
rights as would one share of Common Stock.  Prior to exercise, the
Right does not give its holder any dividend, voting, or
liquidation rights.

                           Exercisability

The Rights will not be exercisable until 15 business days after
the public announcement that a person or group has become an
Acquiring Person unless the Rights Agreement has been terminated
or the Rights have been redeemed.

The date when the Rights become exercisable is the "Distribution
Date."  Until that date or earlier expiration of the Rights, the
Common Stock certificates will also evidence the Rights, and any
transfer of shares of Common Stock will constitute a transfer of
Rights.  After that date, the Rights will separate from the Common
Stock and be evidenced by book-entry credits or by Rights
certificates that the Company will mail to all eligible holders of
Common Stock.  Any Rights held by an Acquiring Person, or any
Affiliates or Associates of the Acquiring Person, are void and may
not be exercised.

                 Consequences of a Person or Group
                  Becoming an Acquiring Person

If a person or group becomes an Acquiring Person, all holders of
Rights except the Acquiring Person, or any Affiliates or
Associates of the Acquiring Person, may, upon payment of the
Exercise Price, purchase shares of Common Stock with a market
value of twice the Exercise Price, based on the 'current per share
market price' of the Common Stock on the date of the acquisition
that resulted in such person or group becoming an Acquiring
Person.

                             Exchange

After a person or group becomes an Acquiring Person, the Board may
extinguish the Rights by exchanging one share of Common Stock or
an equivalent security for each Right, other than Rights held by
the Acquiring Person, or any Affiliates or Associates of the
Acquiring Person.

Preferred Share Provisions.  Each one ten-thousandth of a
Preferred Share, if issued:

     * will not be redeemable.

     * will entitle its holder to dividends equal to the
       dividends, if any, paid on one share of Common Stock.

     * will entitle its holder upon liquidation either to receive
       $1.00 or an amount equal to the payment made on one share
       of Common Stock, whichever is greater.

     * will vote together with the Common Stock as one class on
       all matters submitted to a vote of stockholders of the
       Company and will have the same voting power as one share of
       Common Stock, except as otherwise provided by law.

     * will entitle holders to a per share payment equal to the
       payment made on one share of Common Stock, if shares of
       Common Stock are exchanged via merger, consolidation, or a
       similar transaction.

The value of one ten-thousandth interest in a Preferred Share is
expected to approximate the value of one share of Common Stock.

                             Expiration

The Rights will expire on the earliest of (i) the day following
the third anniversary of the closing of the transactions
contemplated by the Amalgamation Agreement, (ii) the time at which
the Rights are redeemed, (iii) the time at which the Rights are
exchanged, (iv) the time at which the Board determines that the
Net Operating Losses of the Company are utilized in all material
respects or that an ownership change under Section 382 of the
Internal Revenue Code would not adversely impact in any material
respect the time period in which the Company could use the NOLs,
or materially impair the amount of the NOLs that could be used by
the Company in any particular time period, for applicable tax
purposes, (v) the first anniversary of the closing of the
transactions contemplated by the Amalgamation Agreement if
approval of the Rights Agreement by the affirmative vote of the
holders of a majority of the voting power of the outstanding
Common Stock of the Company has not been obtained prior to such
date, (vi) the termination of the Amalgamation Agreement or (vii)
a determination by the Board, prior to the Distribution Date, that
the Rights Agreement and the Rights are no longer in the best
interests of the Company and its stockholders.

                             Redemption

The Board may redeem the Rights for $0.0001 per Right at any time
before the Distribution Date.  If the Board redeems any Rights, it
must redeem all of the Rights.  Once the Rights are redeemed, the
only right of the holders of Rights will be to receive the
redemption price of $0.0001 per Right.  The redemption price will
be adjusted if the Company has a stock split or stock dividends of
its Common Stock.

                      Anti-Dilution Provisions

The Board may adjust the Exercise Price, the number of Preferred
Shares issuable and the number of outstanding Rights to prevent
dilution that may occur from a stock dividend, a stock split, or a
reclassification of the Preferred Shares or Common Stock.

                            Amendments

The terms of the Rights Agreement may be amended by the Board
without the consent of the holders of the Rights.  After the
Distribution Date, the Board may not amend the agreement in a way
that adversely affects holders of the Rights.

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at Dec. 31, 2010, showed $8.35 billion
in total assets, $8.51 billion in total liabilities and
a $157 million stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LEVEL 3 COMMS: Adopts Rights Plan Designed to Protect NOLs
----------------------------------------------------------
Level 3 Communications, Inc., has adopted a Stockholder Rights
Plan.  The Rights Plan is designed to protect the company's
federal Net Operating Losses (NOLs) from the effect of Internal
Revenue Code (IRC) Section 382, which can restrict the use of
NOLs.

As of Dec. 31, 2010, the company had a NOL carry forward for
federal tax purposes of approximately $5.9 billion.  The company's
ability to use its NOLs can be negatively affected if there is an
"ownership change" as defined under IRC Section 382.  In general,
this would occur if certain ownership changes related to the
company's stock that is held by five percent or greater
stockholders exceed 50 percent, measured over a rolling three-year
period.  The completion of the company's pending business
combination transaction with Global Crossing Limited would move
the company significantly closer to the 50 percent ownership
change and increase the likelihood of a loss of the company's
valuable NOLs.  The purpose of the Rights Plan is to deter trading
that would result in an ownership change and to protect the
company's ability to use its NOLs in the future, in order to
prevent the reduction in stockholder value that would result from
the loss of the NOLs.  The Rights Plan was not adopted as an anti-
takeover measure, and if the Global Crossing transaction is not
completed, the Rights Plan would expire.

The Rights Plan will be limited in life, and the rights will
expire upon the earliest of (1) the day following the third
anniversary of the closing of the Global Crossing transaction, if
stockholder approval of the Rights Plan is obtained; (2) the first
anniversary of the closing of the Global Crossing transaction, if
stockholder approval of the Rights Plan is not obtained by that
date; (3) the termination of the Amalgamation Agreement governing
the Global Crossing transaction; (4) the determination by the
company's Board of Directors that the NOLs are utilized in all
material respects or that an ownership change under IRC Section
382 would not adversely effect in any material respect the time
period in which the company could use the NOLs, or materially
impair the amount of the NOLs that could be used by the company in
any particular time period; or (5) certain other events described
in the Rights Plan, including if the company's Board of Directors
determines that expiration is in the company's best interest.

Under the Rights Plan, one right will be distributed for each
share of the company's common stock outstanding as of the close of
business on April 21, 2011.  Pursuant to the Rights Plan, when a
person or group has obtained beneficial ownership of 4.9 percent
or more of the company's common stock outstanding at the time of
such acquisition, or an existing holder with greater than 4.9
percent ownership acquires more shares representing at least an
additional 0.5 percent of the company's common stock outstanding
at the time of such acquisition, there would be a triggering event
causing significant dilution in the economic interest and voting
power of that person or group.  The company's Board of Directors
has the discretion to exempt any person or group for purposes of
the Rights Plan if it determines the acquisition by that person or
group will not jeopardize tax benefits or is otherwise in the
company's best interests.  In addition, acquisitions of company
shares as a result of the closing of the Global Crossing
transaction, and certain transfers following the closing by STT
Crossing Ltd., a wholly owned subsidiary of Singapore Technologies
Telemedia and the controlling stockholder of Global Crossing,
including pursuant to the Stockholder Rights Agreement that the
company has entered with STT Crossing Ltd. in connection with the
Global Crossing transaction, have been exempted from triggering
the provisions of the Rights Plan.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at Dec. 31, 2010, showed $8.35 billion
in total assets, $8.51 billion in total liabilities and
a $157 million stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LITHIUM TECHNOLOGY: Lim Kee Discloses 67.7% Equity Stake
--------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Lim Ho Kee and his affiliates disclosed that they
beneficially own 2,176,212,293 shares of common stock of Lithium
Technology Corporation representing 67.7% of the shares
outstanding.  Lim Ho Kee is the sole shareholder of Power Duke
Investments Limited.  On Oct. 22, 2010, the Company entered into a
Stock Purchase Agreement with Power Duke, pursuant to which the
Company issued 83,333,333 shares of Common Stock  to Power Duke.
A full-text copy of the filing is available for free at:

                       http://is.gd/diYVKp

                     About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $10.78 million
in total assets, $34.16 million in total liabilities and $23.38
million in total stockholders' deficit.

Amper, Politziner & Mattia, LLP, Edison, New Jersey, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                      $7 Mil. Funding Needed

As reported by the TCR on April 8, 2011, the Company entered into
a number of financing transactions and is continuing to seek other
financing initiatives.  The Company said it will need to raise
additional capital to meet its working capital needs and to
complete its product commercialization process.  Such capital is
expected to come from the sale of securities and debt financing.
The Company believes that if it raises approximately $7 million in
debt and equity financings, the Company would have sufficient
funds to meet its needs for working capital and capital
expenditures and to meet expansion plans during 2011.  If the
Company is not able to raise such additional capital, the Company
will assess all available alternatives including a sale of the
Company's assets or merger, the suspension of operations and
possibly liquidation, auction, bankruptcy, or other measures.


LIZ CLAIBORNE: S&P Raises Corp. Credit Rating to 'B-' From 'SD'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on New York City-based Liz Claiborne Inc. to 'B-'
from 'SD'.  "We also raised our ratings on Liz Claiborne's
remaining 5% euro notes (not tendered) to 'CCC' from 'D'.  The
recovery rating on this debt remains unchanged at '6'," S&P
related.

"At the same time, we affirmed the 'B-' issue-level rating on Liz
Claiborne's $220 million 10.5% senior secured notes due 2019.  The
recovery rating remains at '3', indicating our expectation for
meaningful (50% to 70%) recovery in the event of a payment
default.  We also affirmed the 'CCC' issue level rating on
Liz Claiborne's 6% convertible notes due 2014.  The recovery
rating remains at '6', indicating our expectation for negligible
(0% to 10%) recovery in the event of a payment default," S&P
stated.

"These rating actions follow the completion of the company's
recent tender offer and associated financing, in which
EUR128.5 million of its EUR350 million 5% notes due 2013 were
retired and $220 million of new 10.5% senior secured notes due
2019 were issued, and our subsequent reassessment of Liz
Claiborne's credit risk," S&P noted.

"Our ratings on Liz Claiborne reflect its poor operating
performance, its thin credit metrics, and our expectation that
weak consumer spending will hamper its ability to materially
improve its operating performance over the next 12 months, but
that the company will have adequate liquidity over the near term,"
said Standard & Poor's credit analyst Jeffrey Burian.

"The rating outlook is negative, reflecting the company's
leverage, which remains very high, and operating performance
which, although slightly improving, remains below our prior
expectations," S&P added.


LOTHIAN OIL: Bankruptcy Court Enters Show Cause Order
-----------------------------------------------------
At the behest of Lothian Oil Inc. and its debtor-affiliates, Chief
Bankruptcy Judge Ronald B. King directed several entities to
appear before the Bankruptcy Court on April 26, 2011, at 9:30
o'clock a.m., and show cause why they should not be held in
contempt of a Final Contempt Judgment entered by the Court on
July 15, 2010, and subject to the additional sanctions and
penalties set forth.  The entities are:

     (i) attorney Jessica Sokol,
    (ii) Israel Grossman, and
   (iii) Ms. Sokol's clients, Zalman Anderson, Jan Arnett, Albert
         Balakhane, Edmond Balakhane, Lawrence Clark, Brenda
         Crayk, Jacob and Miriam Dekelbaum, Azriel Horowitz,
         Charles Soltz, Daniel and M. Zucker, Akberali Khakee
         Pension Plan, Anna Meisher Pension Plan, Feinberg Family
         Trust, Herzberg Family Trust, Hirshberg Family Trust, JG
         Trust, Listokin Trust, Lothian Cassidy, LLC, Moses Family
         Trust, MYG Trust, Pension Solutions, S. Pollak
         Audiological P.C. Profit Sharing Plan, Shorivger Trust,
         Shoshana Trust, Spitzer Family Trust, YG Trust, YS Trust,
         YYSD Trust, and 731 895 866 LLC.

On July 15, 2010, the Court entered its Final Contempt Judgment
and Final Contempt Judgment Findings of Fact and Conclusions of
Law.  Under the Final Contempt Judgment, the Respondents are
subject to a $10,000 sanction for each action taken or pleading
filed in furtherance of the lawsuit currently pending in the Court
as Adversary Proceeding No. 10-7011-RBK, with the sanctions
payable to the Court.  Under the Final Contempt Judgment, the
Reorganized Debtors may recover from the Respondents the
reasonable and necessary attorneys' fees incurred in defending,
responding to, or otherwise addressing Respondents' post-Final
Contempt Judgment actions in furtherance of the New York Lawsuit.

From July 20, 2010 through October 8, 2011, the Respondents filed
eight pleadings and other documents in the United States District
Court for the Eastern District of New York in furtherance of the
New York Lawsuit and in violation of the Final Contempt Judgment.
From July 20, 2010 through December 13, 2010, Respondents filed 32
pleadings and other documents in the United States Court of
Appeals for the Second Circuit in furtherance of the New York
Lawsuit and in violation of the Final Contempt Judgment.

A copy of the Court's April 6, 2011 Order to Appear and Show Cause
is available at http://is.gd/QkU5lufrom Leagle.com.

                         About Lothian Oil

Based in Midland, Texas, Lothian Oil Inc. is a privately
owned oil and gas company.  Lothian and six affiliates filed for
chapter 11 protection on June 13, 2007 (Bankr. W.D. Tex. Case No.
07-70121).  When Lothian sought bankruptcy, it listed assets and
debts between $1 million to $100 million.

The Reorganized Debtors are represented by:

          Marty L. Brimmage, Jr.
          Eric Terry, Esq.
          Abigail Ottmers, Esq.
          Charles A. Beckham, Jr., Esq.
          HAYNES AND BOONE, LLP,
          E-mail: marty.brimmage@haynesboone.com.
                  eric.terry@haynesboone.com
                  abigail.ottmers@haynesboone.com.
                  charles.beckham@haynesboone.com


LOTT SURPLUS: Bank's Suit v. Insurer Stays in Bankruptcy Court
--------------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul denied the request by Amerisure
Mutual Insurance Company (i) to withdraw Bankruptcy Court
reference of the suit, Texas First Bank, v. Amerisure Mutual
Insurance Company, Adv. Pro. No. 10-3617 (Bankr. S.D. Tex.), and
(ii) for dismissal of the complaint.

Prior to the filing of bankruptcy, Amerisure provided workers
compensation coverage and automobile insurance coverage to Lott.
Amerisure required the Debtor to provide it with a letter of
credit to secure the Debtor's additional premium and loss
reimbursement obligations to Amerisure.  The Debtor provided
Amerisure with a letter of credit issued by Texas First Bank and
listing Amerisure as the beneficiary.  The purpose of the letter
of credit was to assure Amerisure that the Debtor would have funds
available in the event of stop losses under Debtor's Master
Premium Agreement for the automobile and workers compensation
policies.

On Jan. 21, 2010, the Debtor executed a promissory note, in the
same amount as the letter of credit, and a security agreement
granting a first lien to Texas First Bank in certain equipment.
The Debtor's principal, Robert Lott, also executed a personal
guaranty.  These loan documents were executed to secure repayment
if Texas First Bank was required to pay Amerisure under the letter
of credit.

On Oct. 26, 2010, Amerisure made demand on Texas First Bank for
the full amount of the letter of credit.  Texas First Bank did not
comply and filed the adversary proceeding against Amerisure for
declaratory judgment as to Texas First Bank's rights and
obligations under the letter of credit.

Amerisure filed a motion to dismiss on the basis of lack of
subject matter jurisdiction and a motion requesting that the
reference of the adversary proceeding be withdrawn.  Although
Amerisure has not yet filed an Answer to the Complaint, Amerisure
alleges that it intends to assert equitable or legal counter
claims and cross-claims, and to exercise its Seventh Amendment
right to a jury trial.  Amerisure also alleges that it does not
consent to a final determination and entry of final judgment in
this case by the Bankruptcy Court.

A copy of Judge Paul's April 6, 2011 Memorandum Opinion is
available at http://is.gd/AkfAAefrom Leagle.com.

Lott Surplus Materials, Inc., dba Lott Contractors, in Hamshire,
Texas, is in the business of construction, repair, and maintenance
of pipelines and compressor stations in Texas and Louisiana.  Lott
Surplus Materials filed a voluntary Chapter 11 petition (Bankr.
S.D. Tex. No. 10-39477) on Oct. 22, 2010.  Ronald J. Sommers, Esq.
-- efilers@nathansommers.com -- at Nathan Sommers Jacobs, serves
as bankruptcy counsel.  The Debtor's petition disclosed $1 million
to $10 million in assets and $10 million to $50 million in debts.


MARITIME TELECOMMUNICATIONS: S&P Puts 'B' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Miramar, Fla.-based satellite services
provider Maritime Telecommunications Network Inc. (MTN).  The
outlook is stable.

"At the same time, we assigned a 'B+' issue-level rating and '2'
recovery rating to the company's $110 million senior secured term
loan and $10 million revolver.  The '2' recovery rating indicates
our expectation of substantial (70% to 90%) recovery in the event
of payment default," S&P stated.

The company intends to use the proceeds from the term loan to
repay about $84 million of outstanding debt, pay a $20 million
distribution to shareholders, add $1 million of cash to the
balance sheet, and pay related fees and expenses.  "The ratings
we are assigning are final and follow the closing of the financing
on March 4, 2011," S&P noted.

"The ratings on MTN reflect its narrow scope of business, revenue
concentration among large customers with significant pricing
power, uncertain growth prospects from new business lines, and a
highly leveraged financial risk profile," said Standard & Poor's
credit analyst Allyn Arden, "including elevated pro forma
operating lease-adjusted leverage of about 6.3x."  Tempering
factors include the company's leading niche position in providing
communications services to the North American cruise industry, its
stability from long-term contractual revenue, and its solid net
free cash flow generation.


MARKET CENTER: Special Counsel Awarded 1/4 of Requested Fees
------------------------------------------------------------
WestLaw reports that the services provided by special counsel for
a Chapter 11 debtor, which led to the successful settlement of the
debtor's prepetition litigation against the purchaser of the
debtor's real property, provided a benefit to the bankruptcy
estate, as required for special counsel's entitlement to
compensation under the Bankruptcy Code's administrative expense
statute.  Although the debtor contended that the efforts of its
attorney and the real estate agent involved in the original sale
transaction resulted in the bulk of the large settlement, the
bankruptcy court concluded that it was the efforts of special
counsel, including its settlement negotiations, that led to the
$9,750,000 recovery for the estate.  The court also rejected the
debtor's contention that, rather than obtaining a benefit for the
estate, special counsel's efforts resulted in an almost $4,000,000
loss, based on the difference between the settlement obtained and
the original purchase price for the debtor's property.  In re
Market Center East Retail Property, Inc., --- B.R. ----, 2011 WL
1204754 (Bankr. D. N.M.).

A copy of the Honorable James S. Starzynski's Memorandum Opinion
dated Mar. 30, 2011, awarding $350,000 of $1.4 million requested
to Barak Lurie, Esq., and Lurie & Park, is available at
http://is.gd/Ga25Wpfrom Leagle.com.

Market Center East Retail Property, Inc., is a limited liability
company that has operated a retail commercial shopping center in
Albuquerque, New Mexico since 2006.  It acquired the property by
purchase from a former owner in 2006 by assuming that owner's
obligations under various loan documents and by executing new
guaranties.  Danny Lahave is the 100% owner of the Debtor and its
sole officer.

Market Center sought Chapter 11 bankruptcy protection (Bankr. D.
N.M. Case No. 09-11696) on April 22, 2009, as a single asset real
estate debtor.  The Company is represented by Daniel J. Behles,
Esq., at Cuddy & McCarthy, LLP.  At the time of the filing, the
Debtor estimated its assets and debts at less than $10 million.
The Debtor filed a Chapter 11 Plan on June 16 or 17, 2009, and
filed an Amended Chapter 11 Plan on August 30, 2009.


MCCLURE PROPERTIES: Court Rules on Suit vs. Fifth Third Bank
------------------------------------------------------------
McClure Properties, Inc., filed a two count adversary complaint
against Fifth Third Bank and William T. Holmes.  Count I seeks to
set aside a trustee's foreclosure sale, conducted by Mr. Holmes,
on the grounds that the foreclosure sale price was so low as to
shock the conscience.  Count II of the complaint seeks to avoid
the foreclosure sale as being a fraudulent transfer under West
Virginia law, W. Va. Code Sec. 40-1A-4(a).

The Bank requests entry of a judgment on the pleadings on both
counts of the Debtor's complaint.  The Bank asserts that both
counts should be dismissed on the grounds that the causes of
action are subject to claim preclusion, the price received at a
regularly conducted foreclosure sale cannot be fraudulent, and the
claims against it are time-barred under the applicable statute of
limitations.

Bankruptcy Judge Patrick M. Flatley dismissed Count II of the
Debtor's complaint asserting a cause of action under W. Va. Code
Sec. 40-1A-4(a), but denied the remaining relief sought by the
Bank.

The case is McClure Properties, Inc., v. Fifth Third Bank, C2C
Realty, LLC, and William T. Holmes, Successor Trustee, Adv. Pro.
No. 10-146 (Bankr. N.D. W.Va.).  A copy of the Court's April 4,
2011 Memorandum Opinion is available at http://is.gd/MCyS1ifrom
Leagle.com.

McClure Properties, Inc., filed for Chapter 11 bankruptcy (Bankr.
N.D. W.Va. Case No. 10-1810) on July 26, 2010.


MEDICAL PROPERTIES: S&P Puts 'BB' Rating on Proposed $450MM Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on
Birmingham, Ala.-based Medical Properties Trust Inc. and its
subsidiary, MPT Operating Partnership L.P., to 'BB' from
'BB-'.  "At the same time, we assigned our 'BB' issue rating and
our '4' recovery rating to the partnership's proposed $450 million
senior unsecured notes due 2021.  The outlook is stable," S&P
stated.

"We upgraded Medical Properties to acknowledge the REIT's
improved financial risk profile, which we now view to be
intermediate," said credit analyst James Fielding.  "A
successful recapitalization in 2010 provided capacity for
the REIT's recent unsecured debt transactions that will
provide capital for potentially accretive acquisitions.
Additional growth could eventually bolster a business risk
profile that we continue to view as fair, largely because
of Medical Properties' meaningful tenant and geographic
concentration."

"Our stable outlook reflects our expectation that stable core
cash flows in 2011 will support moderately higher overall debt
levels.  We would raise our rating one notch if Medical Properties
continues to diversify its tenant base while maintaining leverage
near 5.0x EBITDA and that accretive investments eventually support
coverage of all fixed charges including common dividends of
close to 1.1x.  We would lower our rating by one notch if one
of the company's top three tenants default and/or debt rises
more than expected such that debt-to-EBITDA approaches 9.0x,"
S&P related.


