TCR_Public/110607.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, June 7, 2011, Vol. 15, No. 156

                            Headlines

2930 MOJAVE: Files for Chapter 7 Bankruptcy Protection
524 HOWARD: Taps Napoleon L. Forte to Appraise California Property
6333 CORP: Case Summary & 2 Largest Unsecured Creditors
A-NGAE1 LLC: Bankruptcy Court Confirms Amended Plan
AFY INC: Ch.7 Trustee Wins Bid to Collect $4.5MM From Affiliate

AIRPARK VILLAGE: To Reorganize Through New Debt or Asset Sale
ALL SERVICE: Files for Chapter 7 Bankruptcy Protection
ALLY FINANCIAL: Promotes Several Executives From Within Firm
ALLY FINANCIAL: Has Applied for NYSE Listing Under "ALLY" Symbol
ALTER COMMS: Confirmation Order Reversed to Allow Competing Plans

AMERICAN PACIFIC: Amends Plan to Outline Treatment of Creditors
AMT LLC: Sec. 341 Creditors' Meeting Set for June 30
AMT LLC: Asks Court to Approve Wilson Harrell Employment
ANGEL ACQUISITION: Continues Development of Angels in Action
APOLLO MEDICAL: Raouf Khalil Resigns as Director

ARCH COAL: Moody's Confirms 'Ba3' CFR; Outlook Stable
ATHENS INVESTORS: Owes About $53,000 in Taxes to Athens Country
BARNES BAY: Anguilla Re Wants Changes in Releases under Plan
BERKELEY DELAWARE: Files Schedules of Assets and Liabilities
BERNARD L. MADOFF: Ex-Employee Pleas Guilty to Falsifying Records

BERNARD L. MADOFF: JPMorgan Chase Seeks to Dismiss 13 of 21 Claims
BIOPACK ENVIRONMENTAL: Awaits Judgment on Landlord's Claim
BORDERS GROUP: Hopes to File Chapter 11 Plan by End of June
BORDERS GROUP: Seattle's Best Reacts to Contract Rejection
BORDERS GROUP: Wins Approval to Reject 100 Contracts

BOWE BELL: Wins Approval for Richards Layton as Counsel
BOWE BELL: Can Hire Tory's LLP to Handle Canadian Proceedings
BOWE BELL: Court Approves Focus Management as Financial Advisor
BOWE BELL: Affiliates File Schedules of Assets and Liabilities
BOWE BELL: Committee Taps BDO Consulting as Financial Advisor

BPP TEXAS: Takes Step Toward Bankruptcy Exit With Sale Request
BROWARD COUNTY: Moody's Cuts Ratings on Revenue Bonds to 'B'
BRUGNARA PROPERTIES VI: U.S. Trustee Wants Case Converted to Ch. 7
C&S MARINE: Case Summary & 4 Largest Unsecured Creditors
CARLYLE MODENA: Moody's Upgrades Rating on Class D Notes to 'B3'

CASTELLO EXCAVATION: Case Summary & 20 Largest Unsecured Creditors
CATHOLIC CHURCH: Milw. Panel Wants Lift Stay for Depositions
CATHOLIC CHURCH: Wilmington Plan Set for Confirmation July 8
CATHOLIC CHURCH: Wilm. Committee Has Berkeley as Fin'l Advisor
CENTRAL LEASING: Ch. 7 Trustee Taps Becker Meisel as Counsel

CENTRAL LEASING: Reorganization Case Converted to Liquidation
CENTRAL LEASING: Trustee Taps Bederson & Company as Accountant
CFRI/GREENLAW: Plan Filing Exclusivity Extended to Aug. 19
COLTS RUN: Wants to Tap Cash Collateral to Pay Professional Fees
COMPTON PETROLEUM: Reports $2.47-Mil. First Quarter Net Earnings

CORRECTIONS CORP: Moody's Raises Sr. Unsecured Rating to 'Ba1'
COTTON 303: Bankruptcy Court Considers Case Dismissal Plea Today
CROSS BORDER: Enters Into Separation Agreement with BDR Inc.
CRYSTAL CATHEDRAL: Plans Bidding Process for Church Property
CRYSTALLEX INTERNATIONAL: Notified of Amex Panel Appeal Decision

DAAT ASSET: Files for Chapter 7 Bankruptcy Protection
DIABLO VILLAGE: Case Summary & 9 Largest Unsecured Creditors
DUOYUAN PRINTING: To Continue Appeal of NYSE Delisting
DYNASTY DEVELOPMENT: Creditors Wants Reorganization Case Dismissed
DYNASTY DEVELOPMENT: Files Schedules of Assets and Liabilities