MESA AIR: Has Stipulation With Suntrust on Assumption Issues
------------------------------------------------------------
Reorganized Mesa Air Group, Inc. and its affiliated debtors and
liquidating debtors and Suntrust Leasing Corporation have entered
into a stipulation and order regarding assumption obligations
with respect to certain aircraft leases.

Suntrust have filed (i) Claim Nos. 770 and 772 against Mesa Air
Group, and (ii) Claim Nos. 771 and 784 against Mesa Airlines,
Inc.

On December 28, 2010, the Debtors filed a Plan Supplement to
their Second Amended Joint Plan of Reorganization, dated November
23, 2010.  On January 7, 2011, Suntrust filed an objection to the
proposed assumption obligations with respect to certain aircraft
leases.

On January 19, 2011, the Debtors filed their Third Amended Joint
Plan of Reorganization and an Amended Plan Supplement to their
Plan.  Pursuant to the Amended Plan Supplement, the Debtors
proposed to assume two leases between Mesa Airlines and Suntrust,
as owner participant, relating to aircraft with FAA Registration
Numbers N521LR and N522LR.  The Amended Plan Supplement provided
that the Assumption Obligations related to the assumption of the
Aircraft Leases are $0.

The Third Amended Plan was confirmed on January 20, 2011, and
became effective on March 1, 2011.

The parties stipulate that:

    * Notwithstanding anything to the contrary in the Amended
      Plan Supplement, the Assumption Obligations in connection
      with the assumption of the Aircraft Leases are $40,000.

    * Mesa Airlines assumes the Aircraft Leases pursuant to
      Section 365(a) of the Bankruptcy Code.

    * Upon entry by the Bankruptcy Court of the stipulation and
      order -- the date of which is the Assumption Effective
      Date -- Mesa Airlines will immediately pay Suntrust
      $40,000 to cure all defaults existing as the Assumption
      Effective Date under the Aircraft Leases pursuant to
      Section 365(b) of the Bankruptcy Code.

    * Suntrust's Objection is deemed withdrawn.

    * Suntrust's Claims are deemed withdrawn.

Judge Martin Glenn approved the stipulation on April 7, 2011.

                            About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), disclosing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Assumes Zurich Surety Bonds and Indemnity Agreements
--------------------------------------------------------------
On March 21, 2011, Judge Martin Glenn of the U.S. Bankruptcy
Court for the Southern District of New York approved the
stipulation entered into by Mesa Air Group, Inc., and its
affiliated debtors, on the one hand, and Zurich American
Insurance Company, its subsidiaries and affiliates, including
Fidelity and Deposit of Maryland, Colonial American Casualty and
Surety Co., and American Guarantee and Liability Co., on the
other hand, with respect to certain surety bonds and claims.

Among other things, the Debtors and Zurich have agreed that (i)
the Debtors will assume the surety bonds and the related
indemnity agreements; (ii) a payment of $18,027 by the Debtors to
Zurich will cure all defaults existing under the Surety Bonds and
Indemnity Agreements; (iii) the Debtors have provided adequate
assurance of future performance under the Surety Bonds and
Indemnity Agreements; and (iv) the Zurich Proofs of Claim will be
disallowed.

The Surety Bonds and Indemnity Agreements are deemed assumed.

The Zurich Proofs of Claim are Claim Nos. 23, 24, 25, 1349, 1350,
1351, 1493, 1494, and 1495.  A schedule of the Surety Bonds and
Indemnity Agreements is available at no charge at:

  http://bankrupt.com/misc/Mesa_OrdStipZurichBonds032111.pdf

                            About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), disclosing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Resolves Bombardier Administrative Claims
---------------------------------------------------
Mesa Air Group and its affiliates received approval from the
Bankruptcy Court of a settlement agreement with (i) Bombardier
Services Corporation and (ii) Bombardier Capital Inc. to resolve
issues that are or may be raised with respect to the amounts of
certain administrative claims asserted by Bombardier.

Before the Petition Date, Mesa Airlines, Inc., leased from
various owner trustees two Canadian Regional Jet CL-600-2B19 in
which BCI was the Loan Participant and Controlling Party that
financed the owner trustees' purchase of the CRJ 200 aircraft.
Mesa Airlines also leased from BSC two CRJ 200 aircraft.  Mesa
Air Group, Inc. guaranteed Mesa Airlines' obligations under the
BCI Leases and the BSC Leases.

On March 4, 2010, the Debtors filed a notice electing to perform
their obligations under one of the BCI Leases.

On March 9, 2010, the parties entered into a stipulation pursuant
to Section 1110(b) of the Bankruptcy Code to extend the 60-day
period set for in Section 1110(a)(2) of the Bankruptcy Code and
to establish the terms and conditions for the Debtors'
postpetition use, surrender and return of the CRJ 200 aircraft
leased by Bombardier upon the Debtors' rejection of the BSC
Leases.  The Debtors subsequently rejected the BCI Leases and the
BSC Leases pursuant to the Court's February 23, 2010 rejection
Procedures Order.

The Court's March 26, 2010 Bar Date Order established May 21,
2010 as the deadline to file proofs of claim by all creditors
other than governmental units against the Debtors.

Bombardier filed certain claims asserting administrative claims
against Mesa Airlines on account of purported breaches of the
Section 1110 Agreement in connection with the rejection of the
BCI Leases and BSC Leases.

              Claim No.               Amount
              ---------               ------
                 1428               $750,000
                 1446             $1,443,797
                 1453             $1,648,554

The salient terms of the settlement agreement include:

  (a) The liquidated amount of the Asserted Administrative
      Claims will be reduced to and allowed in the aggregate
      amount of $321,000.  The Allowed Administrative Claim will
      not be subject to any further objection by any party-in-
      interest.  Mesa Airlines will pay the Allowed
      Administrative Claim to Bombardier by wire transfer in
      immediately available funds.

  (b) Upon the Court's approval of the settlement agreement, the
      Debtors' claims agent is directed to modify Claim No. 1453
      and to expunge Claim Nos. 1428 and 1446, and any other
      administrative expense claims filed by Bombardier related
      to the Aircraft Leases that have not otherwise been
      allowed pursuant to separate order of the Court.

  (c) Each party will be responsible for costs and expenses it
      incurred in negotiating, drafting, and executing the
      settlement agreement.

The settlement agreement will not have any effect upon the
allowance of the BSC/BCI General Unsecured Claims pursuant to the
BSC/BCI General Unsecured Claims Allowance Order.

The general unsecured claims of Bombardier arising from the
rejection of the BSC Leases and the BCI Leases, in addition to
the resolution of other general unsecured claims, were resolved
and allowed pursuant to the Order Authorizing Debtors to (I)
Assume Master Purchase Agreement, as Amended, with Bombardier,
Inc., (II) Settle Certain Claims Between the Debtors and
Bombardier Inc. Arising Under the Master Purchase Agreement, and
(III) Settle Certain Claims Asserted Against the Debtors by
Bombardier Capital Inc. and Bombardier Service Corporation.

                            About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), disclosing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MICHAEL KIRKBRIDE: Court Rules on Contractor's Lawsuit
------------------------------------------------------
During the period of time between February 2004 through January
2005, Michael Lynn Kirkbride and Dolores Avoline Kirkbride entered
into agreements with Alan Votta Construction, Inc., for the
construction, sale, and purchase of residential homes in the towns
of Kure Beach and Carolina Beach, North Carolina.  The nature of
the agreements entailed Alan Votta purchasing land and
constructing residential homes.  When certificates of occupancy
were issued, the Kirkbrides would obtain financing to purchase the
homes from Alan Votta as development property, intending to resell
the properties.  In total there were agreements for the
construction, sale, and purchase of six single-family homes.

In April 2006, the Kirkbrides learned they could not obtain the
requisite financing to purchase these homes from Alan Votta for
two reasons: 1) they concurrently owned too many other properties,
and 2) there were insufficient reserves.  After learning of the
Kirkbrides' inability to obtain financing, Alan Votta listed the
three properties for sale.  Two of the three properties were sold
to third party purchasers for less than the original purchase
agreement price.  The Kirkbrides filed for relief under chapter 11
of the Bankruptcy Code on January 8, 2008.

Alan Votta sued the Kirkbrides in state court in June 2007.  After
responsive pleadings and counterclaims were filed, each party
asserted the other had breached the three disputed contracts.
After the filing of the Kirkbrides' bankruptcy petition, the
parties brought the litigation into the Bankruptcy Court's
jurisdiction as an adversary proceeding to which the Kirkbrides
filed a motion for summary judgment.  On Aug. 13, 2009, the
bankruptcy court found that the disputed contracts were each
subject to the condition precedent that the Kirkbrides acquire
financing to purchase the properties after using their best
efforts to secure loans.  The bankruptcy court also found that the
Kirkbrides had used their best efforts to obtain financing, but
were unable to do so.  As a result of the failed condition, the
contract was found to be unenforceable, entitling the Kirkbrides
to the return of their deposits.

On appeal, the district court affirmed the bankruptcy court's
findings as to the Kirbrides' reasonable efforts to obtain
financing.  However, the district court found that based on the
language in the contracts, there was a genuine issue of material
fact as to whether the deposits were earnest money deposits that
were refundable in light of the unfulfilled condition precedent or
whether the deposits became non-refundable after a certain date.

In his April 7, 2011 Order, Bankruptcy Judge J. Rich Leonard held
that at the summary judgment phase, the issue of whether the
deposits were refundable was a genuine one of material fact, as
found by the district court.  "However, after trying the issue on
remand, the Court finds the terms of the contract are unambiguous
and thus not open to interpretation based on extrinsic evidence.
As such, the contracts dictate that the deposits, totaling
$105,000.00, must be refunded to defendants Michael and Dolores
Kirkbride," Judge Leonard said.

The suit is Alan Votta Construction, Inc., v. Michael L. Kirkbride
and Dolores A. Kirkbride, Adv. Pro. No. 08-00211 (Bankr.
E.D.N.C.).  A copy of his decision is available at
http://is.gd/M5boa2from Leagle.com.


MOON THAI: Court Suspends Brown Van Horn's Bankruptcy Practice
--------------------------------------------------------------
Bankruptcy Judge John K. Olson issued an order prohibiting David
Marshall Brown, Chad T. Van Horn, and Hollie F. Kirsner, and all
other Brown, Van Horn, P.A., attorneys who were employed by the
firm on April 1, 2011, from filing any debtor cases under any
Chapter of the Bankruptcy Code in any Bankruptcy Court in the
United States, effective immediately, pending further Court order.

The Court previously entered an Order to Show Cause directing the
Brown Van Horn attorneys to appear on March 22, 2011, and show
cause why they should not be suspended from the practice of law
before the Court.  The show cause hearing was continued April 1,
2011, directing the law firm to employ one skilled Chapter 13
practitioner and one skilled Chapter 11 practitioner with
impeccable reputations to study the firm's Chapter 13 and Chapter
11 practices, make recommendations, and report to the Court when
they had completed their analysis.  The two lawyers retained by
Brown, Van Horn, John D. Bristol (as to Chapter 13 matters) and
Frank P. Terzo (as to Chapter 11 matters) gave preliminary
findings at the April 1 hearing.  The Order to Show Cause was
precipitated by what appeared to be incompetent and wrongful
conduct by the lawyers in the firm in the Chapter 11 case of Moon
Thai & Japanese, Inc., and in other cases filed under Chapter 11
and Chapter 13.

The Court also directed Brown Van Horn to return certain fees.

A copy of the Court's April 8, 2011 Order is available at
http://is.gd/Qgbpzsfrom Leagle.com.

Moon Thai & Japanese, Inc., and its affiliates filed for
Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 10-23328) on
May 14, 2010.


NATIONAL CONSUMER: Court Denies Rio's Motion for Sanctions
----------------------------------------------------------
Magistrate Judge Peggy A. Leen denied Rio Properties, Inc.'s
Motion for Sanctions Due to Spoliation of Evidence filed in the
suit, John P. Brincko, v. Rio Properties, Inc., Case No. 2:10-cv-
00930-PMP-PAL (D. Nev.).  Mr. Brincko is the Chapter 11 Trustee in
National Consumer Mortgage, LLC's bankruptcy case.  A copy of the
Court's March 30, 2011 Order is available at http://is.gd/lAqpIg
from Leagle.com.

Headquartered in Orange, California, National Consumer Mortgage
LLC -- http://www.nationalconsumermortgage.com/-- is an
independent mortgage brokerage that creates and processes home
loans.  The Debtor filed for chapter 11 protection on Apr. 3, 2006
(Bankr. C.D. Calif. Case No. 06-10429).  Lorraine L. Loder, in Los
Angeles, California, represents the Debtor.  David L. Neale, Esq.,
at Levene, Neale, Bender, Rankin & Brill L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$1,102,135 and total debts of $32,846,858.  On June 22, 2006, John
P. Brinco was appointed as the Debtor's Chapter 11 Trustee.  He is
represented by the lawyers at Baker & McKenzie LLP.


NEW CENTURY FIN'L: Court Rejects Muhammad Admin. Claim
------------------------------------------------------
Bankruptcy Judge Kevin J. Carey sustained the objection by The New
Century Liquidating Trust to the request for payment of
administrative expenses filed by Cedric Muhammad.  Mr. Muhammad's
claim for an administrative expense or a general unsecured claim
is disallowed.  The Objection sought to (i) disallow and expunge
the Claim as an invalid administrative claim; or in the
alternative, (ii) reclassify the Claim as a general unsecured
claim, and (iii) disallow and expunge the reclassified general
unsecured claim, because it was filed after the claims bar date.

Judge Carey said Mr. Muhammad's Claim is not an administrative
expense of the estate.  Even if the Claim is considered a general
unsecured claim, it is disallowed since it was not timely filed
and Mr. Muhammad has neither alleged nor proven facts sufficient
to support a valid claim.

Mr. Muhammad asserts a claim for $2,500,000 against the Debtors
based on the decisions and actions taken in connection with a pre-
bankruptcy loan from New Century Mortgage Corporation.  The Claim
asserts that the Debtors deliberately defrauded Mr. Muhammad and
caused damages to Mr. Muhammad and his family.

A copy of the Court's April 11, 2011 Order is available at
http://is.gd/RdOAlWfrom Leagle.com.

                    About New Century Financial

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
state investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The Company offered
a broad range of mortgage products designed to meet the needs of
all borrowers.

New Century Financial and its affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 07-10416) on April 2, 2007.
Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., were tapped as bankruptcy
counsel.  The Official Committee of Unsecured Creditors selected
Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its
co-counsel.  When the Debtors filed for bankruptcy, they listed
total assets of $36,276,815 and total debts of $102,503,950.

The Court confirmed the Debtors' second amended joint Chapter 11
plan of liquidation on July 15, 2008.  The Plan became effective
on Aug. 1, 2008, creating the New Century Liquidating Trust and
appointing Alan M. Jacobs as Liquidating Trustee of New Century
Liquidating Trust and Plan Administrator of New Century Warehouse
Corporation.


NEW RIVER: Court Denies Creditor's Motion for Sanctions
-------------------------------------------------------
On Nov. 2, 2010, Kevin Gleason, counsel for Christopher Denison,
filed a Claim of Exemption and Notice of Hearing in the bankruptcy
case of New River Dry Dock, Inc.  The Claim asserted that Mr.
Denison could exempt commissions he had received from a real
estate sale.  Mr. Denison had already admitted he owed those
commissions to the Plan Administrator under the Debtor's confirmed
Chapter 11 Plan.  Bankruptcy Judge John K. Olson previously
ordered those funds to be sequestered and disbursed to the Plan
Administrator.  On Nov. 3, 2010, Marina Mile Shipyard, Inc., filed
a Motion to Strike Denison's Claim of Exemption and Notice of
Hearing.  MMS gave Mr. Denison's counsel, Kevin C. Gleason an
opportunity to withdraw or otherwise amend the Claim before filing
a motion for sanctions against him.  MMS filed the Motion for
Sanctions on Nov. 29, 2010.  When MMS filed the Motion for
Sanctions Mr. Gleason had not withdrawn or otherwise amended the
Claim.  On Dec. 6, 2010, Mr. Gleason and MMS entered into an
agreed order to strike the Claim.  During a Jan. 4, 2011 hearing,
Mr. Gleason argued that MMS could not pursue sanctions against him
because MMS did not provide him 21 days to withdraw or otherwise
amend the Claim before it filed its Motion for Sanctions.  Because
Mr. Gleason is correct in his counting of days under Federal Rule
of Bankruptcy Procedure 9011, the sanctions motion will be denied.

In his March 31, 2011 Order, Judge Olson said MMS jumped the gun
and filed its Motion for Sanctions prematurely.  Judge Olson
explained that Mr. Gleason had essentially conceded the Claim was
meritless and procedurally unsound by submitting an agreed order
striking it on Dec. 6.  As a result of the circumstances, Mr.
Gleason has managed to skirt MMS's motion for sanctions.

Judge Olson directed Mr. Gleason to appear before the Court on
April 20, 2011, at 1:30 pm, and to show cause why his conduct in
filing the Claim on Mr. Denison's behalf should not be sanctioned
by the imposition of non-monetary sanctions.

MMS an unsecured creditor under the Debtor's confirmed plan of
reorganization.

A copy of Judge Olson's ruling is available at http://is.gd/cuuFox
from Leagle.com.

                         About New River

Based in Fort Lauderdale, Florida, New River Dry Dock, Inc., filed
for chapter 11 protection on July 18, 2006 (Bankr. S.D. Fla. Case
No. 06-13274).  James H. Fierberg, Esq., at Berger Singerman,
P.A., represents the Debtor in its restructuring efforts.  Mindy
A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets between $10 million and $50 million and its debts between
$1 million to $10 million.

The Bankruptcy Court confirmed New River Dry Dock's Chapter 11
Liquidation Plan in October 2007.


NEW STREAM: Facing Objections From Committee at Today's Hearing
---------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
New Stream Capital LLC now has an opponent in addition to a group
whose members say they invested $90 million in New Stream's U.S.
and Cayman Island funds.  The three-member official unsecured
creditors' committee, appointed April 6, lined up with the
objecting investors by opposing the proposed secured financing and
procedures for selling the portfolio of life-insurance policies.
The committee, like the investor group, says the financing would
benefit no one other than affiliates of McKinsey & Co., the
proposed lender and purchaser of the policies.  McKinsey is under
contract to buy the policies for $127.5 million.  The committee,
like the investors, says that preparations for a sale were
inadequate because there was nothing more than an eight-day
marketing period eight months ago.  Since then, New Stream has
been under a so-called no-shop clause prohibiting any effort at
finding a better offer.  New Stream isn't proposing to hold an
auction. It wants a breakup fee approved, with completion of the
sale as part of the prepackaged Chapter 11 plan it hopes will win
approval at an April 25 confirmation hearing.

The hearing on the financing and sale-related issues is scheduled
for today, April 14.

                       The Chapter 11 Plan

As reported in the Troubled Company Reporter on March 16, 2011,
before seeking bankruptcy protection, New Stream negotiated a plan
of reorganization with creditors.  The prepackaged plan was
"overwhelmingly approved" by investors.

In order to meet the timeline in a Plan Support Agreement and the
post-petition financing, the hearing to consider confirmation must
take place not later than May 12, 2011.

Over the last eight years, NSSC has invested primarily by making
loans and equity investments.  The aggregate indebtedness secured
by the investment portfolio of NSSC is approximately $688,412,974.
This debt is divided into two tranches.  The secured claims of the
NSSC Bermuda Lenders, in the approximate amount of $369,066,322,
have first priority over the secured claims of the Cayman Fund and
US Fund, which are parri passu; the claims of the Cayman Fund and
US Fund aggregate $319,346,652.

NSI is indebted to certain segregated account classes of the
Bermuda Fund in the approximate amount of $81,573,376.

The Plan is predicated on a rapidly executed sale of NSI's
portfolio of life settlement contracts on the terms set forth in
the asset purchase agreement with MIO Partners, Inc., an affiliate
of several investors in the US Fund and Cayman Funds.  MIO has
designated Limited Life Assets Master Limited and Limited Life
Assets Holdings Limited as the purchasers.

The Plan provides for both the implementation of this asset sale
and the allocation of the net proceeds among the Debtors' secured
creditors.

The Plan provided for the sale of the NSI Insurance Portfolio
either pursuant to a "Consensual Process" or a "Cramdown Process".
However, since Class 3 (which is described more fully in 104,
infra) has voted to accept the Plan, the sale will take place
pursuant to the Consensual Process and the Debtors do not
presently intend to seek approval of the Insurance Portfolio Sale
pursuant to Section 363 of the Bankruptcy Code prior to seeking
confirmation of the Plan.

The Plan treats creditors as follows:

    -- NSI Bermuda Lenders under Class 1, owed $81,573,376, which
       have voted to accept the plan, will receive less than the
       full amount owed.  Payment will be from the net proceeds of
       the Insurance Portfolio Sale

    -- NSSC Bermuda Lenders under Class 2, owed $396,066,322,
       which hold a first lien on the investment portfolio of
       NSSC, will (1) receive will receive a distribution from the
       remaining proceeds of the Insurance Portfolio Sale and (2)
       substantially all of the remainder of NSSC's assets, except
       for certain assets that are being released for the benefit
       of the Class 3 Claims.  They voted in favor the Plan.

    -- All holders of US-Cayman Claims, under Class 3, in the
       aggregate amount of $319,346,653, will each receive a
       percentage share of periodic distributions of the net
       proceeds from the liquidation of the common stock of North
       Star Financial Services Limited and specific assets and
       certain real estate and commercial loans (collectively
       identified as USC Wind Down Assets).  In addition, holders
       of Class 3 Claims who voted to accept the Plan, and thereby
       grant the third-party releases provided for in section 12.5
       of the Plan, will be entitled to receive a cash payment
       from the Global Settlement Fund upon the Plan's Effective
       Date.  Under the Global Settlement, the Purchaser and
       Creditors in Classes 1 and 2, in exchange for the "yes"
       vote and the third-party releases, have agreed to provide
       funding for cash payments (expected to aggregate
       $15 million) to Class 3 claimants.

    -- Holders of general unsecured claims against NSI and NSCI,
       under Classes 4(a) and (d), will be paid in full and are
       not impaired under the Plan.  Each holder of allowed
       general unsecured claim against NSC, in Class 4(c), will
       share, on a pro rata basis, in a cash distribution of.
       Holders of general unsecured claims against NSSC, in Class
       4(b), will not receive any distribution or retain any
       property on account of such Claims and pursuant to
       Bankruptcy Code Sec. 1126(g) this Class is deemed not to
       have accepted the Plan.

    -- Holders of the Class 5(a) Interests in NSI that are
       currently held by NSSC will continue to be held by NSSC and
       the Class 5(d) Interests in NSCI that are currently held by
       the Cayman Funds will continue to be held by the Cayman
       Funds.  Class 5(b) Interests in NSSC and Class 5(c)
       Interests in NSC will be extinguished and the Holders of
       Interests in Class 5(b) and Class 5(a) shall not receive or
       retain any property on account of such Interests.

Each holder of a claim in Classes 1, 2, 3 and 4(c) was entitled to
vote either to accept or reject the Plan

A copy of the Plan is available for free at:

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

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

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

                        About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three new stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.


NEXHORIZON BROADBAND: Case Summary & Creditors List
---------------------------------------------------
Debtor: NexHorizon Broadband of Southern California, Inc.
          fka National City Cable, Inc.
        P.O. Box 7208
        Westminster, CO 80021-7208

Bankruptcy Case No.: 11-17956

Chapter 11 Petition Date: April 11, 2011

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Aaron A Garber, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: aag@kutnerlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cob11-17956.pdf

The petition was signed by Calvin D. Smiley, Sr., president & CEO.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
NexHorizon Communications, Inc.       10-24682            06/11/10
NexHorizon of Colorado, Inc.          09-12193            02/17/09


NEXTAG INC: S&P Assigns 'BB-' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
corporate credit rating to San Mateo, Calif.-based NexTag Inc.,
owner and operator of several comparison shopping Web sites.  The
rating outlook is stable.

"At the same time, we assigned NexTag's $190 million secured
first-lien credit facilities our issue-rating of 'BB-' (at
the same level as the 'BB-' corporate credit rating) with a
preliminary recovery rating of '4', indicating our expectation
of average (30%-50%) recovery for debtholders in the event of a
payment default.  The credit facilities consist of a $40 million
revolving credit facility due 2016 and a $150 million term loan
due 2016," S&P stated.

"The 'BB-' corporate credit rating incorporates our assumption of
moderate revenue growth over the next several years, driven by
growth in total visits to company Web sites, as well as a possible
increase in traffic monetization beginning in 2012," said Standard
& Poor's credit analyst Andy Liu.

NexTag is the owner and operator of comparison shopping Web sites.
The company's Web sites connect over 40 million monthly unique
visitors and over 25,000 merchants.  NexTag has several direct
competitors, including Shopzilla.com and Pricegrabber.com.  The
basis of competition is the volume and value of Internet traffic
delivered to merchants.  Additionally, NexTag indirectly competes
with some of its clients and with search engines for Internet
traffic.

"The stable rating outlook assumes that the business will continue
to grow, enabling the company to expand its EBITDA base and
maintain covenant compliance," said Mr. Liu.  "Still, we could
lower the rating if debt leverage reaches 3x.  This could happen
if revenue declines 15%, coupled with a meaningful deterioration
in EBITDA margins.  It is also possible that debt leverage reaches
3x due to debt-financed acquisitions."


NEXSTAR BROADCASTING: S&P Puts 'BB-' Rating on Proposed $50MM Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'BB-'
issue-level rating to the proposed $50 million incremental
senior secured term loan of Nexstar Broadcasting Inc. (two
notches above the 'B' corporate credit rating of the parent,
Irving, Texas-based Nexstar Broadcasting Group Inc.).  "The
recovery rating on the debt is '1', indicating our expectation
of very high (90% to 100%) recovery for lenders in the event
of a payment default.  Nexstar plans to use the net proceeds
of the loan to redeem its outstanding 11.375% senior discount
notes, to pay related fees and expenses, and for general
corporate purposes," S&P related.

"At the same time, we affirmed the 'B' corporate credit rating on
Nexstar Broadcasting Group Inc. and the issue-level ratings on the
consolidated company's debt.  We also revised the recovery rating
on the company's $325 million second-lien notes to '4', indicating
our expectation of average (30% to 50%) recovery for note holders
in the event of a payment default, from '3'," S&P noted.

"We also revised our rating outlook on Nexstar to positive from
stable.  The rating outlook revision reflects our expectation
that, barring unforeseen events, the company will be able to
continue reducing its leverage on an average trailing-eight-
quarter EBITDA basis so that lease-adjusted debt to EBITDA
approaches the mid-6x range within the next 12 months," S&P
stated.

"The rating affirmation reflects our view that the proposed
transaction, combined with the pending acquisition of two small
CBS affiliates, is essentially leverage-neutral and will slightly
improve the company's lease-adjusted EBITDA coverage of interest
by replacing high-coupon debt with lower-cost bank borrowings,"
said Standard & Poor's credit analyst Deborah Kinzer.  "Our rating
outlook revision reflects our expectation that 2011 EBITDA will be
significantly higher than the 2009 mid-recession level, so that
the ratio of the company's lease-adjusted debt to average
trailing-eight-quarter EBITDA could decline to the mid-6x range
within the next 12 months.  Events that could forestall the
achievement of this threshold include a reversal of the recovery
in core ad demand, failure to renew affiliation agreements with
major networks, and an NFL lockout that extends into the football
season."


NORTEK INC: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Providence, R.I.-based Nortek Inc.  The
rating outlook is stable.

"We assigned our 'BB-' issue-level rating (two notches higher than
the corporate credit rating) to Nortek's proposed $350 million
senior secured term loan due 2017 based on preliminary terms
and conditions.  The recovery rating is '1', indicating our
expectation of very high (90% to 100%) recovery for lenders in
the event of a payment default.  At the same time, we assigned
our 'B' issue-level rating (the same as the corporate credit
rating) to Nortek's proposed $500 million senior notes due 2021
based on preliminary terms and conditions.  The recovery rating
is '4', indicating our expectation of average (30% to 50%)
recovery for lenders in the event of a payment default. If the
proposed transaction closes in a manner consistent with the
preliminary terms and conditions, we would likely raise the issue-
level rating on the existing senior unsecured notes due 2018 to
'B' from 'CCC+', and revise the recovery rating to '4' from '6',"
S&P stated.

The company intends to use the proceeds of the proposed senior
secured term loan facility and senior notes to redeem or
repurchase its 11% senior secured notes due 2013.

"The 'B' rating on Nortek reflects what we consider to be the
company's highly leveraged financial risk profile, given our
expectations that adjusted leverage is likely to exceed 5x over
the upcoming year," said Standard & Poor's credit analyst Tobias
Crabtree.  While the proposed refinancing transaction addresses
the significant portion of the company's capital structure that
matures in 2013, we expect credit measures to remain weak over
the next several quarters given that a significant portion of
the company's cash flow will be needed to service its more than
$1 billion of debt.  The ratings also reflect what we consider to
be its fair business risk profile, as we believe the company has
leading positions in diverse product lines, such as kitchen range
hoods and exhaust fans, which is somewhat offset by its
considerable exposure to challenging residential and
nonresidential construction end markets," S&P noted.

"The ratings incorporate our expectation that demand for
Nortek's products sold to residential end markets, including its
kitchen range hoods, exhaust fans, and ventilation products, which
account for about 30% of its sales, may moderately increase as
housing markets and the general economy continue to recover.
Specifically, we believe repair and replacement markets, which
account for the majority of the company's residential ventilation
products and residential HVAC sales, could improve about 3% to 5%
over the next year.  The stable rating outlook reflects our
expectation that Nortek's operating performance during the next
several quarters will be relatively in-line with its recent levels
due to a gradual improvement in the residential housing market,
resulting in credit measures that we would consider to be in-line
with the ratings given the company's fair business risk profile.
Specifically, we expect adjusted leverage to remain above 5x,
interest coverage at or below 2x, and adjusted EBITDA of at least
$200 million over the next year.  This expectation is based on a
gradual recovery in the company's residential end markets,
especially repair and replacement construction activity, but still
weak commercial construction activity and manageable raw material
cost inflation.  In addition, our outlook reflects our view that
the company's liquidity position is likely to remain adequate
following the recent extension of its ABL facility's maturity to
2015," S&P elaborated.

"We could take a negative rating action if adjusted EBITDA were to
decline in excess of 20% from our projected level of more than
$200 million due to a double-dip recession and reduced
construction activity or rapidly rising raw material costs.
Specifically, for a lower rating, leverage would likely have
to exceed 7x," S&P stated.

"At this time, we believe a positive rating action is unlikely
given our expectations for leverage to be maintained above 5x
throughout 2011.  Still, if operating results were to meaningfully
improve, such as due to a much greater-than-expected recovery in
residential construction activity, resulting in leverage being
maintained between 4x and 5x then we could consider a higher
Rating," S&P added.


NORTH GENERAL: U.S. Trustee Wants J. Garrity as Ch. 11 Trustee
--------------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2 asks the U.S.
Bankruptcy Court for the Southern District of New York to appoint
James L. Garrity, Jr. as the Chapter 11 trustee in North General
Hospital and its Debtor affiliates' bankruptcy cases.

The request was made after the Court entered an order directing
the appointment of a Chapter 11 trustee on March 28, 2011.

Subsequently, the Court granted the request provided that a
$1,550,000 bond is posted.

                     About North General

New York-based North General Hospital is a not-for-profit 200-bed
community hospital in upper Manhattan that has serviced the
communities of East and Central Harlem since the 1970s.  The
Hospital filed for Chapter 11 bankruptcy protection on July 2,
2010 (Bankr. S.D.N.Y. Case No. 10-13553).  Charles E. Simpson,
Esq., at Windels, Marx, Lane & Mittendorf, LLP, assists the
Debtor in its restructuring effort.  Garfunkel Wild, P.C., is the
Debtor's special healthcare and regulatory counsel.  Healthcare
Management Solutions, LLC, is the Debtor's financial and
healthcare reimbursement manager.  Alston & Bird, LLP, serves as
the Official Committee of Unsecured Creditors' counsel.  NHB
Advisors, Inc., is the financial advisor to the Committee.  The
Company disclosed $67 million in assets and $293 million in
liabilities as of the Petition Date.


OLD COLONY: Hearing on Cash Collateral Motion Set for April 28
--------------------------------------------------------------
Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the District
of Massachusetts (Boston) will convene a hearing on Old Colony
LLC's request for continued use of cash collateral on April 28,
2011, at 2:00 p.m.

                       About Old Colony

Saugus, Massachusetts-based Old Colony, LLC, dba The Inn At
Jackson Hole, filed for Chapter 11 bankruptcy protection (Bankr.
D. Mass. Case No. 10-21100) on Oct. 11, 2010.  Donald F.
Farrell, Jr., Esq., at Anderson Aquino LLP, assists the Debtor in
its restructuring effort.  The Debtor estimated its assets and
debts at $10 million to $50 million as of the Petition Date.


OTTER TAIL: Completes Sale of Business to Green Plains for $60MM
----------------------------------------------------------------
Otter Tail Ag Enterprises LLC has completed a sale of its ethanol
production facility pursuant to Section 363 of the bankruptcy code
to Green Plains Renewable Energy Inc.  Total consideration was
approximately $60 million, of which $55 million was for the
property, plant and equipment and the remainder for inventories
and other assets.  The investment banking group of Carl Marks
Advisory Group LLC acted as exclusive M&A and financial advisor to
Otter Tail.

Otter Tail filed for bankruptcy in October 2009 and originally
intended to pursue a Plan of Reorganization that provided for a
full reinstatement of the secured lenders' indebtedness of
approximately $55 million and a recovery of $6.5 million in cash
and $2.3 million of equity to the bondholders on their total claim
of approximately $26 million. Ultimately, that Plan of
Reorganization did not materialize, and in October 2010, Otter
Tail engaged Carl Marks to conduct a formal sale process.  In
January 2011, Carl Marks and Otter Tail installed Green Plains as
the Stalking Horse Bidder, leading to a successful sale of the
assets and a distribution of approximately $16 million in cash to
the bondholders - a premium of more than 80 percent over the
previously agreed upon Plan of Reorganization.

"This transaction realized significant value for all constituents
in a volatile marketplace," said Christopher K. Wu, partner of
Carl Marks Advisory Group.  "The deal is an outstanding outcome
for all of the parties involved in the transaction."

This transaction marks the sixth consecutive engagement for Carl
Marks in the domestic ethanol industry.  The firm has collectively
advised constituents throughout the capital structure on
engagements representing over 2.4 billion gallons of ethanol
production capacity.

                  About Carl Marks Advisory Group LLC

Carl Marks Advisory Group LLC -- http://www.carlmarks.com/-- with
offices in New York, Vienna, Va., Bedminster, N.J., and Charlotte,
N.C., provides a wide array of investment banking and financial,
operational and real estate advisory services to the middle
market, including mergers and acquisitions advice, sourcing of
capital, financial restructuring plans, strategic business
assessments, improvement plans and interim management. Carl Marks
Advisory Group is the 2010 recipient of the Turnaround Management
Association's Turnaround of the Year Award in the Large Company
category.

Carl Marks Securities LLC, based in New York, assists its clients
in executing private placements of debt and equity. The firm is a
member of FINRA and SIPC.

                         About Otter Tail AG

Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC
-- http://www.ottertailethanol.com/-- owns and operates a
nameplate capacity 55 million gallon annual production plant of
undenatured ethanol in Fergus Falls, Minnesota.  The Company
processes approximately 20 million bushels of corn into
approximately 55 million gallons of ethanol each year.  In
addition, the Company sells distillers grains, a principal
co-product of the ethanol production process.

The Company filed for Chapter 11 on Oct. 30, 2009 (Bankr. D. Minn.
Case No. 09-61250).  Attorneys at Mackall, Crounse & Moore, PLC,
represent the Debtor in the Chapter 11 case.  Carl Marks Advisory
Group LLC is the financial advisor.

The Debtor disclosed assets of $66.4 million against $86 million
in debt, nearly all secured, in its schedules.  The largest
secured creditor is AgStar Financial Services, owed $40.9 million.


OUTSOURCE HOLDINGS: Files List of 18 Largest Unsecured Creditors
----------------------------------------------------------------
Outsource Holdings, Inc., has filed with U.S. Bankruptcy Court for
the Northern District of Texas its list of 18 largest unsecured
creditors, disclosing:

  Entity                        Nature of Claim       Claim Amount
  ------                        ---------------       ------------
BNY Mellon, Indenture Trustee      Indenture           $5,280,058
525 William Penn Place
7th Floor
Pittsburgh, PA 15259

Duncan Burkholder                  2009 Notes            $688,500
4515 Marsha Sharp
Freeway
Lubbock, TX 79407

James Young                        2009 Notes            $688,500
5010 91st Street, #8
Lubbock, TX 79424

John Walton                        2009 Notes            $573,750
4718 S. Loop 289
Lubbock, TX 79414

James Mils                         2009 Notes            $570,000
8160 Sundance Dr.
Mansfield, TX 76063

Jim Burke                          2009 Notes            $570,000
8136 Sundance Dr.
Mansfield, TX 76063

Larry Rother                       2009 Notes            $570,000
3601 Misty Creek Drive
Austin, TX 78735

Greg Garland                       2009 Notes            $401,625
5723 83rd Lane
Lubbock, TX 79424

Ricky Green                        2009 Notes            $401,625
4903 97th Street
Lubbock, TX 79424

Bruce Orr                          2009 Notes            $285,000
3617 Woodedcreek Cr.
Arlington, TX 76016

Ronnie Malone                      2009 Notes            $285,000
5506 Vista Meadow
Dallas, TX 75248

Duncan Burkholder                  2010 Notes             $22,145

James Young                        2010 Notes             $22,145

John Walton                        2010 Notes             $18,455

Greg Garland                       2010 Notes             $12,918

Ricky Green                        2010 Notes             $12,918

Bruce Orr                          2010 Notes              $9,227

Ronnie Malone                      2010 Notes              $9,227

                      About Outsource Holdings

Lubbock, Texas-based Outsource Holdings, Inc.'s only significant
asset is its ownership of all of the outstanding capital stock of
Jefferson Bank, which is a state bank with five branch locations
in the Dallas/Fort Worth metroplex.

Outsource Holdings believes that a sale/merger of its interests in
Jefferson Bank before August 2011 offers the best opportunity for
maximizing the value of this asset for this bankruptcy estate and
its creditors.  The Debtor has been unable to obtain consent from
its creditors to conduct a sale or merger outside of bankruptcy.

Since Outsource Holdings believes that a sale before August 2011
is necessary to avoid significant and sudden further declines in
the value of its interests in Jefferson Bank, Outsource Holdings
believes its fiduciary duties to its creditor body as a whole
required the initiation of the bankruptcy case.

Outsource Holdings filed for Chapter 11 bankruptcy protection on
April 3, 2011 (Bankr. N.D. Tex. Case No. 11-41938).  Jeff P.
Prostok, Esq., at Forshey & Prostok, LLP, serves as Outsource
Holdings' bankruptcy counsel.  Outsource Holdings estimated its
assets and debts at $10 million to $50 million.


OVERLAND STORAGE: Joseph De Perio Appointed as Board Member
-----------------------------------------------------------
The Board of Directors of Overland Storage, Inc., upon the
recommendation of its Nominating and Governance Committee,
appointed Joseph A. De Perio to fill one of the vacancies on the
Board of Directors.  Mr. De Perio will serve as a director of the
Company for a term of office expiring at the Company's next Annual
Meeting of Shareholders.  Mr. De Perio will receive compensation
in accordance with the Company's standard compensation
arrangements for non-employee directors.

Mr. De Perio was selected as a director pursuant to the terms of a
Stock Purchase Agreement dated March 16, 2011, by and among the
Company, Clinton Magnolia Master Fund Ltd. and certain other
investors party thereto.  Pursuant to the Purchase Agreement, CMAG
acquired 2,832,861 shares of common stock of the Company and
warrants exercisable to purchase 1,246,458 shares of common stock
of the Company for total consideration of $5.0 million.  Mr. De
Perio is a portfolio manager of Clinton Group, Inc., the
investment manager for CMAG.

The Board of Directors has determined that Mr. De Perio qualifies
as independent under the independence standards set forth in
NASDAQ Marketplace Rule 5605(a)(2).

                       About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company's balance sheet at Dec. 31, 2010 showed $39.82 million
in total assets, $38.31 million in total liabilities and $1.52
million in shareholders' equity.

As reported in the Troubled Company Reporter on Sept. 28, 2010,
Moss Adams LLP, in San Diego, Calif., expressed substantial
doubt about Overland Storage's ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted of the Company's
recurring losses and negative operating cash flows.


PACIFIC DEVELOPMENT: Has OK to Sell Five Lots to Sierra Homes
-------------------------------------------------------------
Bankruptcy Judge R. Kimball Mosier authorized Pacific Development,
L.C., to sell five parcels of real property located in Heritage
Village, Payson, Utah County, Utah: (i) 41-711-34; (ii) 41-711-35;
(iii) 41-711-36; (iv) 41-711-37; and (v) 41-711-40, free and clear
of all liens, claims and encumbrances, to Sierra Homes
Construction, Inc.  A copy of the Court's April 6, 2011 Findings
and Conclusions is available at http://is.gd/RHxuU7from
Leagle.com.

                     About Pacific Development

Provo, Utah-based Pacific Development, L.C., is the obligor on and
owner of various real estate development loans for properties
primarily located in Payson, Salem, Springville and Harrisburg,
Utah.  The Company filed for Chapter 11 protection (Bankr. D. Utah
Case No. 10-22754) on March 10, 2010.  Danny C. Kelly, Esq. at
Stoel Rives LLP represents the Debtor in its restructuring effort.
The Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.

The Official Committee of Unsecured Creditors is represented by
David P. Billings and J. Thomas Beckett at Parsons, Behle &
Latimer, P.C.


PAPERWORKS INDUSTRIES: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B' corporate credit rating to Philadelphia,
Pa.-based PaperWorks Industries Holding Corp.  The outlook
is stable.

"At the same time, we assigned preliminary issue-level and
recovery ratings to the company's proposed $250 million senior
secured credit facilities.  The credit facilities consist of
a $40 million senior secured revolving credit facility and a
$210 million senior secured term loan.  We have assigned
preliminary 'B+' ratings (one notch higher than the corporate
credit rating) and a preliminary '2' recovery rating to the
senior secured debt.  The '2' recovery rating indicates our
expectation of substantial (70% to 90%) recovery for lenders
in the event of a payment default," S&P related.

The company intends to use proceeds to refinance existing debt and
the bridge loan used to fund two acquisitions, namely Manchester
Industries and Rosmar Packaging Corp., and to pay related fees and
expenses.  In January 2011, an affiliate of PaperWorks' equity
sponsor, Sun Capital Partners, completed these two strategic
acquisitions with the plan to merge these businesses into
PaperWorks in conjunction with the refinancing of PaperWorks'
credit facility.

"The preliminary ratings on PaperWorks reflect its highly
leveraged financial risk profile, participation in the very
competitive and fragmented paperboard industry, significant
customer concentration, and some substitution risk from
alternative packaging materials," said Standard & Poor's credit
analyst Liley Mehta.  "Partially tempering factors include
relatively recession resistant demand from consumer end markets,
contractual pass through of raw material price fluctuations for a
majority of its customers, and integrated paperboard manufacturing
operations with the ability to produce different substrates."

PaperWorks is a manufacturer of folding cartons and paperboard.
The packaging segment, which represents more than half of
consolidated revenues, primarily includes folding cartons for
personal care, household and fabric care, pet care, food, health
care, and other consumer products which have relatively recession
resistant demand.  The paperboard segment (which accounts for the
balance of its sales) manufactures and sheets paperboard for the
folding carton market, as well as for internal consumption.

"The stable rating outlook reflects our expectations of gradual
improvement in operating performance as a result of integration
benefits from the Manchester and Rosmar acquisitions, and low-
single-digit sales volume growth coupled with our expectations for
manageable increases in raw materials costs," S&P related.

"A negative rating action could occur if EBITDA declined, which we
believe could cause cash flow to decline and liquidity to tighten
considerably.  This could occur due to customer losses, or if
input costs, especially for old corrugated containers, increase
materially and sales price increases do not take hold.  We could
also lower the ratings if free cash flow turns negative for an
extended period, or if the key credit metric of debt to EBITDA is
near or above 6x on a consistent basis.  In addition, we have
reservations about financial policy, particularly in light of the
private equity ownership and acquisition-driven growth strategy,'
S&P noted.

"If the company successfully completes the integration of the
Rosmar and Manchester acquisitions and maintains an improving
earnings and consistent free cash generation, we could raise
ratings modestly," S&P stated.


PHOENIX ASSOCIATES: Trustee Cannot Avoid Transfer of Appeal Bond
----------------------------------------------------------------
Wilbur J. Babin, Jr., the trustee in the chapter 7 bankruptcy case
of Phoenix Associates Land Syndicate, Inc., filed a complaint
against E.H. Mitchell & Company, L.L.C., seeking to avoid the
recordation of a monetary judgment and to avoid a transfer of an
appeal bond originally posted in state court by the Debtor.  In an
April 6, 2011 Memorandum Opinion, available at http://is.gd/O74ws2
from Leagle.com, Bankruptcy Judge Jerry A. Brown held that the
Chapter 7 trustee can avoid the recordation of the judgment, but
the trustee cannot avoid the transfer of the appeal bond.  The
case is Wilbur J. "Bill" Babin, Jr., in his capacity as trustee of
the bankruptcy estate of Phoenix Associates Land Syndicate, v.
E.H. Mitchell & Company, L.L.C., Adv. Pro. No. 10-1020 (Bankr.
E.D. La.).

                    About Phoenix Associate

Based in Madisonville, Louisiana, Phoenix Associates Land
Syndicate, dba Murphy Sand and Gravel -- http://www.pbls.biz/--
focused principally on the acquisition and development of
companies in the aviation, construction, mining and oil & gas
industries.

The Company filed for Chapter 11 on June 10, 2009 (Bankr. E.D.
La. Case No. 09-11743).  Claude C. Lightfoot, Jr., at Claude C.
Lightfoot, Jr. P.C., represented the Debtor in its restructuring
efforts.  In its schedules, the Debtor listed $6,300 in total
assets and $20,135,813 in total liabilities.

The case was converted to Chapter 7 on July 31, 2009.


PINNACLE HILLS: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pinnacle Hills West, LLC
        5506 Walsh Lane, Suite 212
        Rogers, AR 72758

Bankruptcy Case No.: 11-71721

Chapter 11 Petition Date: April 11, 2011

Court: U.S. Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  BOND LAW OFFICE
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  E-mail: attybond@me.com

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

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

The petition was signed by Bill Schwyhart, manager of Schwyhart
Holdings, LLC, manager.

Debtor's List of nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Private Bank & Trust Co.       Real Estate         $19,768,234
1401 S Brentwood Boulevard
Saint Louis, MO 63144

Chambers Bank                      Real Estate          $6,305,113
1685 E. Joyce Boulevard
Fayetteville, AR 72703

Liberty Bank of Arkansas           Real Estate          $5,698,929
P.O. Box 7514
Jonesboro, AR 72403

Benton County Tax Collector        2008 and 2009        $1,024,942
215 East Central, Suite 3          Delinquent Taxes
Bentonville, AR 72712

Traffic & Lighting Systems         --                     $151,638

McGoodwinWilliamsYates, Inc.       --                      $93,563

Butler, Rosenbury & Prtnrs Inc     --                      $46,484

Frost, PLLC                        --                         $800

Delaware Secy of State             --                         $271


PPL CAPITAL: Fitch Puts 'BB+' Rating on Junior Subordinated Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to PPL Capital Funding,
Inc.'s new $850 million issue of 4.32% junior subordinated notes
due June 2019.  The notes are a component of PPL Corp.'s (PPL)
offering of equity units.  The equity units consist of the notes
and a forward purchase contract obligating the holder to purchase,
no later than May 1, 2014, a stated number of PPL common stock.
The Ratings Outlook is Stable.

Net proceeds of this offering and a concurrent common stock
offering will be used to reduce PPL's borrowings under a bridge
loan facility used to fund the acquisition of Central Networks,
a UK electricity distribution business, from E.ON AG.  The
acquisition closed on April 1, 2011.

The ratings of PPL Capital Funding are based on an unconditional
guarantee by its corporate parent PPL. PPL's ratings reflect its
rapid transformation from a company heavily reliant on commodity
sensitive businesses to one that is highly regulated with
substantially less business risk. Driven by the acquisitions
of Central Networks in April 2011 and LG&E and KU Energy, LLC,
in November 2010, regulated operations are expected by Fitch to
provide approximately 75% of consolidated EBITDA by 2013. By
comparison regulated operations accounted for approximately 30%
of EBITDA prior to the acquisitions.

The ratings also reflect Fitch's expectation that the initial
rise in leverage from funding the aforementioned acquisitions
will decline over the next few years.  The expected improvement
recognizes a full year of earnings from the two acquisitions,
including synergy savings at the newly acquired UK electricity
distribution businesses, and a $77 million rate increase
implemented by PPL's US electricity business, PPL Electric
Utilities Corp. (Issuer Default Rating [IDR] 'BBB' by Fitch)
effective Jan. 1, 2011.

Fitch calculates the pro forma 2010 ratio of debt/EBITDA,
adjusted to include the permanent acquisition financing and the
2011 earnings contribution of Central Networks, increased to 5.1
times (x) compared to the 2010 debt/EBITDA of 4.4x. By 2013, Fitch
expects this leverage measure to fall below 4.0x.

The ability to extract expected synergy savings from the newly
acquired UK businesses and a challenging operating environment for
PPL's US wholesale power business are the primary credit concerns.
Driven primarily by lower energy and capacity prices and higher
fuel costs, the earnings and cash flow contribution of PPL's
wholesale power business are expected to decline in 2011 and
remain under pressure for several years.  In addition, management
forecasts an increase in 2011 operating and maintenance expense.

The concurrent offerings of common stock and equity units
completes approximately 50% of the permanent acquisition funding
related to the Central Networks acquisition, which was initially
funded with a GBP3.6 billion (approximately $5.8 billion) bridge
loan facility.  PPL plans to term out the remaining borrowings of
approximately $3 billion with long-term debt to be issued at the
newly acquired UK entities.

The new notes will be subordinate and junior to all of PPL Capital
Funding's existing and future senior indebtedness.  Prior to May
1, 2016, PPL Capital Funding will have the right to defer interest
on the notes one or more times for one or more consecutive
interest periods without giving rise to an event of default.

The notes will be pledged as security for the holders' obligation
to purchase the PPL common stock by May 1, 2014.  The securities
will be remarketed in two tranches and will be subordinated
unsecured obligations of PPL Capital Funding and will remain
outstanding until maturity in 2019.

The notes will initially pay a fixed 4.32% rate of interest
through May 1, 2014, payable quarterly.  Holders of the equity
units will also receive quarterly contract payments of 4.43% on
the forward purchase contract.  The company may elect to remarket
the notes as fixed rate notes and/or floating rate notes.


PROFESSIONAL VETERINARY: Plan Exclusivity Extended Until May 17
---------------------------------------------------------------
The Hon. Timothy J. Mahoney extended until May 17 the time within
which Professional Veterinary Products, Ltd., and its debtor
affiliates have exclusive right to solicit acceptances of their
plan of liquidation.

Direct Vet Marketing, Inc., a creditor holding more than $17
million in claims, objected to the approval of the disclosure
statement explaining the liquidation plan.  To resolve DVM's
objection, the Debtors and the Official Committee of Unsecured
Creditors entered into a stipulation with the creditor providing
for the liquidation of the DVM claim either through a negotiated
resolution or an appropriate adversary proceeding or contested
matter.  The parties also agreed that any hearing on the approval
of the Disclosure Statement will be continued only after (i) the
DVM claim is resolved or (ii) until one of the parties seeks a
further hearing date, though no party can make that request on or
before July 1.

The stipulation also prohibits DVM from objecting to the Plan or
seeking for the dismissal or conversion of the Debtors' bankruptcy
cases or filing a competing plan.

                About Professional Veterinary Products

Professional Veterinary Products Ltd. -- http://www.pvpl.com/--
operates a veterinary supply company owned and managed by
veterinarians.

Professional Veterinary sought Chapter 11 protection from
creditors on August 20, 2010, in Omaha, Nebraska (Bankr. D. Neb.
Case No. 10-82436).  Affiliates ProConn and Exact Logistics also
filed for Chapter 11.

The Company reported $89.79 million in total assets,
$78.23 million in total liabilities, and $11.56 million in
stockholders' equity at April 30, 2010.

The Company hired McGrath North Mullin & Kratz PC LLC, as
bankruptcy counsel and Alliance Management as financial and
restructuring advisors.

As reported in the Troubled Company Reporter on December 29, 2010,
the Debtors and the Official Committee of Unsecured Creditors have
submitted to the Bankruptcy Court a proposed Plan of Liquidation
and an explanatory Disclosure Statement.


PROFESSIONAL VETERINARY: Seeks to Employ BKD LLP as Auditors
------------------------------------------------------------
Professional Veterinary Products, Ltd., a Nebraska corporation,
and its debtor affiliates seek court authority to employ BKD, LLP,
as their auditors.

The Debtors relate that they seek to employ BKD to perform
auditing work relating to their Master Profit Sharing Plan and
Trust.  The Debtors, according to Robert P. Diederich, Esq., at
McGrath North Mullin & Kratz, PC LLO, in Omaha, Nebraska, have
wound up their Profit Sharing Plan. If the Profit Sharing Plan has
not been properly terminated, there is a potential risk of
liability that the Debtors could face, Mr. Diedrerich says.  A
final audit would ensure that the Profit Sharing Plan has been
properly terminated and thus would reduce the potential for any
liability owing from the Debtors, he adds.

BKD is owed $20,000 in prepetition debt.  BKD, Mr. Diederich
relates, is unwilling to provide any postpetition services to the
Debtors without receiving payment of 60% of the prepetition debt.
To ensure that the Debtors retain the value-enhancing services of
BKD, the Debtors seek to pay BKD $12,000, the amount representing
60% of the value of BKD's claim, a distribution marginally more
than the Debtors estimate it will receive as a distribution in
under their plan of liquidation. In exchange for the payment, BKD
would waive its right to the balance of its unsecured, prepetition
claim, Mr. Diederich says.

               About Professional Veterinary Products

Professional Veterinary Products Ltd. -- http://www.pvpl.com/--
operates a veterinary supply company owned and managed by
veterinarians.

Professional Veterinary sought Chapter 11 protection from
creditors on August 20, 2010, in Omaha, Nebraska (Bankr. D. Neb.
Case No. 10-82436).  Affiliates ProConn and Exact Logistics also
filed for Chapter 11.

The Company reported $89.79 million in total assets,
$78.23 million in total liabilities, and $11.56 million in
stockholders' equity at April 30, 2010.

The Company hired McGrath North Mullin & Kratz PC LLC, as
bankruptcy counsel and Alliance Management as financial and
restructuring advisors.

As reported in the Troubled Company Reporter on December 29, 2010,
the Debtors and the Official Committee of Unsecured Creditors have
submitted to the Bankruptcy Court a proposed Plan of Liquidation
and an explanatory Disclosure Statement.


RAY ANTHONY: Seeks to Employ W.B. Kania as Accountant
-----------------------------------------------------
Ray Anthony International, LLC seeks permission from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to
employ W.B. Kania & Associates, LLC as its accountant.

As the Debtor's accountant, W.B. Kania will prepare, review and
file tax returns on behalf of the Debtor.

The Debtor will pay W.B. Kania at $150 per hour.

W.B. Kania has no connection with the Debtor, nor represent any
interest adverse to the Debtor or any other party-in-interest.

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 10-26576) on Sept. 15, 2010.  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010.


RAY ANTHONY: Has Until April 13 to Decide on Unexpired Leases
-------------------------------------------------------------
At Ray Anthony International, LLC's request, the U.S. Bankruptcy
Court for the Western District of Pennsylvania extended the
deadline by which the Debtor may assume or reject its lease of
nonresidential real property until April 13, 2011.

The Debtor's deadline to assume or reject its business premises
leases expired on March 14, 2011 pursuant to Section 365(d)(4) of
the Bankruptcy Code.

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 10-26576) on Sept. 15, 2010.  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010.


RCC NORTH: U.S. Bank Plan Disclosures Hearing Scheduled for May 18
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on May 18, 2011, to consider approval of the disclosure
statement explaining the Chapter 11 plan of reorganization which
U.S. Bank N.A. proposed for RCC North LLC.

Under U.S. Bank's proposed restructuring plan, claims and
interests are divided into five classes: Class 1-A Administrative
Claims, Class 2 Security Claims, Class 3 General Unsecured Claims,
Class 4 U.S. Bank Unsecured Claim, and Class 5 Interest.

Class 1 is further divided into three classes.  Class 1-A consists
of administrative claims while Classes 1-B and C consist of wage
and tax claims, respectively.  These claims will be paid in full
and in cash unless the creditors agree to an alternative form of
treatment.

Class 2 is also further divided into four classes.  Class 2-A
consists of allowed secured claim of U.S. Bank while Class 2-B
consists of allowed secured claim of Maricopa County for real
property taxes.  Meanwhile, Classes 2-C and 2-D consist of allowed
secured claims of Fennemore Craig and Larson Allen, respectively.

The plan proposes to, among other things, transfer to U.S. Bank
title to any personal property collateral for its loan including
cash collateral.  The bank will be required to pay allowed
unsecured claims in full from its cash collateral after the plan
takes effect.

Fennemore Craig's and Larson Allen's secured claims will be paid
in full from their retainer.  The balance of the retainer will be
paid to U.S. Bank or its designee.

As for Maricopa County's secured claim, the plan proposes to pay
it in full, with interest, as of the effective date to the extent
such claim exist.

Class 3 consists of allowed unsecured claims of creditors other
than U.S. Bank.  They will be paid in full following the effective
date.

Class 4 consists of U.S. Bank's allowed unsecured claim.  On
account of this claim, the bank will receive any property of RCC
North's estate not subject to a valid and enforceable lien or
security interest in favor of the bank.

Meanwhile, Class 5 consists of allowed interests held by Raintree
Corporate Center Holdings LLC.  RCCH will retain its equity
interests in RCC North, according to the proposed plan.

Under the proposed plan, Classes 2-A and 4 are impaired, thus,
only those classes are entitled to vote on the plan.  The other
classes are unimpaired.

The plan will be funded by U.S. Bank's collateral and other assets
and will be implemented by a new property manager to be retained
by the bank.

A full-text copy of U.S. Bank's proposed Chapter 11 plan of
reorganization is available for free at:

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

                       About RCC North LLC

Scottsdale, Arizona-based RCC North LLC owns and operates two
Class A office buildings and the related corporate campuses known
as Phase I and Phase II of the Raintree Corporate Center located
north of the northeast corner of Loop 101 (Pima Freeway) and
Raintree Drive, at 15333 North Pima Road and 15111 North Pima
Road, respectively, in Scottsdale, Arizona.

The Company filed for Chapter 11 bankruptcy protection on April
15, 2010 (Bankr. D. Ariz. Case No. 10-11078).  John J. Hebert,
Esq., Mark W. Roth, Esq., and Philip R. Rudd, Esq. at Polsinelli
Shughart PC represent the Debtor in its restructuring effort. The
Company estimated its assets and debts at $50 million to
$100 million in its Chapter 11 petition.


RCI REGIONAL: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: RCI Regional Grove, LLC
        One BetterWorld Circle, Suite 300
        Temecula, CA 92590

Bankruptcy Case No.: 11-22055

Chapter 11 Petition Date: April 12, 2011

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

Judge: Scott C. Clarkson

Debtor's Counsel: Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: rb@lnbrb.com

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

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

The petition was signed by Paul Garrett, president of Redhawk
Communities, Inc., sole member.

Debtor's List of two Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Garrett Real Estate Services       --                       $1,639
One BetterWorld Circle, Suite 300
Temecula, CA 92590

City of Garden Grove               --                         $896
11222 Acacia Parkway
P.O. Box 3070
Garden Grove, CA 92842-3070


RICHFIELD 81: Judge Massey Rejects Debtor's Dirt-For-Debt Plan
--------------------------------------------------------------
WestLaw reports that valuation evidence presented by a Chapter 11
debtor, including expert testimony based on allegedly comparable
sales conducted more than one year earlier, was insufficient to
show that the debtor's dirt-for-debt plan, under which a portion
of the undeveloped real property securing a creditor's claim was
to be surrendered to it in full satisfaction of its claim, would
provide the creditor with the indubitable equivalent of its claim.
Thus, the plan could not be "crammed down" over the creditor's
objection.  The expert provided no information as to how long it
took these alleged comparables to sell or whether the creditor
could sell land that was to be surrendered in a reasonable time.
A secured creditor's ability to liquidate fairly quickly the
illiquid property that is to be distributed to it under a plan is
a most important consideration in the court's "indubitable
equivalence" analysis.  In re Richfield 81 Partners II, LLC, ---
B.R. ----, 2011 WL 1345563 (Bankr. N.D. Ga.).

The Honorable James E. Massey entered his Order (Doc. 84) denying
the Debtor's request to value property securing a $1.4 million
loan from SunTrust Bank at $1.6 million on Feb. 8, 2011.

Richfield 81 Partners II, LLC, sought chapter 11 protection
(Bankr. N.D. Ga. Case No. 10-73883) on May 8, 2010, and is
represented by James L. Paul, Esq. --
jimmy.paul@chamberlainlaw.com -- at Chamberlain, Hrdlicka, White,
Williams & Martin, in Atlanta, Ga.


RK HOSPITALITY: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: RK Hospitality, LLC
          dba Days Inn & Suites-Bentonville
        1709 SE Sunrise Street
        Bentonville, AR 72712

Bankruptcy Case No.: 11-71720

Chapter 11 Petition Date: April 11, 2011

Court: U.S. Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  BOND LAW OFFICE
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  E-mail: attybond@me.com

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/arwb11-71720.pdf

The petition was signed by Kuldeep K Chawla, manager.


SATELITES MEXICANOS: Wants Ernst & Young as Financial Advisor
-------------------------------------------------------------
Satelites Mexicanos, S.A., de C.V., et al., ask for authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Ernst & Young LLP as financial advisor, nunc pro tunc to
the Petition Date.

E&Y will, among other things:

     a. develop communication plans for various constituents;

     b. assist the management and the Debtors' counsel with
        respect to bankruptcy implementation, including but not
        limited to the preparation of the information required in
        the schedule of financial affairs and the statements of
        assets and liabilities and the development of process for
        production of monthly operating reports;

     c. design and prepare a 13-week liquidity management/cash
        flow template/tool that incorporates detailed sources and
        uses of cash; and

     d. assist with the preparation of a liquidation analysis to
        produce an illustrative summary of potential recoveries
        under various scenarios.

E&Y will be paid based on the hourly rates of its professionals:

        Partner/Principal                  $650-$700
        Senior Manager                     $500-$550
        Manager                            $375-$400
        Senior/Staff                       $200-$325

To the best of the Debtors' knowledge, E&Y is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                         About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex filed for Chapter 11 bankruptcy protection on April 6, 2011
(Bankr. D. Del. Case No. 11-11035).

Affiliates Alterna'TV International Corporation (Bankr. D. Del.
Case No. 11-11034) and Alterna'TV Corporation (Bankr. D. Del. Case
No. 11-11033) simultaneously filed separate Chapter 11 petitions.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel.  Lazard Freres & Co. LLC is
the Debtors' investment banker.  Rubio Villegas & Asociados, S.C.,
serves as the Debtors' special Mexican corporate and regulatory
counsel.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.

Jefferies & Company, Inc., is the financial advisor to supporting
2nd lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting 2nd lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.

In its schedules, Satmex disclosed $393,427,253 in total assets
and $457,699,978 in total debts.


SATELITES MEXICANOS: Wants Lazard Freres as Investment Banker
-------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., et al., ask for authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Lazard Freres & Co. LLC as investment banker and financial
advisor, nunc pro tunc to the Petition Date.

Lazard Freres will, among other things:

     a. review and analyze the Debtors' business, operations and
        financial projections;

     b. evaluating the Debtors' potential debt capacity and
        capital expenditure requirements in light of its projected
        cash flows;

     c. assist in the determination of a capital structure for the
        Debtors; and

     d. assist in the determination of a range of values for the
        Debtors on a going concern basis.

Lazard Freres will be paid, among other things:

     a. a monthly fee of $175,000 for the first two months of its
        engagement, and $150,000 for each additional month of
        engagement;

     b. a fee equal to $2 million, payable upon the earlier (i)
        execution of a binding term sheet by, or similar binding
        agreement in principle among, a sufficient number of the
        Debtors' stakeholders to proceed with the implementation
        of a restructuring, (ii) execution of definitive
        agreements with respect to a pre-packaged or pre-arranged
        plan of reorganization by a number of the Debtors'
        stakeholders as is necessary to bind the Debtors'
        stakeholders to the plan, and (iii) delivery of binding
        consents to, or execution of, a prepackaged plan by a
        number of the Debtors' stakeholders as is necessary to
        file the plan; and

     c. a fee equal to $8 million, payable upon consummation of a
        restructuring.

More information on compensation of Lazard Freres is available at
the letter agreement, a copy of which is available for free at:

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

J. Blake O'Dowd, managing director of Lazard Freres, assures the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

                        About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex filed for Chapter 11 bankruptcy protection on April 6, 2011
(Bankr. D. Del. Case No. 11-11035).

Affiliates Alterna'TV International Corporation (Bankr. D. Del.
Case No. 11-11034) and Alterna'TV Corporation (Bankr. D. Del. Case
No. 11-11033) simultaneously filed separate Chapter 11 petitions.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel.  Ernst & Young LLP is the
Debtors' financial advisor.  Rubio Villegas & Asociados, S.C.,
serves as the Debtors' special Mexican corporate and regulatory
counsel.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.

Jefferies & Company, Inc., is the financial advisor to supporting
2nd lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting 2nd lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.

The Debtors disclosed $441.6 million in total assets and
$531.6 million in total debts as of March 23, 2011.

In its schedules, Satmex disclosed $393,427,253 in total assets
and $457,699,978 in total debts.


SBARRO INC: Nebraska District Court Issues Show Cause Order
-----------------------------------------------------------
District Judge Laurie Smith Camp issued separate orders directing
parties in four lawsuits involving Sbarro Inc. as defendant, to
show cause why the suits should not be referred to the Bankruptcy
Court for the District of Nebraska under NEGenR 1.5(a)(1) and 28
U.S.C. Sec. 157.  Under NEGenR 1.5(a)(1), "Upon the filing of a
suggestion in bankruptcy, or other notification that a party to a
civil case is a debtor in a bankruptcy case, the entire case will
be referred to the bankruptcy court of this district for further
action."

The four lawsuits are:

     -- Kursat Hamzaoglu, v. Sbarro, Inc., Case No. 8:09CV301
        (D. Neb.);

     -- Charles Alley, v. Sbarro, Inc., Case No. 8:09CV300
        (D. Neb.);

     -- Volkan Soyulmaz, v. Sbarro, Inc., Case No. 8:09CV299
        (D. Neb.); and

     -- Zafer Bulduk, v. Sbarro, Inc., Case No. 8:09CV298
        (D. Neb.)

A copy of one of the Court's orders is available at
http://is.gd/tZ1RIFfrom Leagle.com.

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with 5,170
employees, 1,045 restaurants throughout 42 countries, and annual
revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SEA TURTLE: Wells Fargo Buys Shopping Center for $10-Mil.
---------------------------------------------------------
Josh McCann at The Island Packet & The Beaufort Gazette reports
that Wells Fargo Bank claimed the Berkeley Place shopping center
in Bluffton in a foreclosure auction.  The bank, which started
foreclosure proceedings against center owner Sea Turtle
Entertainment in 2009, was the lone bidder, offering $10 million.

According to the report, Sea Turtle Entertainment owed more than
$30 million on a $23.5 million loan it obtained in 2007, according
to the records.  The 24-acre open-air center is home to the Sea
Turtle Cinemas movie theater and a collection of shops and
restaurants.  A few of the center's units had been sold previously
and were not affected by the auction, but the theater and much of
the center were involved, said Lori Kaylor, managing partner of
Sea Turtle Entertainment and vice president of Sea Turtle Cinemas.

The Gazette says a judge appointed Faison & Associates, a
Charlotte commercial real estate firm, to run the center and try
to find a buyer after the bank initiated foreclosure.  At the
time, the bank said Sea Turtle Entertainment had failed to make
monthly payments of more than $155,000 since September 2008 and
was accumulating interest at a rate of more than $6,700 per day.

Based in Hilton Head Island, South Carolina, Sea Turtle Cinemas,
Inc., Sea Turtle Cinemas operates a 45,000 square foot, 12-screen
movie theater and is the anchor of Berkeley Place shopping center,
which is being operated by Sea Turtle Entertainment, LLC.  The
Landlord and the Debtor are owned and managed by the same group of
individuals and entities.

Sea Turtle Cinemas filed for Chapter 11 bankruptcy (Bankr. D. S.C.
Case No. 10-03259) on May 4, 2010).  Michael W. Mogil, Esq. --
mwmogil@aol.com -- serves as the Debtor's counsel.  In its
petition, the Debtor estimated both assets and debts as between
$1 million and $10 million.


SEXY HAIR: Taps Eckert Seamans to Handle Intellectual Property
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Sexy Hair Concepts LLC, et al., to employ Eckert
Seamans Cherin & Mellott, LLC as special counsel.

Eckert's will handle the Debtors' intellectual property portfolio
and all matters related thereto.  The Debtor also tapped Eckert's
services in the Class Action lawsuit - Salon Fad et al., v.
L'oreal USA, Inc. et al., Case No. 10-CV-5063- which was initiated
in the U.S. District Court of the Southern District of New York.
The Class Action plaintiffs alleged, among other things, that Sexy
Hair, by virtue of a statement on its packaging, violated the
Lanham Act.

Eckert will maintain consolidated time records reflecting work
performed on behalf of all Debtors, and each Debtor will be
jointly and severally liable for all fees and expenses incurred by
Eckert.  Any services provided by Eckert, solely for the benefit
of Midco or Ecoly, will be de minimis and will be incidental to
the work performed on behalf of the operating entity, Sexy Hair.
It is expected that all funds used to pay Eckert's fees and
expenses will come from Sexy Hair's operating cash flow or
reorganization because.

The hourly rates of Eckert's personnel are:

     Junior Associates                    $160
     Partners                             $615
     Paralegal/Librarian               $150 - $165

Sexy Hair advanced to Eckert a $25,000 prepetition retainer.
Eckert did not incur any expenses on behalf of the Debtors, but
received monthly compensation prior to the Petition Date of
$355,598.  As of the Petition Date, the retainer balance is
$25,000.

Roberta Jacobs-Meadway, a partner at Eckert, assures the Court
that the firm is a ?disinterested person? as that term is defined
in Section 101(14) of the Bankruptcy Code.

Ms. Jacobs-Meadway can be reached at:

     Roberta Jacobs-Meadway
     member, board of directors
     co-chair of the Intellectual Property Group
     Two Liberty Place
     50 South 16th Street, 22nd Floor
     Philadelphia, PA 19102
     Tel: (215) 851-8522
     Fax: (215) 851-8383
     E-mail: rjacobsmeadway@eckertseamans.com

                      About Sexy Hair

Chatsworth, California-based Sexy Hair Concepts, LLC, is an
operating company engaged in the development, distribution and
marketing of premium quality hair care products and brands.  It
outsources the production and manufacture of its various lines of
premier hair care products and operates from a single facility in
Chatsworth, California, that houses its corporate offices and
distribution warehouse.  It works with several distributors
domestically and internationally, but does not maintain any other
offices.

Sexy Hair filed for Chapter 11 bankruptcy protection on Dec. 21,
2010 (Bankr. C.D. Calif. Case No. 10-25922).  According to its
schedules, Sexy Hair disclosed $78,000,000 in total assets and
$91,141,147 in total debts as of the Petition Date.

Sexy Hair's bankruptcy case is jointly administered with those of
Ecoly International, Inc., a California corporation, and Luxe
Beauty Midco Corporation.  Ecoly is the lead case (Bankr. C.D.
Calif. Case No. 10-25919).

Scott F. Gautier, Esq., at Peitzman, Weg & Kempinsky LLP, serves
as Sexy Hair's bankruptcy counsel.  CRG Partners Group, LLC is the
financial advisor.  Imperial capital, LLC is the investment
banker.  Kurtzman Carson Consultants LLC has been designated as
the entity that will tabulate the ballots and prepare the ballot
summary in connection with Sexy Hair's proposed Chapter 11 plan.
Klee, Tuchin, Bogdanoff & Stern LLP serves as counsel for the
Official Committee of Unsecured Creditors.


SHARPER IMAGE: To Pay Some Gift-Card Claimholders
-------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
customers of Sharper Image Corp. may be paid in full on unused
gift cards.  After Shaper Image filed under Chapter 11 in February
2008, it allowed customers to use gift cards only for purchases
twice the amount of the card.  Since then, all the stores were
closed and all the assets liquidated.  The company never set a bar
date for filing claims based on gift cards, even though it says
the claims may represent the largest category of priority claims
that are entitled to full payment.

According to Mr. Rochelle, the remnants of the retailer filed a
motion this week setting up a procedure where holders of gift
cards may be paid in full.  At a May 17 hearing, Sharper Image
will ask the judge to authorize spending $60,000 on a media
campaign asking former customers to file gift card claims.
Customers who provide copies of gift cards will be paid first.  If
assets remain, customers will be paid who swear they held a gift
card if they were unable to produce a copy.

Mr. Rochelle notes that the effort to honor gift cards isn't
entirely voluntary on Sharper Image's part. The bankruptcy court
granted a motion creating a class action on behalf of gift-card
holders.

                      About Sharper Image

Headquartered in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- was a multi-channel specialty
retailer.  It operated in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The Company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it was also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The Company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D. Del. Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Company's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Company's local Delaware counsel.

An official committee of unsecured creditors was appointed in the
case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it disclosed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor disclosed $52,962,174 in total assets and
$39,302,455 in total debts.

Sharper Image changed its name to "TSIC, Inc." following the sale
of its assets to a group consisting of Gordon Brothers Retail
Partners, LLC, GB Brands, LLC, Hilco Merchant Resources, LLC, and
Hilco Consumer Capital, LLC.


SHOPS AT PRESTONWOOD: Taps Franklin Skierski as Bankruptcy Counsel
------------------------------------------------------------------
The Shops at Prestonwood, LP, asks for authorization from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Franklin Skierski Lovall Hayward, LLP, as general bankruptcy
counsel.

Franklin Skierski can be reached at:

                  Melissa S. Hayward, Esq.
                  Franklin Skierski Lovall Hayward LLP
                  10501 N. Central Expressway, Suite 106
                  Dallas, TX 75231
                  Tel: (972) 755-7104
                  Fax: (972) 755-7114
                  E-mail: MHayward@FSLHlaw.com

Franklin Skierski will be paid based on the hourly rates of its
professionals:

              Professional                  Hourly Rate
              ------------                  -----------
             Melissa Hayward                   $315
             Robert Johnson                    $200
             Paralegal                         $150

To the best of the Debtor's knowledge, Franklin Skierski is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                  About The Shops at Prestonwood

Addison, Texas-based The Shops at Prestonwood, LP's primary assets
consist of approximately 144 residential townhome lots and an
additional 17.170 acres of residential undeveloped land located
within the Shops at Prestonwood subdivision in Denton County,
Texas.

Shops at Prestonwood filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 11-32209) on April 1, 2011.  Melissa S.
Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated its assets
and debts at $10 million to $50 million.


SIMIS, INC.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Simis, Inc.
        1409 Sutter Street
        San Francisco, CA 94109

Bankruptcy Case No.: 11-31373

Chapter 11 Petition Date: April 11, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Ning Yu, Esq.
                  MACDONALD AND ASSOCIATES
                  221 Sansome Street, 3rd Floor
                  San Francisco, CA 94104
                  Tel: (415) 362-0449
                  E-mail: ning@macdonaldlawsf.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/canb11-31373.pdf

The petition was signed by Sarit Simayof, officer.


SOLOMON DWEK: Court Rules on Chapter 11 Trustee's Suit v. Levy
--------------------------------------------------------------
Bankruptcy Judge Kathryn C. Ferguson ruled on a summary judgment
motion filed by Morris Levy in the suit, Charles A. Stanziale,
JR., as Chapter 11 Trustee of Solomon Dwek, v. Morris Levy, adv.
Pro. No. 09-1256 (Bankr. D. N.J.).

In March 2003, Solomon Dwek created Berkeley Heights Gas, LLC in
the hope of acquiring property that might then be leased to a
third party to operate a drug store.  On Sept. 15, 2003, BHG
entered into a Ground Lease with Walgreen Eastern Co., Inc.  On
March 24, 2004, BHG amended its Certificate of Formation to
reflect that Morris Levy had a 50% interest.  Also in March 2004,
BHG purchased two adjacent lots in Berkeley Heights, New Jersey.
BHG obtained a note and mortgage with First Savings Bank to
finance the purchase.  Both Messrs. Levy and Dwek personally
guaranteed the note.  In April 2005, BHG refinanced with GMAC and
paid off the mortgage to First Savings Bank.  Two days later Mr.
Levy transferred his 50% interest in BHG to Mr. Dwek in
consideration for $1,096,770 of the loan proceeds, which was paid
to him on May 2, 2005.  Mr. Stanziale ultimately sold the property
in August 2009 for $3,400,309.

Judge Ferguson held that Summary Judgment is denied on Counts I
and II of the Complaint.  Partial summary judgment is granted on
Counts III and IV as they pertain to the 2005 transfer.  The
Trustee has withdrawn Count V (deepening insolvency).  A copy of
the Court's April 4, 2011 Memorandum Opinion is available at
http://is.gd/r8woTgfrom Leagle.com.

                       About Solomon Dwek

Several creditors filed an involuntary Chapter 7 bankruptcy
petition against Solomon Dwek (Bankr. D. N.J. Case No. 07-11757)
on Feb. 9, 2007.  On Feb. 13, 2007, SEM filed for voluntary
Chapter 11.  On Feb. 22, 2007, the Dwek bankruptcy case was
converted to Chapter 11 and it was administratively consolidated
with the SEM bankruptcy.  Charles A. Stanziale, Jr., has been
appointed trustee in Mr. Dwek's Chapter 11 bankruptcy.


STATION CASINOS: Updated Chapter 11 Case Summary
------------------------------------------------
Debtor: Station Casinos Inc.
        1505 South Pavilion Center Drive
        Las Vegas, NV 89135

Bankruptcy Case No.: 09-52477

Affiliates that simultaneously filed separate Chapter 11
petitions:

        Entity                                     Case No.
        ------                                     --------
Northern NV Acquisitions, LLC                      09-52470
FCP MezzCo Parent Sub, LLC                         09-52479
Reno Land Holdings, LLC                            09-52471
FCP MezzCo Borrower VII, LLC                       09-52480
River Central, LLC                                 09-52472
FCP MezzCo Borrower VI, LLC                        09-52481
Tropicana Station, LLC                             09-52473
FCP MezzCo Borrower V, LLC                         09-52482
FCP Holding, Inc.                                  09-52474
FCP MezzCo Borrower IV, LLC                        09-52483
FCP Voteco, LLC                                    09-52475
FCP MezzCo Borrower III, LLC                       09-52484
Fertitta Partners LLC                              09-52476
FCP MezzCo Borrower II, LLC                        09-52485
FCP MezzCo Borrower I, LLC                         09-52486
FCP MezzCo Parent, LLC                             09-52478
FCP PropCo, LLC                                    09-52487

Type of Business: Station Casinos, Inc., is a gaming and
                  entertainment company that currently owns and
                  operates nine major hotel/casino properties
                  (one of which is 50% owned) and eight smaller
                  casino properties (three of which are 50%
                  owned), in the Las Vegas metropolitan area, as
                  well as manages a casino for a Native American
                  tribe.  Station Casinos owns and operates: (i)
                  Palace Station, (ii) Boulder Station, (iii)
                  Texas Station, (iv) Sunset Station, (v) Santa Fe
                  Station Hotel & Casino, (vi) Red Rock, (vii)
                  Fiesta Rancho Casino Hotel, (viii) Fiesta
                  Henderson Casino Hotel, (ix) Wild Wild West, (x)
                  Wildfire Casino, (xi) Wildfire Casino - Boulder
                  Highway, formerly known as Magic Star Casino,
                  (xii) Gold Rush Casino, and (xiii) Lake Mead
                  Casino.

                  On the Web: http://www.stationcasinos.com/

Chapter 11 Petition Date: July 28, 2009

Court: District of Nevada

Judge: Gregg W. Zive

The Debtors'
Legal Counsel: Paul S Aronzon, Esq.
               Thomas R Kreller, Esq.
               Samir Parikh, Esq.
               Adam Moses, Esq.
               Milbank, Tweed, Hadley & McCloy LLP
               601 South Figueroa St. 30th Floor
               Los Angeles, CA 90017
               Tel: (213) 892-4000
               Fax: (213) 629-5063
               http://www.milbank.com/

Debtors'
Regulatory
Counsel:       Brownstein Hyatt Farber Schreck LLP
               100 City Parkway, Suite 1600
               Las Vegas, NV 89106-4614
               Tel: (702) 382-2101
               Fax: (702) 382-8135
               http://www.bhfs.com/

Debtors'
Local Counsel: Bruce Thomas Beesley, Esq.
               Laury Macauley, Esq.
               Lewis and Roca LLP
               50 West Liberty Street, Suite 410
               Reno, NV 89501
               Tel: (775) 823-2900
               Fax: (775) 823-2929
               http://www.lrlaw.com/

Debtors'
Investment
Banker:        Lazard Freres & Co. LLC
               30 Rockefeller Plaza
               New York, NY 10020
               Tel: (212) 632-6000
               Fax: (212) 332-5901
               http://www.lazard.com/

Debtors'
Claims Agent:  Kurtzman Carson Consultants LLC
               2335 Alaska Avenue
               El Segundo, CA 90245
               Tel: (310) 823-9000
               http://www.kccllc.net/

The Debtors' financial condition as of June 30, 2009:

Total Assets: $5,725,001,325

Total Debts: $6,482,637,653

Affiliates that sought Chapter 11 protection on April 12, 2011:

  Debtor                              Case No.
  ------                              --------
AUBURN DEVELOPMENT, LLC               11-51188
MAGIC STAR STATION, LLC               11-51190
PALACE STATION HOTEL & CASINO, INC.   11-51191
BOULDER STATION, INC                  11-51192
PAST ENTERPRISES, INC.                11-51193
RANCHO STATION, LLC                   11-51194
CENTERLINE HOLDINGS, LLC              11-51195
SONOMA LAND HOLDINGS, LLC             11-51196
STATION HOLDINGS, INC.                11-51197
CHARLESTON STATION, LLC               11-51198
STN AVIATION, INC.                    11-51199
CV HOLDCO, LLC                        11-51200
SANTA FE STATION, INC.                11-51201
DURANGO STATION, INC.                 11-51202
SC DURANGO DEVELOPMENT, LLC           11-51203
SUNSET STATION, INC.                  11-51204
FIESTA STATION, INC.                  11-51205
TEXAS STATION, LLC                    11-51206
FRESNO LAND ACQUISITIONS, LLC         11-51207
TOWN CENTER STATION, LLC              11-51208
GOLD RUSH STATION, LLC                11-51209
TROPICANA ACQUISITIONS, LLC           11-51210
GREEN VALLEY STATION, INC.            11-51211
VISTA HOLDINGS, LLC                   11-51212
GREEN VALLEY RANCH GAMING, LLC        11-51213
INSPIRADA STATION, INC                11-51214
LAKE MEAD STATION, INC.               11-51215
ALIANTE GAMING, LLC                   11-51216
LML STATION, LLC                      11-51217
ALIANTE HOLDING, LLC                  11-51218
ALIANTE STATION, LLC                  11-51219

SCI and 17 affiliates that sought bankruptcy protection in 2009
are the subject of jointly administered chapter 11 cases pending
before this Court, In re Station Casinos, Inc., Case No. BK 09-
52477.  The April 12 Debtors want their cases jointly administered
with the SCI Cases.

A. Station Casinos' 40 Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Law Debenture Trust Company    notes             unstated
as Trustee of the 6.875% Sr.
Subordinated Notes due March
2016 which held a $724.3MM
unsecured claim as of
March 3, 2009
400 Madison Avenue #4
New York, NY 10017
Tel: (646) 747-1252
Fax: (212) 750-1361

Law Debenture Trust Company    notes             unstated
as Trustee of the 6.50% Senior
Subordinated Notes due
February 2014 which held a
$467.2MM unsecured claim as
of March 3, 2009
400 Madison Avenue #4
New York, NY 10017
Tel: (646) 747-1252
Fax: (212) 750-1361

Law Debenture Trust Company    notes             unstated
as Trustee of the 6.00% Senior
Notes due April 2012 which
held a $461.4MM unsecured
claim as of March 3, 2009
400 Madison Avenue #4
New York, NY 10017
Tel: (646) 747-1252
Fax: (212) 750-1361

Law Debenture Trust Company    notes             unstated
as Trustee of the 7.75% Senior
Notes due Augus 2016 which
held a $417.1MM unsecured
claim as of March 3, 2009
400 Madison Avenue #4
New York, NY 10017
Tel: (646) 747-1252
Fax: (212) 750-1361

Law Debenture Trust Company    notes             unstated
as Trustee of the 6.625% Sr.
Subordinated Notes due March
2018 which held a $309.3MM
unsecured claim as of
March 3, 2009
400 Madison Avenue #4
New York, NY 10017
Tel: (646) 747-1252
Fax: (212) 750-1361

Fedility Management &          notes             unstated
Research Co.

Oaktree Capital Management     notes             unstated

Western Asset Management Co    notes             unstated

Goldman Sachs Asset            notes             unstated
Management LP

Franklin Templeton Investments notes             unstated

MFS Investment Management      notes             unstated

Prudential Investment          notes             unstated
Management

Pacific Investment Management  notes             unstated
Co.

Northwest Investment           notes             unstated
Management

Barclays Capital               notes             unstated

Nomura Asset Management Co.    notes             unstated
Ltd.

Serengeti Asset Management     notes             unstated

Lord Abbet & Co. LLC           notes             unstated

AllianceBernstein LP           notes             unstated

Metropolitan Life Insurance    notes             unstated
Co.

PPM America Inc.               notes             unstated

Dreman Value Management LLC    notes             unstated

Bridge Capital                 notes             unstated

Trust & Custody Services       notes             unstated
Bank Ltd.

CS Securties USA               notes             unstated

Morgan Stanley Investment      notes             unstated
Management

AEGON USA Investment           notes             unstated
Management

NY Life International          notes             unstated

GE Asset Management Inc.       notes             unstated

Travelers Companies Inc.       notes             unstated

Eaton Vance Management         notes             unstated

Putnam Investments             notes             unstated

High River LP                  notes             unstated

Continental Casualty Co.       notes             unstated

JP Morgan Chase Fixed          notes             unstated
Income

Pyramis Global Advisors        notes             unstated

Openheimer Funds Inc.          notes             unstated

Wellington Management          notes             unstated

Columbia Management Advisors   notes             unstated
LLC

Babson Capital Management LLC  notes             unstated

B. April 12 Debtors' Consolidated List of 40 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Nevada Gaming Commission           Accrued A/P          $5,091,361
Tax & License Div. P.O. Box 8004
Carson City, NV 89702-8004

Fertitta Enterprises               Deposit - Fertitta   $2,925,000
P.O. Box 27555                     Gaming
Las Vegas, NV 89126-1555

I.G.T.                             Accrued A/P          $1,451,202
Dept 7866
Los Angeles, CA 90088-7866

Nevada Power Company               Accrued A/P Trade    $1,226,461
  dba NV Energy
P.O. Box 30086
Reno, NV 89520-3086

Nevada Department of Taxation      NV Modified          $1,215,272
1550 E. College Parkway, Suite 115 Business Tax
Carson City, NV 89710

Internal Revenue Service           Accounts Payable     $1,055,480
P.O. Box 9949
Ogden, UT 84409

U.S. International Media           Accrued Advertising    $941,842
1201 Alta Loma Road
Los Angeles, CA 90069

State of Nevada Employment         Accounts Payable       $670,444
Security
500 E. Third Street
Carson City, NV 89713-0030

Clark County Business License      Notes Payable -        $540,358
Department                         Other
P.O. Box 551810
Las Vegas, NV 89155-1810

WMS Gaming Inc.                    Accrued Other          $481,135
Receipts 23571 Network Place
Chicago, IL 60673-1235

Findlay Chevrolet                  Accrued A/P Trade      $332,362
6800 S. Torrey Pines Drive
Las Vegas, NV 89118

US Foodservice of Nevada           Accrued A/P Trade      $254,827
P.O. Box 3911
Las Vegas, NV 89127

Shell Energy North America (US),   Accrued A/P Trade      $219,662
L.P.

Mission Industries #44             Accounts Payable       $207,510

Las Vegas Review Journal           Accrued Other -        $207,370
                                   Advertising

Terry Downey (Severance)           Accrued Other          $171,992

Dreschler, Cookie                  Accrued Other          $169,464

Cintas Corporation                 Accrued A/P            $168,658

Principal Financial Group          Accrued A/P Trade      $164,888

I.G.T Megajackpot Fund             Accounts Payable       $159,791

Tedesco, Robert                    Front Money/           $146,000
                                   Safekeeping

Hospitality Network, Ltd.          Accrued A/P            $144,324

Ernst & Young LLP - LA             Accrued A/P            $132,678

Nevada Department of Taxation -    NV Modified            $130,764
Bus Tax                            Business Tax

MDC Restaurant's, LLC              Accrued A/P            $127,040
  dba Denny's/Coco's

Olympus Construction, Inc.         Accrued A/P Trade      $123,813

Williams Gaming, Inc.              Accounts Payable       $121,517

Southwest Gas                      Advanced Deposits      $107,599

Western Money Systems              Accrued A/P Trade      $107,189

Lamar Companies, The - LA          Accrued A/P Trade      $106,205

Young Electric Sign Company        Accrued A/P Trade      $104,008

Bally Gaming & Systems             Accrued A/P Trade      $100,921

Teems, Edward                      Front Money/           $100,000
                                   Safekeeping

NCV Vending Services               Accrued A/P             $99,350

Zaxby's Spring                     Advanced Deposits       $97,720

State Restaurant Equipment         Other Payable           $92,717

Fatburger (Comps)                  Accrued A/P Trade       $91,999

American Express - Corp CPC        Accrued A/P Trade       $84,075

Pyatt & Silvestri & Hanlon         Accrued A/P Trade       $81,980

Color Reflections                  Accrued Advertising     $79,299


SUNVALLEY SOLAR: Posts $184,400 Net Loss in June 30 Quarter
-----------------------------------------------------------
Sunvalley Solar, Inc., filed on April 8, 2011, Amendment No. 1 to
its quarterly report for the quarter ended June 30, 2010.

The Company reported a net loss of $184,389 on $1.3 million of
revenues for the three months ended June 30, 2010, compared with a
net loss of $25,040 on $1.2 million of revenues for the same
period of 2009.

At June 30, 2010, the Company's balance sheet showed $3.6 million
in total assets, $3.8 million in total liabilities, and a
stockholders' deficit of $167,345.

"We have experienced recurring losses from operations and had an
accumulated deficit of $844,126 as of June 30, 2010," the Company
said in the filing.  "The Company has not yet established an
ongoing source of revenues sufficient to cover its operating costs
and allow it to continue as a going concern."

A complete text of the Form 10-Q/A is available for free at:

                       http://is.gd/GPUOTY

Walnut, California-based Sunvalley Solar, Inc., is focused on
developing its expertise and proprietary technology to install
residential, commercial and governmental solar power systems.  The
Company's customers range from small private residences to large
commercial solar power users.


TASTY BAKING: Incurs $45.18 Million Net Loss in 2010
----------------------------------------------------
Tasty Baking Company filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$45.18 million on $171.67 million of net sales for the 52 weeks
ended Dec. 25, 2010, compared with a net loss of $3.39 million on
$180.56 million of net sales for the 52 weeks ended Dec. 26, 2009.

The Company's balance sheet at Dec. 25, 2010 showed $153.84
million in total assets, $170.82 million in total liabilities and
$16.98 million in shareholders' deficit.

PricewaterhouseCoopers LLP, in Philadelphia, Pennsylvania, noted
that that the Company's cumulative losses, substantial
indebtedness that is due June 30, 2011, in addition to its current
liquidity situation, raise substantial doubt about its ability to
continue as a going concern.

A full-text copy of the Annual Report is available for free at:

                       http://is.gd/GIk97A

                    About Tasty Baking Company

Tasty Baking Company (NasdaqGM: TSTY) -- http://www.tastykake.com/
-- founded in 1914 and headquartered in Philadelphia, Pa., is one
of the country's leading bakers of snack cakes, pies, cookies, and
donuts. The company has manufacturing facilities in Philadelphia
and Oxford, Pa. The company offers more than 100 products under
the Tastykake brand name.

As of Sept. 25, 2010, the Company had $185,504,000 in total assets
and $169,743,000 in total liabilities.

                       Forbearance Agreement,
                        Going Concern Doubt

On Jan. 5, 2011, Tasty Baking obtained initial two-week waiver
agreements from several of its creditors, which waived certain
payments that were due and certain financial covenant
requirements.  The Company said it was experiencing extremely
tight liquidity due to (i) certain production difficulties during
the optimization of its new Philadelphia bakery that caused the
Company to not achieve the expected operational cash savings from
this bakery during the fourth quarter of 2010; (ii) the impact of
the recent bankruptcy filing by The Great Atlantic & Pacific Tea
Company, Inc.; and (iii) a sharp rise in commodity costs.

At the conclusion of the two-week waiver period, on Jan. 14, 2011,
the Company entered into arrangements with certain creditors,
including: (i) a Seventh Amendment to the Company's Bank Credit
Facility; (ii) a Forbearance and Amendment Agreement with the
PIDC Local Development Corporation, which also included a new
$2 million loan from PIDC; (iii) a letter agreement with the
Machinery and Equipment Fund of the Department of Community and
Economic Development of the Commonwealth of Pennsylvania, along
with a new $1 million loan from MELF; and (iv) a letter agreement
with the Company's landlords at the Philadelphia Navy Yard for its
bakery and offices.  Also on Jan. 14, 2011, the Company issued
$3.5 million of unsecured 12% promissory notes due Dec. 31, 2011
to a group of accredited investors.

The Creditor Amendments generally permit the Company to delay
certain payments to PIDC, MELF and Liberty Property until June 30,
2011.  The Creditor Amendments also generally provide that the
creditor will waive certain specified defaults, but not any other
defaults that may occur in the future that are not specifically
waived in the Creditor Amendments.  In addition, the Bank
Amendment, among other things, (i) changed the maturity date of
the Bank Credit Facility to June 30, 2011; (ii) reduced the letter
of credit limit to the aggregate amount of letters of credit
currently outstanding, while not permitting the Company to issue
new letters of credit or extend outstanding letters of credit; and
(iii) set new financial covenants, a breach of which could cause a
default to occur prior to June 30, 2011.  The Bank Amendment also
required that the Company engage in a process -- pursuant to an
agreed upon timeline with milestones -- to consummate a sale of
the Company before June 30, 2011 in an amount sufficient to pay
all obligations of the Company under the Bank Credit Facility and
all transaction costs.

The Company has delayed the filing of its 2010 annual report on
Form 10-K.  The Company anticipates that the Form 10-K for fiscal
year ended Dec. 25, 2010, will include an explanatory paragraph
from the Company's independent registered public accounting firm
expressing substantial doubt about the Company's ability to
continue as a going concern.


TAYLOR BEAN: Ex-Chairman Farkas Needs More Money for Defense
------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Lee Farkas, former chairman of Taylor Bean & Whitaker Mortgage
Corp., is in the second week of a criminal trial for what the
government contends was $1.9 billion fraud.  Mr. Farkas returned
to the bankruptcy court in Jacksonville, Florida, April 12 by
filing a motion asking for more money to pay for his defense.

Mr. Rochelle recounts that in September, the bankruptcy court
allowed $3 million from a directors' and officers' insurance
policy to be used in defense costs for Mr. Farkas and two other
indicted executives.  Two took guilty pleas.  Mr. Farkas didn't.
He sought a delay in the trial and failed.

According to the report, Mr. Farkas said in a court filing that
his $1 million has been exhausted.  He wants the bankruptcy judge
either to let him use the entire $5 million policy or utilize the
reminder of the $2 million not spent by colleagues who pleaded
guilty.

                       Plan Hearing Up in Air

Mr. Rochelle reported last week that Taylor Bean & Whitaker
Mortgage Corp. requested a fourth adjournment of the hearing for
confirmation of the Chapter 11 plan.  Although it reported
"significant progress," the Company deferred a hearing scheduled
for last week in view of "complex issues" that remain.

According to Mr. Rochelle, the Disclosure Statement says assets to
be administered under the Plan eventually will total from
$322 million to $521 million.  After claims with higher priority
are paid, between $264 million and $354 million will remain to pay
unsecured creditors, which hold more than $8 billion in claims.
Unsecured creditors are expected recover between 3.3% and 4.4%,
according to the Disclosure Statement.

As reported in the Troubled Company Reporter on Sept. 27, the Plan
proposed by the Debtor and the Official Committee of Unsecured
Creditors contemplates the formation of a single liquidating trust
for the benefit of creditors, which will succeed to all assets of
the Debtors.  The Plan trustee will, among other things, liquidate
the non-cash assets transferred to the plan trust, reconcile
claims against the Debtors, make distributions to holders of
allowed claims, and wind down the Chapter 11 cases and the
Debtors' respective estates.

In addition, the Plan provides for the establishment of a cash
reserve for disputed claims within any particular class.  The
process of distributing cash under the Plan will be completed over
time.

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

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TENET HEALTHCARE: Sues CHS for Disclosing False Statements
----------------------------------------------------------
Tenet Healthcare Corporation filed a lawsuit against Community
Health Systems, Inc., its Chairman and Chief Executive Officer,
Wayne T. Smith, and its Chief Financial Officer, W. Larry Cash, in
the United States District Court for the Northern District of
Texas.  The action seeks to compel CHS to disclose fully its
practice of systematically admitting, rather than observing,
patients in CHS hospitals for financial, rather than clinical,
purposes.

Robert C. Walters, Esq., at Gibson, Dunn & Crutcher LLP, in
Dallas, Texas, attorney for Tenet Healthcare, says Tenet's
shareholders are at risk of being harmed by false and misleading
statements and omissions by CHS, a company whose financial
performance has, for many years, been driven by the improper and
undisclosed practice of systematically admitting patients into CHS
hospitals despite no clinical need.  According to Mr. Walters,
CHS's practice of greatly underusing "observation" status and
consequently overusing "inpatient admission" status has served to
overstate its growth statistics, revenues, and profits, and has
created a substantial undisclosed financial and legal liability to
the federal government, numerous state governments, private
insurance companies, and patients.

"By failing to disclose its improper business practices and
substantial liabilities, CHS has made false and misleading
statements and material omissions to its own shareholders," Mr.
Walters asserts.  "Now, as CHS attempts to acquire Tenet for $6.00
per share, $1.00 of which would be paid in CHS stock to Tenet's
shareholders, CHS is making false and misleading statements to
Tenet's shareholders in the hope that they will exert pressure
upon Tenet to accept an inadequate offer, or elect CHS-nominated
directors who will approve a transaction with CHS," he adds.

Mr. Walters tells the Court that this improper admissions
practice, which sets CHS apart from other peer hospital groups in
the country, allowed CHS to receive approximately $280 million to
$377 million, between 2006 and 2009, by treating Medicare patients
on an admitted inpatient basis who should have been treated in
observation.  As a result, Mr. Walters notes, CHS has been paid by
Medicare, and likely state Medicaid programs, private insurance
companies, and other payers, untold hundreds of millions -- if not
billions -- of dollars for unnecessary hospital admissions.  Mr.
Walters relates CHS may well be subject to liability and damages
of well over $1 billion for its practices during the 2006-2009
period, not to mention damages to other payers and to the tens of
thousands of patients who should never have been admitted as
inpatients in CHS hospitals.

                       About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

The Company's balance sheet at Dec. 31, 2010, showed $8.50 billion
in total assets, $6.68 billion in total liabilities, and
$1.82 billion in total equity.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


TERRA BENTLEY II: Summary Judgment Bid in Avoidance Suit Denied
---------------------------------------------------------------
Terra Bentley II, LLC, v. Village of Overland Pointe, LLC, Adv.
Pro. No. 09-6099 (Bankr. D. Kans.), seeks to avoid certain
transfers and other actions that affected its rights in a real
estate development it was involved in with the Defendant.  The
Debtor has filed a motion for summary judgment on all its claims,
contending that its adoption and the local government's approval
of a development plan and plat for the property, the sale of one
lot in the development to Village, and the recording of a
declaration of covenants and restrictions were all fraudulent
transfers that it can avoid under Kansas state law and the
Bankruptcy Code.  Village responds that the Debtor's claims all
fail, or at least that there are genuine issues of material fact
that preclude resolving the claims by summary judgment.

In his April 6, 2011 Opinion, available at http://is.gd/wPVf0B
from Leagle.com, Bankruptcy Judge Dale L. Somers held that the
Debtor's effort to avoid the adoption of the development plan and
plat is barred as a matter of law by a state court judgment
entered before the Debtor filed for bankruptcy, and that Village
is correct that genuine issues of material fact preclude granting
summary judgment on the Debtor's effort to avoid the sale of the
lot and the recording of the declarations.

Terra Bentley II, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Kans. Case No. 09-23107) on Sept. 18, 2009.  The Debtor
is represented by James F.B. Daniels, Esq., at McDowell Rice Smith
& Buchanan.  According to the schedules, the Company has assets of
at least $4,564,588, and total debts of $7,608,849.


TEXSTYLE, LLC: Files for Chapter 11, Weighed Down by Payables
-------------------------------------------------------------
TexStyle, LLC, doing business as TexStyle Home Fashions, filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 11-11686)
on April 12 in Manhattan.

In its schedules, the Debtor disclosed $7.6 million in assets and
debt of $13.8 million.  TexStyle, a designer and marketer of home
textiles, said it owes $2.8 million to Wells Fargo Bank NA, the
secured lender.  A total of $1.5 million in secured debt is owing
to insiders.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, reports that the New York-based company blamed the filing on
the "global economic recession" and "significant payables" left
over from the acquisition of TexStyle in September.  Revenue in
2010 was $16 million.  Losses exceeded $4 million, a court papers
said. The Walmart.com Web site is responsible for $100,000 a month
in sales, according to a filing.


TEXSTYLE, LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: TexStyle, LLC
          dba TexStyle Home Fashions
        11 Penn Plaza, 5th Floor
        New York, NY 10001

Bankruptcy Case No.: 11-11686

Chapter 11 Petition Date: April 12, 2011

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

Judge: Stuart M. Bernstein

Debtor's Counsel: Adam L. Rosen, Esq.
                  SILVERMAN ACAMPORA LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301
                  E-mail: filings@spallp.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 Guyer R. McCracken, chief operating
officer.


T.H. PROPERTIES: Can Complete 600 Homes Under BoA Lending Deals
---------------------------------------------------------------
The Philadelphia Business Journal reports that lending agreements
with Bank of America and other institutions will allow T.H.
Properties to complete more than 600 homes spread over two
communities in Montgomery County.  According to the report, the
agreements cover 106 homes at the Biltmore Estates in Skippack and
514 homes at Northgate in Upper Hanover Township.  Both
communities include a mix of single-family and multi-unit
buildings.

                       About T.H. Properties

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Northgate
Development Company, LP (Bankr. E.D. Calif. Case No. 09-____) was
among the affiliates that filed. Barry E. Bressler, Esq., at
Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey,
Esq., at Montgomery McCracken Walker and Rhoads LLP, represent the
Debtors in their restructuring efforts.  T.H. Properties estimated
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its Chapter 11 petition.  A
creditors' committee has been appointed in the Debtors' chapter 11
proceedings.

Affiliate Wynstone Development Group, LP (Bankr. E.D. Calif. Case
No. 10-17863) filed for Chapter 11 protection on Sept. 14,
2010.  It estimated assets and debts of $1 million to $10 million
in its Chapter 11 petition.


TRIBUNE CO: Modifies Plan to Address Noteholders Objection
----------------------------------------------------------
Tribune Co.; the Official Committee of Unsecured Creditors;
Oaktree Capital Management, L.P.; Angelo, Gordon & Co., L.P.; and
JPMorgan Chase Bank, N.A. submitted to Judge Carey a modified
Second Amended Joint Plan of Reorganization for Tribune Company
and its subsidiaries on April 5, 2011.

Counsel to the Debtors, Bryan F. Krakauer, Esq., at Sidley Austin
LLP, in Chicago, Illinois, says the DCL Plan has been modified
to:

  (i) provide holders of Allowed Senior Noteholder Claims and
      Allowed Other Parent Claims with the option to elect to
      receive their distributions either in a strip
      consideration, comprised of cash, new debt and equity or
      in cash alone; and

(ii) eliminate the release of claims and causes of action
      against those beneficial owners of Tribune common stock
      whose shares were purchased by Tribune on or about
      June 4, 2007 so that these claims can be preserved and
      prosecuted for the benefit of creditors.

These amendments address two of the principal objections to the
DCL Plan asserted by Aurelius Capital Management, LP and other
noteholders, Mr. Krakauer tells Judge Carey.

Based on the Noteholders' view of the equity value of the
Debtors, electing the strip distribution option will
significantly increase the value of the Senior Noteholders'
guaranteed Effective Date recoveries, and preservation of claims
against Step One Selling Stockholders will eliminate the
Noteholders' objection to the release of those claims.  "The DCL
Plan offers these benefits while still also preserving the
certainty of an all-cash distribution option for those creditors
that prefer cash," Mr. Krakauer says.

Mr. Krakauer reminds the Court that prior to the amendments, the
DCL Plan provided for a fixed cash distribution of about $431
million to the Senior Noteholders and an equivalent percentage
recovery in cash for holders of Allowed Other Parent Claims.
The Debtors continue to believe that a distribution enterprise
value of $6.75 billion is accurate, he notes.  However, by
adjusting the form of consideration to better suit the
Noteholders' preferences, the Debtors offer Aurelius and any
other Senior Noteholder that believe the equity value of the
Company is higher the option to receive the consideration that
they value more highly: a 6.2745% strip of consideration,
consisting of pro rata portions of cash, new debt, and equity, in
lieu of a cash-only distribution, he points out.

At the DCL Plan's $6.75 billion DEV, after taking into account
the $120 million in additional value from the Step
Two/Disgorgement Settlement, this distribution is equal in value
to the cash-only distribution, according to Mr. Stickles.
General unsecured creditors of Tribune are also given an
equivalent "strip" option.  Mr. Krakauer continues that based on
the $8 billion DEV used in the Noteholders' Plan, electing this
"strip" option over cash would increase the value of the
Noteholders' guaranteed Effective Date recoveries from $431
million to $509.5 million.

The $90 million "first dollars" that they will receive out of
litigation and creditors' trust recoveries and their 65% share of
the residual trust distributions provides additional settlement
value, regardless of whether cash or the "strip" is elected.  If
aggregate trust recoveries are conservatively estimated at $300
million, Senior Noteholders would recover an additional $204.9
million, bringing their aggregate recovery to $714.4 million, Mr.
Krakauer relates.

The Debtors prepared a chart illustrating recoveries to the
Senior Noteholders under the scenarios at both the DCL Plan and
at the illustrative DEV used in the Noteholders' Plan, in each
case plus $120 million from the Step Two/Disgorgement Settlement:

                     Senior Noteholder Recoveries
                          In Millions

                                                     Amended
                                                     Debtors'
                                                     Plan
                                                     (Assuming
                                      Amended        $300MM in
       Natural          Debtors'      Debtors'       Trust
       Recovery         Plan          Plan           Recoveries)
       --------         --------      --------       -----------
    Notes$  Notes%   Notes$ Notes%  Notes$ Notes%  Notes$ Notes%
DEV  Recovery Rec.    Rec.   Rec.    Rec.   Rec.    Rec.   Rec.
---  ------  ------   ------ ------  ------ ------  ------ ------
$6.75 $61.6   4.80%    $431   33.59% $431   33.58%  $636   49.57%
Bil.

$8    $63.4   4.94%    $431   33.59% $509.5 39.71%  $714.4 55.68%
Bil.

The Noteholders have objected to the release of claims against
Step One Selling Stockholders in the previous version of the DCL
Plan.  The Debtors have resolved this objection by removing those
releases, claims against Step One Selling Stockholders for the
disgorgement of amounts received in connection with Tribune's
2007 leveraged buyout will now be preserved, Mr. Krakauer
discloses.  As with all other preserved claims, a
disproportionate share of any recoveries on these claims will be
distributed to Senior Noteholders and other non-LBO creditors, he
explains.

If the Noteholders stand by their $8 billion DEV, the amendments
set forth in the DCL Plan substantially increase the value of
distributions offered to non-LBO creditors under the DCL Plan,
Mr. Krakauer relates.  Due to the change in the form of
consideration provided to the Senior Lenders, the Debtors believe
that it would be prudent to resolicit the Senior Lender Claim.
Thus, the Debtors intend to file with the Court a motion seeking
approval of a resolicitation of Senior Noteholders and Holders of
Other Parent Claims to allow them to elect the new treatment
option they prefer will also be necessary.

A three-part copy of the DCL Plan dated April 5, 2011 in three
parts is available for free at:

  http://bankrupt.com/misc/Tribune_Apr5DebtorsPlan01.pdf
  http://bankrupt.com/misc/Tribune_Apr5DebtorsPlan02.pdf
  http://bankrupt.com/misc/Tribune_Apr5DebtorsPlan03.pdf

A three-part blacklined copy of the DCL Plan in three parts is
available for free at:

  http://bankrupt.com/misc/Tribune_Apr5PlanPart1_blacklined.pdf
  http://bankrupt.com/misc/Tribune_Apr5PlanPart2_blacklined.pdf
  http://bankrupt.com/misc/Tribune_Apr5PlanPart3_blacklined.pdf

                    March 3 DCL Plan

The Debtors filed with the Court on March 3, 2011, a proposed
Second Amended Joint Plan of Reorganization.

The March 3 Plan contains these modifications, including:

  * The current directors of Tribune will serve on Tribune's
    board of directors after the confirmation date of the Plan
    until the Effective Date.  The Debtors will file a notice
    specifying the identity and affiliations of any person
    proposed to serve on the initial board of directors of
    Reorganized Tribune from and after the Effective Date.

  * The insurance policies of the Debtors will continue in
    effect after the Effective Date pursuant to their terms and
    conditions and nothing in the Plan documents will relieve
    any of the Reorganized Debtors from performing their
    obligations under the Insurance Policies, nor will anything
    in the Plan Documents relieve any insurer from performing
    its obligations under the Insurance Policies.

A two-part copy of the DCL Plan dated March 3, 2011 in two parts
is available for free at:

  http://bankrupt.com/misc/Tribune_Mar3DebtorsPlan01.pdf
  http://bankrupt.com/misc/Tribune_Mar3DebtorsPlan02.pdf

A two-part copy of the DCL Plan in three parts is available for
free at:

http://bankrupt.com/misc/Tribune_Mar3DebtorsPlan01_blacklined.pdf
http://bankrupt.com/misc/Tribune_Mar3DebtorsPlan02_blacklined.pdf

            Tribune, et al., Object to Aurelius Plan

The Debtors; the Official Committee of Unsecured Creditors;
Oaktree Capital Management, L.P.; Angelo, Gordon & Co., L.P.; and
JPMorgan Chase Bank, N.A., object to confirmation of the Second
Amended Joint Plan of Reorganization for Tribune Company filed by
Aurelius Capital Management, L.P., et al.

Counsel to the Debtors, Bryan F. Krakauer, Esq., at Sidley Austin
LLP, in Chicago, Illinois, tells the Court that the Noteholders
have rightly modified their Noteholder Plan to allow Step Two
Senior Lenders to receive their initial distributions rather than
holding them back.  Similarly, the Noteholders' attempt to
incorporate the Bridge Settlement into the Noteholder Plan
suggests that the Noteholders no longer object to the Bridge
Settlement as a component of the DCL Plan, he notes.  Those
developments narrow the scope of issues in dispute, he relates.

However, the amendments in the Noteholder Plan do not achieve the
Noteholders' objective of addressing and resolving certain
objections to the Noteholder Plan, Mr. Krakauer contends.  The
changes, he avers, only affect the consideration paid to
creditors other than the Noteholders, requiring no concession
whatsoever in the consideration the Noteholders provide
themselves, or in the size of a Non-LBO Debt Reserve, which will
still contain sufficient value to pay all non-LBO creditors in
full with four years of postpetition interest.

Mr. Krakauer also notes that no settlement with the Bridge Loan
Lenders has actually been implemented in the Noteholder Plan.
The settlement value provided by the Bridge Loan Lenders
increases the recoveries of the Senior Noteholders and holders of
Allowed Other Parent Claims, he stresses.  "The suggestion that
the Bridge Settlement might be grafted onto the Noteholder Plan
as a further means of reducing the required equity reserve is
simply yet another effort by the Noteholders to have others
remedy their Plan's infirmities," he maintains.

If implemented, the Amendments would in some ways render the
Noteholder Plan less confirmable than its prior version, the
Debtors insist.

                   Debtors Defend Witness List,
               Noteholders Seek to Preclude Witness

The DCL Plan Proponents allege that Aurelius Capital Management,
LP, et al.'s objection seek to prevent the development of a full
record on which the Court may consider the two competing Chapter
11 Plans.

Counsel to the Debtors, Matthew B. McGuire, Esq., at Landis Rath
& Cobb LLP, in Wilmington, Delaware, argues that the testimony of
the Debtors' witnesses responds directly to the evidence
presented by the Noteholders through their witnesses.  There is
also no merit to the Noteholders' claim of surprise concerning
the DCL Plan to present rebuttal testimony since the Debtors have
consistently and expressly indicated their intention to call
rebuttal witnesses if necessary, he adds.

In a supplemental objection, the Noteholders insist that Mace
Rosenstein, the Debtors' witness, should not be permitted to
testify as a rebuttal witness as to any matters that are outside
the scope of the Noteholders' witness Mark Prak's testimony,
including with respect to FCC "issues under the Noteholder Plan."

           Creditors' Committee Seeks Resolution
                    of Discovery Matters

The telephonic hearing held on April 5 was convened at the
request of the Official Committee of Unsecured Creditors to
address issues that have arisen with respect to the Plan
Confirmation Hearing.  In a letter to the Court on April 4, the
Creditors' Committee identified six issues related to the ongoing
plan discovery:

  (1) There is a dispute between the Debtors and the Noteholders
      concerning the rebuttal case the DCL Plan Proponents wish
      to present and the other points raised by the Noteholders.

  (2) The Noteholders argue that if the Debtors are permitted to
      present a rebuttal case, it should begin on Tuesday,
      April 12, 2011, while the Debtors' rebuttal case should
      begin on April 11, 2011.

  (3) In the event that the Debtors are permitted to present
      rebuttal evidence, the Noteholders seek the right to do so
      as well, on a date to be scheduled after the Debtors'
      rebuttal evidence is presented.

  (4) The Noteholders have requested a short deposition of
      Professor Bernard Black to be scheduled this week based on
      the Debtors' representation that they intend to call
      Professor Black to rebut Professor Rock's expert report
      addressing corporate governance issues and in the event
      the Debtors are permitted to offer that rebuttal
      testimony.

  (5) Depending on how the Court resolves the disputes
      concerning the rebuttal case and its commencement date,
      notice needs to be sent to all other parties regarding
      whether their legal objections to the competing plans will
      be heard beginning on April 13, 2011 or April 14, 2011.

  (6) There is a dispute between the Debtors and the Noteholders
      concerning whether they should present their legal
      objections to the competing plans on April 13 or 14 when
      other parties will present their legal objections, as the
      Noteholders contend, or defer legal objections until after
      post-hearing briefs are submitted and present them as part
      of their closing arguments, as the Debtors contend.

The Creditors' Committee believes that resolution of these issues
will affect what matters will go forward during the week of
April 11.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Sends Caption Colorado Dispute to Arbitration
---------------------------------------------------------
Tribune Company or its subsidiaries and Caption Colorado L.L.C.
were parties to a certain agreement, dated as of Jan. 3, 2000, for
closed captioning services of live programs to certain television
stations owned and operated by Tribune.  The Agreement provides
that unless earlier terminated, it will automatically renew for
successive 12-month periods, unless Tribune, the Stations or
Caption Colorado, at least 90 days before the end of the initial
term or before the end of any extension period, provides written
notice to the other party of the intent to terminate the
Agreement.  The Initial Term of the Agreement terminated on Dec.
31, 2010.  Caption Colorado filed a motion asking Judge Kevin
Carey to allow it an administrative expense claim for its damages
on account of Tribune's breach of the Agreement in the total
amount of $1,313,449 plus costs, as permitted by Section
503(b)(1)(A) of the Bankruptcy Code.

Tribune Co. and Caption Colorado jointly sought and obtained
approval from the Court of a stipulation for the (i) resolution of
Caption Colorado's motion to allow administrative claim and (ii)
withdrawal of Caption Colorado's objection to the two Plans of
Reorganization.

The Parties agree to commence an arbitration proceeding to
adjudicate and resolve the disputes arising out of the captioning
agreement, including, without limitation, the amount of damages,
if any, suffered by Caption Colorado on account of the alleged
postpetition breach of Tribune Broadcasting Company, on behalf of
itself and its subsidiaries, of the Captioning Agreement,
pursuant to the Captioning Agreement and applicable non-
bankruptcy law and in a non-bankruptcy forum of competent
jurisdiction.  The results of that arbitration and any subsequent
applicable non-bankruptcy proceeding, including the amount of
damages, shall be final and binding upon the Parties and the
Broadcast Debtors' estates.

Notwithstanding any provisions of the plan of reorganization
ultimately confirmed by the Court, any ruling or judgment
awarding damages to Caption Colorado arising out of the Non-
Bankruptcy Proceeding will be deemed an allowed administrative
expense claim and shall be paid as provided for in the applicable
Confirmed Plan and as required under Section 1129(a)(9)(A) of the
Bankruptcy Code.

The Administrative Expense Motion will be deemed withdrawn,
without prejudice to either of the Parties' rights to file any
future pleadings relating to enforcement of the Parties'
Stipulation.  Similarly, the Confirmation Objection is deemed
withdrawn, provided that Caption Colorado's rights to object to
any other plan of reorganization that may be proposed in the
Debtors' Chapter 11 cases are fully preserved.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UNILAVA CORPORATION: Incurs $1.00 Million Net Loss in 2010
----------------------------------------------------------
Unilava Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$1.00 million on $5.31 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss of $1.81 million on $7.35
million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $4.50 million
in total assets, $5.35 million in total liabilities and $846,998
in total stockholders' deficit.

De Joya Griffith & Company, LLC, in Henderson, Nevada, said that
the Company has suffered losses from operations, which raises
substantial doubt about its ability to continue as a going
concern.  The Company has recently sustained operating losses and
has an accumulated deficit of $2.38 million at Dec. 31, 2010.  In
addition, the Company has negative working capital of $4.59
million at Dec. 31, 2010.

A full-text copy of the Annual Report is available for free at:

                        http://is.gd/oSt6Vz

                     About Unilava Corporation

Unilava Corporation (OTC BB: UNLA)-- http://www.unilava.com/-- is
a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava Corporation and
its subsidiary brands provide a variety of communications
services, products, and equipment that address the needs of
corporations, small businesses and consumers.  The Company is
licensed to provide long distance services in 41 states throughout
the U.S. and local phone services across 11 states.  Through its
carrier-grade microwave wireless broadband infrastructure and
broadband Internet access partners, the Company also offers mobile
and high-definition IP-hosted voice services to residential
customers and corporate clients. Additionally, Unilava Corp.
delivers a comprehensive and integrated suite of fee-based online
and mobile advertising and web services to a broad array of
business enterprises.  Headquartered in San Francisco, the Company
has regional offices in Chicago, Seoul, Hong Kong, and Beijing.


UNISYS CORP: Holders Validly Tender $325.83MM of Senior Notes
-------------------------------------------------------------
Unisys Corporation announced that its tender offer for its
outstanding 14 1/4% Senior Secured Notes due 2015 and 12 3/4%
Senior Secured Notes due 2014 expired at 5:00 P.M., New York City
time, on April 8, 2011.

Holders validly tendered $134,798,000 in aggregate principal
amount of the First Priority Notes and $191,033,000 in aggregate
principal amount of the Second Priority Notes.  In accordance with
the terms of the tender offer, the company has accepted for
purchase all of the First Priority Notes validly tendered and
$44,066,000 in aggregate principal amount of the Second Priority
Notes validly tendered.  Because the consideration payable for the
aggregate principal amount of Notes validly tendered exceeded the
maximum payment amount of $220 million, the company accepted the
Second Priority Notes for purchase from tendering holders on a pro
rata basis, using a proration factor of approximately 23.1%.  The
company expects to make payment by April 11, 2011, for the Notes
accepted for purchase.  The complete terms and conditions of the
tender offer are described in the Offer to Purchase,
dated Feb. 22, 2011, and the related letter of transmittal.

As previously announced, the company also recently redeemed $86.3
million in aggregate principal amount of the First Priority Notes
and $124.7 million in aggregate principal amount of the Second
Priority Notes, using the proceeds from the sale of 2,587,500
shares of its 6.25% Mandatory Convertible Preferred Stock, Series
A, at an initial liquidation preference of $100 per share.  The
annualized dividend on the Mandatory Convertible Preferred Stock
will be approximately $16 million until the mandatory conversion
date of March 1, 2014.  An aggregate principal amount of $25.5
million of the First Priority Notes and an aggregate principal
amount of $206.2 million of the Second Priority Notes remain
outstanding.

Goldman, Sachs & Co. and Citi acted as dealer managers in
connection with the tender offer.  Questions regarding the tender
offer may be directed to Goldman, Sachs & Co. at (212) 902-5183
(collect) or (800) 828-3182 (U.S. toll-free) or to Citigroup
Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745
(U.S. toll-free).  Inquiries may also be directed to Global
Bondholder Services Corporation, which served as the information
agent and depositary for the tender offer, at (212) 430-3774 (for
banks and brokers) or (866) 937-2200 (U.S. toll-free).

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.


VILICA LLC: Files Amended Schedules of Assets and Liabilities
-------------------------------------------------------------
Vilica, LLC, has amended its schedules of assets and liabilities,
stating:

  Name of Schedule                     Assets          Liabilities
  ----------------                     ------          -----------
A. Real Property                     $6,585,000
B. Personal Property                 $7,394,670
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $2,866,390
E. Creditors Holding
   Unsecured Priority
   Claims                                                        0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $740,400
                                    -----------        -----------
      TOTAL                         $13,979,670         $3,626,790

Santa Cruz, California-based Vilica, LLC, filed for Chapter 11
bankruptcy protection on December 13, 2010 (Bankr. N.D. Calif.
Case No. 10-62728).  Stephen T. Davies, Esq., at Turner Litigation
Services, serves as the Debtor's bankruptcy counsel.


VINOD & SONS: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Vinod & Sons, Inc.
        2900 W. International Speedway Boulevard
        Daytona Beach, FL 32124

Bankruptcy Case No.: 11-02592

Chapter 11 Petition Date: April 11, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Scott W. Spradley, Esq.
                  LAW OFFICES OF SCOTT W. SPRADLEY PA
                  P.O. Box 1
                  109 South 5th Street
                  Flagler Beach, FL 32136
                  Tel: (386) 693-4935
                  Fax: (386) 693-4937
                  E-mail: scott.spradley@flaglerbeachlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-02592.pdf

The petition was signed by Bipin Rama, president.


VITRO SAB: Court Denies Involuntary Petitions vs. 4 US Units
------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Vitro SAB scored another victory this week when a bankruptcy judge
in Fort Worth, Texas, denied involuntary Chapter 11 petitions
filed against four U.S. subsidiaries.  Judge Russell Nelms said
the companies were generally paying debts as they come due.  Even
though they were in default on their guarantees of the bonds, the
judge said they have "a meaningful number of third party trade
vendors that are being paid."  Judge Nelms also noted that the
four companies are among almost 50 Vitro affiliates that are
liable on guarantees of the notes.

Judge Nelms, according to the report, will decide later about the
involuntary petitions filed against eight non-operating Vitro
subsidiaries in the U.S.

Judge Nelms wasn't required to rule on the involuntary petitions
against four other Vitro units -- Vitro America LLC and three
other U.S. subsidiaries into Chapter 11. -- because they put
themselves into Chapter 11 on April 6.  They too were facing
involuntary petitions filed in November by holders of some of the
$1.2 billion of bonds in default for two years.

                       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 is now seeking 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.
The offer was to expire Dec. 7, 2010.

Noteholders who oppose 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. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- 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 nine other
affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
Counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

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, thereby commencing
its voluntary concurso mercantil proceedings.  Vitro SAB believes
that, as a result of the implementation of the Concurso Plan
through the Mexican Proceeding, the holders of the Restructured
Debt will recover 68% to 75% of the face value of their respective
claims.

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.

Alejandro Francisco Sanchez-Mujica, as foreign representative of
Vitro, has asked the U.S. Bankruptcy Court to enter an order
recognizing the Mexican Proceeding as "foreign main proceeding"
pursuant to 11 U.S.C. Sections 1515 and 1517.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan based on the vote of $1.9 billion of intercompany debt when
third-party creditors were opposed.  In April, Vitro SAB emerged
the victor when an appellate court in Mexico reinstated the
prepackaged reorganization the company filed last year under that
country's concurso mercantile.


WASHINGTON LOOP: U.S. Trustee Asks for Dismissal of Ch. 11 Case
---------------------------------------------------------------
Don Walton, the U.S. Trustee for Region 21, asks the U.S.
Bankruptcy Court for the Middle District of Florida to dismiss
Washington Loop, LLC, a Limited Liability Company's Chapter 11
bankruptcy case or in the alternative convert the case to
Chapter 7.

The Debtor was dismissed from a prior Chapter 11 case, (Case No.
10-27981) by order of the Court entered on March 17, 2011.

In the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as
filed under penalty of perjury, listed some 34 general unsecured
creditors totaling claims of $1,953,354.42.  In that case, the
Debtor, under penalty of perjury listed all Schedule F debts and
non-contingent, liquidated, and undisputed.

In the current Chapter 11 case, the Debtor declares, under penalty
of perjury, that all Schedule F debts are unliquidated.  These
schedules were filed no less than two weeks after the dismissal of
the prior Chapter 11 case, and only six weeks after the Debtor
filed its Schedule F in that case.

The U.S. Trustee would assert that the Debtor won't be able to
establish the evidentiary showing that 100% of all of its general
unsecured creditors' claims are unliquidated.

"It appears that the Debtor's contrary position in this instant
case that 100% of all of its general unsecured claims are
unliquidated is intentionally motivated to obviate the statutory
provision of Section 1111(a), title 11, United States Code," the
U.S. Trustee says.

As the Court stated in Cluff, the "last minute change of heart
appears disingenuous and smacks of manipulation," the U.S. Trustee
states.  According to the U.S. Trustee, the manipulation is
heightened in a "Chapter 11 case juxtaposed to the statutory
provision of Section 1111(a) and Fed. R. Bankr. P. 3003."

The U.S. Trustee claims that the filing of Schedule F wherein the
Debtor scheduled 100% of all of its prepetition general unsecured
claims evidences an intent by the Debtor to delay harass, or
further frustrate and needlessly increase the costs associated to
the creditors and other parties in interest in this bankruptcy
case.

Punta Gorda, Florida-based Washington Loop, LLC, a Limited
Liability Company, filed for Chapter 11 bankruptcy protection on
March 31, 2011 (Bankr. M.D. Fla. Case No. 11-06053).  Joel S.
Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves
as the Debtor's bankruptcy counsel.

The Debtor was dismissed from a prior Chapter 11 case, (Case No.
9:10-27981) by order of the Court entered on March 17, 2011.  In
the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as
filed under penalty of perjury, listed some 34 general unsecured
creditors totaling claims of $1,953,354.42.  In that case, the
Debtor, under penalty of perjury listed all Schedule F debts and
non-contingent, liquidated, and undisputed.

The Debtor now declares, under penalty of perjury, that all
Schedule F debts are unliquidated.  These schedules were filed no
less than two weeks after the dismissal of the prior Chapter 11
case, and only six weeks after the Debtor filed its Schedule F in
that case.

In its schedules, the Debtor disclosed $45,098,259 in total assets
and $19,654,992 in total debts as of the Petition Date.


WB REAL ESTATE: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: WB Real Estate Revivial, LLC
        3520 East Utopia Road
        Phoenix, AZ 85050

Bankruptcy Case No.: 11-09921

Chapter 11 Petition Date: April 11, 2011

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Mark J. Giunta, Esq.
                  LAW OFFICE OF MARK J. GIUNTA
                  1413 N. 3rd Street
                  Phoenix, AZ 85004-1612
                  Tel: (602) 307-0837
                  Fax: (602) 307-0838
                  E-mail: mark.giunta@azbar.org

Scheduled Assets: $595,412

Scheduled Debts: $1,239,981

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/azb11-09921.pdf

The petition was signed by Richard Boeckmann, managing member.


ZALE CORP: Suspending Filing of Reports Under Savings Plan
----------------------------------------------------------
Zale Corporation Savings and Investment Plan filed a Form 15 with
the U.S. Securities and Exchange Commission notifying of its
suspension of its duty to file reports required under Section
15(d) of the Securities Exchange Act of 1934, as amended.   There
are currently no holders of records of common stock under the
Plan.  Zale Corporation common stock, par value $0.01 per share,
has been eliminated as an investment option under the Plan.

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale reported a net loss of $93.67 million on $1.62 billion of
revenues for the year ended July 31, 2010, compared with a net
loss of $166.35 million on $1.78 billion of revenues for the same
period a year ago.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.

The Company's balance sheet at Jan. 31, 2011 showed $1.20 billion
in total assets, $960.97 million in total liabilities and $244.01
million in total stockholders' investment.


* Gonzalez to Retire From Manhattan Bankruptcy Bench in Feb. 2012
-----------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Chief Judge Arthur J. Gonzalez of the U.S. Bankruptcy Court for
the Southern District of New York will retire from the bench on
Feb. 29, 2012. The next day, he will become a senior fellow at the
New York University School of Law.  Judge Gonzalez was the U.S.
Trustee in New York before being appointed a bankruptcy judge in
1995.  He presided over the Chapter 11 cases for Enron Corp.,
WorldCom Inc. and Chrysler Corp.  In addition to teaching at NYU,
Gonzalez is to be codirector of the NYU's Bankruptcy Workshop and
the Galgay Fellows Program.


* Grant Thornton LLP to Acquire Portion of LECG Practice
--------------------------------------------------------
The Philadelphia office of Grant Thornton LLP on Wednesday
announced a final agreement to acquire 19 partners and 164
professionals from the LECG Audit, Tax and Advisory practice.
Additional LECG professionals will join Grant Thornton offices in
Atlanta, Chicago and New York.  Prior to merging with LECG, the
portion of the business that Grant Thornton is acquiring was known
as Smart Business Advisory and Consulting and was the largest
independent accounting firm based in the Philadelphia area.

"We are very excited and proud of the outstanding talent that we
have added to the Philadelphia office," said Rick Gebert,
Philadelphia office managing partner.  "This acquisition allows us
to further support the firm's goal to be the leading audit, tax
and advisory firm serving dynamic organizations in our chosen
markets.  It also strengthens our already very capable resources
in the Pennsylvania market."

"This transaction represents a key strategic milestone in the
Philadelphia office's response to marketplace opportunities that
allow us to deliver truly value-added tax, audit and advisory
services to our clients and prospective clients," noted Wayne
Kaplan, who will assume the role of Philadelphia office managing
partner as of Aug. 1.  "It complements and builds upon our
talented cadre of professionals who service our chosen markets."

                     About Grant Thornton LLP

Grant Thornton LLP -- http://www.GrantThornton.com/-- is the U.S.
member firm of Grant Thornton International Ltd, one of the six
global audit, tax and advisory organizations. Grant Thornton
International Ltd and its member firms are not a worldwide
partnership, as each member firm is a separate and distinct legal
entity.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In Re John McCombs
   Bankr. S.D. Ala. Case No. 11-01293
      Chapter 11 Petition filed March 31, 2011

In Re 83rd Partners LLC
        dba Prime Pizza
   Bankr. D. Ariz. Case No. 11-08851
      Chapter 11 Petition filed March 31, 2011
         See http://bankrupt.com/misc/azb11-08851.pdf

In Re Benjamin Kang
   Bankr. C.D. Calif. Case No. 11-23910
      Chapter 11 Petition filed March 31, 2011

In Re Daniel Rodarte
   Bankr. C.D. Calif. Case No. 11-23824
      Chapter 11 Petition filed March 31, 2011

In Re Gary Bodenweiser
   Bankr. C.D. Calif. Case No. 11-20789
      Chapter 11 Petition filed March 31, 2011

In Re Waheed Akhtar
   Bankr. E.D. Calif. Case No. 11-27951
      Chapter 11 Petition filed March 31, 2011

In Re Alegria Hipolito
   Bankr. N.D. Calif. Case No. 11-53072
      Chapter 11 Petition filed March 31, 2011

In Re Carole Shelton
   Bankr. N.D. Calif. Case No. 11-11183
      Chapter 11 Petition filed March 31, 2011

In Re Escapes Acquisition LLC
   Bankr. M.D. Fla. Case No. 11-04467
      Chapter 11 Petition filed March 31, 2011
         See http://bankrupt.com/misc/flmb11-04467.pdf

In Re Mary Henderson
   Bankr. M.D. Fla. Case No. 11-06181
      Chapter 11 Petition filed March 31, 2011

In Re Butler Logging, Inc.
   Bankr. S.D. Ga. Case No. 11-30148
      Chapter 11 Petition filed April 1, 2011
         See http://bankrupt.com/misc/gasb11-30148.pdf

In Re Jeffrey Purtle
   Bankr. D. Kan. Case No. 11-20880
      Chapter 11 Petition filed March 31, 2011

In Re Redrye, LLC
   Bankr. E.D. Mich. Case No. 11-49143
      Chapter 11 Petition filed March 31, 2011
         See http://bankrupt.com/misc/mieb11-49143p.pdf
         See http://bankrupt.com/misc/mieb11-49143c.pdf

In Re Extreme Team, A Nevada Corporation
        aka Barbie Ltd
        aka Re/Max Extreme
   Bankr. D. Nev. Case No. 11-14741
      Chapter 11 Petition filed March 31, 2011
         See http://bankrupt.com/misc/nvb11-14741.pdf

In Re Michael Gallicchio
   Bankr. D. N.J. Case No. 11-19772
      Chapter 11 Petition filed March 31, 2011

In Re New Jersey Lawn and Irrigation, Inc.
   Bankr. D. N.J. Case No. 11-19928
      Chapter 11 Petition filed March 31, 2011
         See http://bankrupt.com/misc/njb11-19928.pdf

In Re K.C. Third Avenue Parking LLC
   Bankr. S.D.N.Y. Case No. 11-11423
      Chapter 11 Petition filed March 31, 2011
         See http://bankrupt.com/misc/nysb11-11423.pdf

In Re Hickory Grove Express LLC
        aka Gold Water Development Inc.
   Bankr W.D. N.C. Case No. 11-30840
      Chapter 11 Petition filed March 31, 2011
         filed pro se

In Re Union Trust Philadelphia, LLC
        aka Union Trust Steak House
   Bankr. E.D. Pa. Case No. 11-12565
      Chapter 11 Petition filed March 31, 2011
         See http://bankrupt.com/misc/paeb11-12565.pdf

In Re WSC 717 Associates, L.P.
   Bankr. E.D. Pa. Case No. 11-12567
      Chapter 11 Petition filed March 31, 2011
         See http://bankrupt.com/misc/paeb11-12567.pdf

In Re Lorjes, LLC
   Bankr. W.D. Pa. Case No. 11-10581
      Chapter 11 Petition filed March 31, 2011
         See http://bankrupt.com/misc/pawb11-10581.pdf

In Re Elisa Apartments Corporation
   Bankr. D. Puerto Rico Case No. 11-02830
      Chapter 11 Petition filed April 1, 2011
         See http://bankrupt.com/misc/prb11-02830.pdf

In Re Mark Skoda
   Bankr. W.D. Tenn. Case No. 11-23283
      Chapter 11 Petition filed March 31, 2011

In Re Freddy's Investments, Inc.
        dba Proactive Homecare
   Bankr. S.D. Texas Case No. 11-70201
      Chapter 11 Petition filed March 31, 2011
         See http://bankrupt.com/misc/txsb11-70201.pdf

In Re New Beginnings Behavioral Health Services, Inc.
   Bankr. S.D. Texas Case No. 11-70199
      Chapter 11 Petition filed March 31, 2011
         See http://bankrupt.com/misc/txsb11-70199.pdf

In Re Robert Ruiz
      Patricia Ruiz
   Bankr. W.D. Texas Case No. 11-30602
      Chapter 11 Petition filed March 31, 2011

In Re Bryan Thorell
   Bankr. D. Utah Case No. 11-24430
      Chapter 11 Petition filed March 31, 2011

In Re Allen Ferguson
   Bankr. E.D. Va. Case No. 11-32141
      Chapter 11 Petition filed March 31, 2011


In Re H&L Hospitality LLC
   Bankr. D. D.C. Case No. 11-00248
      Chapter 11 Petition filed April 1, 2011
         See http://bankrupt.com/misc/dcb11-00248.pdf

In Re Ires Investment Group, LP
   Bankr. W.D. Texas Case No. 11-60384
      Chapter 11 Petition filed April 1, 2011
         See http://bankrupt.com/misc/txwb11-60384p.pdf
         See http://bankrupt.com/misc/txwb11-60384c.pdf


In Re Lanphear Tool Works, Inc.
   Bankr. W.D. Mich. Case No. 11-03675
      Chapter 11 Petition filed April 1, 2011
         See http://bankrupt.com/misc/miwb11-03675p.pdf
         See http://bankrupt.com/misc/miwb11-03675c.pdf

In Re Normangee Apartments Ltd.
   Bankr. W.D. Texas Case No. 11-60383
      Chapter 11 Petition filed April 1, 2011
         See http://bankrupt.com/misc/txwb11-60383.pdf

In Re Pepperonis Pizza Inc.
   Bankr. C.D. Calif. Case No. 11-14692
      Chapter 11 Petition filed April 1, 2011
         See http://bankrupt.com/misc/cacb11-14692.pdf

In Re Pittsburgh National Golf Club, Inc.
   Bankr. W.D. Pa. Case No. 11-22050
      Chapter 11 Petition filed April 1, 2011
         See http://bankrupt.com/misc/pawb11-22050p.pdf
         See http://bankrupt.com/misc/pawb11-22050c.pdf

In Re Ridgerunner, LLC
   Bankr. D. Idaho Case No. 11-20369
      Chapter 11 Petition filed April 1, 2011
         See http://bankrupt.com/misc/idb11-20369.pdf

In Re S17 Owners Association, Inc.
   Bankr. D. S.C. Case No. 11-02194
      Chapter 11 Petition filed April 1, 2011
         See http://bankrupt.com/misc/scb11-02194.pdf

In Re Soccer Pro RC LLC
   Bankr. N.D. Calif. Case No. 11-31251
      Chapter 11 Petition filed March 31, 2011
         See http://bankrupt.com/misc/canb11-31251.pdf

In Re Edward Byington
   Bankr. W.D. Va. Case No. 11-70729
      Chapter 11 Petition filed April 1, 2011


In Re Huu Tieu
   Bankr. C.D. Calif. Case No. 11-14686
      Chapter 11 Petition filed April 1, 2011

In Re Jacob Jones
   Bankr. M.D. Fla. Case No. 11-02406
      Chapter 11 Petition filed April 1, 2011

In Re Jeffrey Geftos
      Cynthia Geftos
   Bankr. E.D. Mich. Case No. 11-49372
      Chapter 11 Petition filed April 1, 2011

In Re Jose Hernandez
   Bankr. S.D. Texas Case No. 11-32749
      Chapter 11 Petition filed April 1, 2011

In Re Leonor Zimerman
   Bankr. C.D. Calif. Case No. 11-14045
      Chapter 11 Petition filed April 1, 2011

In Re Pamela Rodgers
   Bankr. E.D.N.Y. Case No. 11-42754
      Chapter 11 Petition filed April 1, 2011

In Re Patricia Studier
   Bankr. S.D. Ga. Case No. 11-40690
      Chapter 11 Petition filed April 1, 2011

In Re Randall Byrd
   Bankr. W.D. Texas Case No. 11-10781
      Chapter 11 Petition filed April 1, 2011

In Re Timothy Marine
   Bankr. S.D. Ala. Case No. 11-01313
      Chapter 11 Petition filed April 1, 2011

In Re William Budigan
   Bankr. W.D. Wash. Case No. 11-13822
      Chapter 11 Petition filed April 1, 2011

In Re William Warr
   Bankr. N.D. Ala. Case No. 11-40888
      Chapter 11 Petition filed April 1, 2011

In Re Juan Rodriguez Hernandez
   Bankr. D. Puerto Rico Case No. 11-02855
      Chapter 11 Petition filed April 1, 2011

In Re Shelby Verley
   Bankr. C.D. Calif. Case No. 11-20981
      Chapter 11 Petition filed April 2, 2011

In Re Brenda Alarcon
   Bankr. N.D. Calif. Case No. 11-11234
      Chapter 11 Petition filed April 2, 2011

In Re Jose Crespo Vales
   Bankr. D. Puerto Rico Case No. 11-02857
      Chapter 11 Petition filed April 2, 2011
In Re Ernest Thomas
   Bankr. S.D. Texas Case No. 11-32811
      Chapter 11 Petition filed April 2, 2011

In Re Maria Torres
   Bankr. S.D.N.Y. Case No. 11-11524
      Chapter 11 Petition filed April 3, 2011

In Re Karen Johnson
   Bankr. D. S.C. Case No. 11-02220
      Chapter 11 Petition filed April 3, 2011

In Re William Hardegree
      Kim Hardegree
   Bankr. N.D. Ala. Case No. 11-40897
      Chapter 11 Petition filed April 4, 2011

In Re Frank Boyce
   Bankr. C.D. Calif. Case No. 11-11564
      Chapter 11 Petition filed April 4, 2011

In Re Sheila Kearney
   Bankr. C.D. Calif. Case No. 11-21131
      Chapter 11 Petition filed April 4, 2011

In Re Mieczyslaw Cius
   Bankr. M.D. Fla. Case No. 11-06394
      Chapter 11 Petition filed April 4, 2011

In Re Kings Diner Bar Deli BBQ, LLC
        fka 710 Food Corp. LLC
   Bankr S.D. Fla. Case No. 11-19110
      Chapter 11 Petition filed April 4, 2011
         filed pro se

In Re Benigno Marquez
   Bankr. S.D. Fla. Case No. 11-19120
      Chapter 11 Petition filed April 4, 2011

In Re Steven Berkowitz
   Bankr. S.D. Fla. Case No. 11-19107
      Chapter 11 Petition filed April 4, 2011

In Re Briggs Development & Property Management, LLC
   Bankr. N.D. Ga. Case No. 11-60392
      Chapter 11 Petition filed April 4, 2011
         See http://bankrupt.com/misc/ganb11-60392.pdf

In Re Carolyn Malcolm
   Bankr. N.D. Ga. Case No. 11-60274
      Chapter 11 Petition filed April 4, 2011

In Re Furcron Developers, LLC
   Bankr. N.D. Ga. Case No. 11-60202
      Chapter 11 Petition filed April 4, 2011
         See http://bankrupt.com/misc/ganb11-60202.pdf

In Re Marcelo Ferrari
   Bankr. N.D. Ga. Case No. 11-60245
      Chapter 11 Petition filed April 4, 2011

In Re Maze Properties, Inc.
   Bankr. N.D. Ga. Case No. 11-60437
      Chapter 11 Petition filed April 4, 2011
         See http://bankrupt.com/misc/ganb11-60437.pdf

In Re NAM CHI LLC
   Bankr. N.D. Ga. Case No. 11-60438
      Chapter 11 Petition filed April 4, 2011
         See http://bankrupt.com/misc/ganb11-60438.pdf

In Re The Nominal Group, Inc.
   Bankr. N.D. Ga. Case No. 11-60365
      Chapter 11 Petition filed April 4, 2011
         See http://bankrupt.com/misc/ganb11-60365.pdf

In Re Ronald Murphy
   Bankr. N.D. Ga. Case No. 11-41116
      Chapter 11 Petition filed April 4, 2011

In Re Yong Choe
   Bankr. N.D. Ga. Case No. 11-60620
      Chapter 11 Petition filed April 4, 2011

In Re Dolphus DeLoach
   Bankr. S.D. Ga. Case No. 11-60180
      Chapter 11 Petition filed April 4, 2011

In Re Ramon Jackson
   Bankr. N.D. Ill. Case No. 11-14259
      Chapter 11 Petition filed April 4, 2011

In Re Oldmire, LLC
   Bankr. M.D. La. Case No. 11-10478
      Chapter 11 Petition filed April 4, 2011
         See http://bankrupt.com/misc/lamb11-10478.pdf

In Re BHK Properties, LLC
   Bankr. D. Maine Case No. 11-20451
      Chapter 11 Petition filed April 4, 2011
         See http://bankrupt.com/misc/meb11-20451.pdf

In Re Cicero Yow
   Bankr. E.D. N.C. Case No. 11-02630
      Chapter 11 Petition filed April 4, 2011

In Re Harry G. Ochs, Inc.
   Bankr. E.D. Pa. Case No. 11-12746
      Chapter 11 Petition filed April 4, 2011
         See http://bankrupt.com/misc/paeb11-12746.pdf

In Re Murray Wilhoite
   Bankr. M.D. Tenn. Case No. 11-03449
      Chapter 11 Petition filed April 4, 2011

In Re Robert Tavernini
   Bankr. N.D. Texas Case No. 11-32341
      Chapter 11 Petition filed April 4, 2011

In Re Susanne Walker
   Bankr. N.D. Texas Case No. 11-32348
      Chapter 11 Petition filed April 4, 2011

In Re Uppal Bros., Inc.
        dba Save Way Food Mart
   Bankr. N.D. Texas Case No. 11-42051
      Chapter 11 Petition filed April 4, 2011
         See http://bankrupt.com/misc/txnb11-42051.pdf

In Re Juan Casaretto
   Bankr. S.D. Texas Case No. 11-10197
      Chapter 11 Petition filed April 4, 2011

In Re Brit-Bran, LLC
        dba Precision Tune Auto Care
   Bankr. W.D. Texas Case No. 11-60404
      Chapter 11 Petition filed April 4, 2011
         See http://bankrupt.com/misc/txwb11-60404.pdf

In Re Bradley Martin
      Sheryl Martin
   Bankr. W.D. Texas Case No. 11-60400
      Chapter 11 Petition filed April 4, 2011

In Re Maria Torres
   Bankr. W.D. Texas Case No. 11-30644
      Chapter 11 Petition filed April 4, 2011

In Re Mauro Cedillo
      Benita Cedillo
   Bankr. W.D. Texas Case No. 11-30639
      Chapter 11 Petition filed April 4, 2011

In Re F&M Land Company, LLC
   Bankr N.D. Calif. Case No. 11-53215
      Chapter 11 Petition filed April 5, 2011
         filed pro se

In Re Copernicus, Inc.
        dba Edible Arrangements #714
   Bankr. M.D. Fla. Case No. 11-02452
      Chapter 11 Petition filed April 5, 2011
         See http://bankrupt.com/misc/flmb11-02452.pdf

In Re FSP, Inc.
        dba Dollar Dawg
        dba eZmissions
        dba Right Stuff
        dba Highway 96 Post Office
   Bankr. N.D. Ga. Case No. 11-60838
      Chapter 11 Petition filed April 5, 2011
         See http://bankrupt.com/misc/ganb11-60838.pdf

In Re Butler Trucking, Inc.
   Bankr. S.D. Ga. Case No. 11-30154
      Chapter 11 Petition filed April 5, 2011
         See http://bankrupt.com/misc/gasb11-30154.pdf

In Re Bass Healthcare Enterprises, LLC
   Bankr. E.D. Okla. Case No. 11-80461
      Chapter 11 Petition filed April 5, 2011
         See http://bankrupt.com/misc/okeb11-80461.pdf
In Re Nelson's Investment Co., Inc.
   Bankr. E.D. Okla. Case No. 11-80457
      Chapter 11 Petition filed April 5, 2011
         See http://bankrupt.com/misc/okeb11-80457.pdf

In Re Phila. Playoffs Inc.
   Bankr E.D. Pa. Case No. 11-12755
      Chapter 11 Petition filed April 5, 2011
         filed pro se

In Re Pope Logging, Inc.
   Bankr. S.D. Ga. Case No. 11-30153
      Chapter 11 Petition filed April 5, 2011
         See http://bankrupt.com/misc/gasb11-30153.pdf

In Re Newkirk Holdings, LLC
   Bankr. W.D. Okla. Case No. 11-11769
      Chapter 11 Petition filed April 5, 2011
         See http://bankrupt.com/misc/okwb11-11769.pdf

In Re MPACT Martial Arts Academy, Inc.
   Bankr. M.D. Tenn. Case No. 11-03490
      Chapter 11 Petition filed April 5, 2011
         See http://bankrupt.com/misc/tnmb11-03490.pdf

In Re Ludgate Investments, LLC
   Bankr W.D. Texas Case No. 11-30654
      Chapter 11 Petition filed April 5, 2011
         filed pro se

In Re Advanced Heating and Cooling, Inc.
   Bankr. W.D. Wash. Case No. 11-13937
      Chapter 11 Petition filed April 5, 2011
         See http://bankrupt.com/misc/wawb11-13937.pdf

In Re Young America Mortgage Corporation
   Bankr. C.D. Calif. Case No. 11-14298
      Chapter 11 Petition filed April 6, 2011
         See http://bankrupt.com/misc/cacb11-14298.pdf

In Re Jumbo USA, Inc.
   Bankr. D. Nev. Case No. 11-15076
      Chapter 11 Petition filed April 6, 2011
         See http://bankrupt.com/misc/nvb11-15076.pdf

In Re Pioneer Health Resources, Inc.
   Bankr. D. Nev. Case No. 11-51122
      Chapter 11 Petition filed April 6, 2011
         See http://bankrupt.com/misc/nvb11-51122.pdf

In Re Granite Fields Property Management, LLC
   Bankr. D. N.H. Case No. 11-11364
      Chapter 11 Petition filed April 6, 2011
         See http://bankrupt.com/misc/nhb11-11364.pdf

   In Re Diamond Oaks
      Bankr. D. N.H. Case No.
         Chapter 11 Petition filed April 6, 2011

      In Re Golf Club, LLC
         Bankr. D. N.H. Case No. 11-11365
            Chapter 11 Petition filed April 6, 2011

         In Re Zadeda Farms, Inc.
            Bankr. D. N.H. Case No. 11-11366
               Chapter 11 Petition filed April 6, 2011

In Re CMC Capital Management Co, LLC
   Bankr E.D.N.Y. Case No. 11-42852
      Chapter 11 Petition filed April 6, 2011
         filed pro se

In Re Musgrove Trucking, Inc.
   Bankr. E.D. Okla. Case No. 11-80464
      Chapter 11 Petition filed April 6, 2011
         See http://bankrupt.com/misc/okeb11-80464p.pdf
         See http://bankrupt.com/misc/okeb11-80464c.pdf

In Re Kreka Enterprises, Inc.
        dba Lake Dallas Point Restaurant
   Bankr. E.D. Texas Case No. 11-41133
      Chapter 11 Petition filed April 6, 2011
         See http://bankrupt.com/misc/txeb11-41133.pdf

In Re The Poultry Source, Inc.
        aka Hall's Honey Fried Chicken
   Bankr. N.D. Texas Case No. 11-32441
      Chapter 11 Petition filed April 6, 2011
         See http://bankrupt.com/misc/txnb11-32441.pdf

In Re N Zone, LLC
   Bankr. E.D. Ark. Case No. 11-12281
      Chapter 11 Petition filed April 7, 2011
         See http://bankrupt.com/misc/areb11-12281.pdf

In Re Rodney Smith
   Bankr. C.D. Calif. Case No. 11-25026
      Chapter 11 Petition filed April 7, 2011

In Re Guadalupe Luna
   Bankr. E.D. Calif. Case No. 11-14077
      Chapter 11 Petition filed April 7, 2011

In Re Anthony Juliano
   Bankr. D. Conn. Case No. 11-30912
      Chapter 11 Petition filed April 7, 2011

In Re Martin Storage Company, Inc.
   Bankr. D. Md. Case No. 11-17230
      Chapter 11 Petition filed April 7, 2011
         See http://bankrupt.com/misc/mdb11-17230p.pdf
         See http://bankrupt.com/misc/mdb11-17230c.pdf

In Re Charles Grigsby
   Bankr. D. Nev. Case No. 11-15193
      Chapter 11 Petition filed April 7, 2011

In Re Timothy Robinson
   Bankr. D. N.M. Case No. 11-11544
      Chapter 11 Petition filed April 7, 2011

In Re GFS Inc.
        dba Jobee Restaurant
   Bankr. S.D.N.Y. Case No. 11-11637
      Chapter 11 Petition filed April 7, 2011
         See http://bankrupt.com/misc/nysb11-11637.pdf

In Re GEO Properties Corporation
   Bankr. W.D.N.Y. Case No. 11-11167
      Chapter 11 Petition filed April 7, 2011
         See http://bankrupt.com/misc/nywb11-11167.pdf

In Re Gary Mercer
   Bankr. E.D. N.C. Case No. 11-02718
      Chapter 11 Petition filed April 7, 2011

In Re Ronald Bryant
   Bankr. E.D. N.C. Case No. 11-02749
      Chapter 11 Petition filed April 7, 2011

In Re Daren Le Beau
   Bankr. W.D. Okla. Case No. 11-11832
      Chapter 11 Petition filed April 7, 2011

In Re Aboshusha, Inc.
         ta Country Club Diner
   Bankr. M.D. Pa. Case No. 11-02533
      Chapter 11 Petition filed April 7, 2011
         See http://bankrupt.com/misc/pamb11-02533.pdf

In Re Abatecola Leasing, LLC
   Bankr. S.D. Texas Case No. 11-80203
      Chapter 11 Petition filed April 7, 2011
         See http://bankrupt.com/misc/txsb11-80203.pdf

In Re Curtis Cripe
   Bankr. D. Ariz. Case No. 11-09830
      Chapter 11 Petition filed April 8, 2011

In Re Silverleaf Perimeter Center, LLC
   Bankr. D. Ariz. Case No. 11-09724
      Chapter 11 Petition filed April 8, 2011
         See http://bankrupt.com/misc/azb11-09724p.pdf
         See http://bankrupt.com/misc/azb11-09724c.pdf

In Re Tyson Stuhr
   Bankr. D. Ariz. Case No. 11 -09726
      Chapter 11 Petition filed April 8, 2011

In Re Dan Zhu
   Bankr. C.D. Calif. Case No. 11-25289
      Chapter 11 Petition filed April 8, 2011

In Re RASCO-Alcoa
   Bankr. C.D. Calif. Case No. 11-25341
      Chapter 11 Petition filed April 8, 2011

In Re Gregory Phillips
   Bankr. M.D. Fla. Case No. 11-06716
      Chapter 11 Petition filed April 8, 2011

In Re Mouneimne Properties, LLC
   Bankr. M.D. Fla. Case No. 11-06730
      Chapter 11 Petition filed April 8, 2011
         See http://bankrupt.com/misc/flmb11-06730.pdf

In Re Windmill Lakes IV Condominium Association, Inc.
   Bankr. S.D. Fla. Case No. 11-19571
      Chapter 11 Petition filed April 8, 2011
         See http://bankrupt.com/misc/flsb11-19571.pdf

In Re Eugenio Lopez
   Bankr. D. Nev. Case No. 11-15246
      Chapter 11 Petition filed April 8, 2011

In Re NJ Business and Education Center, Inc.
   Bankr. D. N.J. Case No. 11-21077
      Chapter 11 Petition filed April 8, 2011
         See http://bankrupt.com/misc/njb11-21077.pdf

In Re Charles Garrett
   Bankr. E.D. N.C. Case No. 11-02797
      Chapter 11 Petition filed April 8, 2011

In Re LAZ Holdings, LLC
         aka Kegs & Corks
   Bankr. N.D. Texas Case No. 11-32509
      Chapter 11 Petition filed April 8, 2011
         See http://bankrupt.com/misc/txnb11-32509.pdf

In Re Isidro Zaragoza
   Bankr. D. Nev. Case No. 11-15221
      Chapter 11 Petition filed April 8, 2011

In Re Jay Davey
   Bankr. D. N.H. Case No. 11-11381
      Chapter 11 Petition filed April 8, 2011

In Re Jimmy Banks
   Bankr. D. Nev. Case No. 11-15270
      Chapter 11 Petition filed April 8, 2011

In Re Jose Diaz-Gonzalez
   Bankr. D. Puerto Rico Case No. 11-02995
      Chapter 11 Petition filed April 8, 2011


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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