ELITE PHARMACEUTICALS: Trellus Management Has 7.26% Equity Stake
EMMIS COMMUNICATIONS: Number of Directors Decreased to Eight
FABRICATED STEEL: Files for Chapter 7 Liquidation
FAIRFAX CROSSING: Amends Plan, to Consolidate Subsidiaries
FAST CAR: Files for Chapter 7 Bankruptcy Protection

FRE REAL ESTATE: Denied Cash Collateral Use, Seeks Reconsideration
GENBAND INC: Moody's Downgrades Corporate Family Rating to 'B3'
GENCORP INC: SPH Group Discloses 6.9% Equity Stake
GENERAL GROWTH: Asks for Final Decree Closing 136 Ch. 11 Cases
GENERAL GROWTH: May Spin-Off Properties in $1.8-Bil. Deal

GENERAL GROWTH: Court OKs $199-Mil. in Professional Fees
GEORGIA GULF: S&P Ups Corp. Credit Rating to B+; Outlook Stable
GIORDANO'S ENTERPRISES: Trustee Taps Popowcer as Accountants
GIORDANO'S ENTERPRISES: Trustee Taps Quarles & Brady as Counsel
GIORDANO'S ENTERPRISES: Trustee Taps William Blair as Inv. Banker

GIORDANO'S ENTERPRISES: Trustee Taps William Dart for Tax Appeals
GIORDANO'S ENTERPRISES: Amends DIP Loan Pact Amount to $3.5-Mil.
GRAMERCY PARK: StabFund Given Go Signal to Foreclose NY Property
GREAT ATLANTIC: Forges New Deal With C&S Wholesale Grocers, Inc.
HARRY & DAVID: Disclosure Statement Hearing Set for June 24

HARRY & DAVID: Noteholders to Backstop Company's Rights Offering
HARRY & DAVID: Can Use Cash Collateral & Access $100-Mil. Loans
HARTSTRINGS L.L.C.: Files for Chapter 7 Bankruptcy Protection
HEARUSA INC: Secures Approval of Loan From William Demant
HIGHVIEW POINT: Chapter 11 Case Dismissed on Consent

HOLLIFIELD RANCHES: Has Permission to Ink $1.4-Mil. Secured Loan
HOLLYWOOD CASTING: Files for Chapter 7 Bankruptcy Protection
HOWREY LLP: Moves to Convert Ch. 7 Involuntary to Voluntary Ch. 11
HUBBARD PROPERTIES: Court Sets July 21 Confirmation Hearing Date
HUSKY INT'L: Moody's Assigns 'B2' Corporate Family Rating

IMAGE METRICS: Amends Licensing Agreement with Largest Customer
IMPERIAL CAPITAL: FDIC Objects to Adequacy of Disclosure Statement
INTEGRATED TECH: Files for Chapter 7 Bankruptcy Protection
INTERNATIONAL LEASE: Fitch Affirms IDR at 'BB'; Outlook Stable
INTERPUBLIC GROUP: S&P Rates Sr. Unsec. Revolver Facility at BB+

INTERTAPE POLYMER: Eight Directors Elected at Annual Meeting
ISTAR FINANCIAL: Seven Directors Elected at Annual Meeting
JILL HOLDINGS: S&P Gives 'B' Corp. Credit Rating; Outlook Negative
JNL FUNDING: Court Okays Disc. Statement, Plan Hearing on June 13
JOE TECCE: Blames 'Big Dig' Construction for Bankruptcy Filing

JS WESTON'S: Judge David Adams Dismisses Chapter 11 Case
KENTUCKIANA MEDICAL: Has Until July 18 to File Chapter 11 Plan
K-V PHARMACEUTICAL: AmediusTec Owns 5% of Class A Common Shares
KIOWA POWER: S&P Affirms Rating on $73.5MM Bonds at 'BB-'
LARRY SCHAIDT: Voluntary Chapter 11 Case Summary

LAX ROYAL: MSCI Wants Stay Lifted as to West Century Property
LEHMAN BROTHERS: Citigroup, et al., Want $1-Bil. Suit Dismissed
LEHMAN BROTHERS: Weil Seeks $38 Million for 4 Months of Work
LEHMAN BROTHERS: SIPC Trustee Supports $861-Mil. Deal with JPM
LEHMAN BROTHERS: Citi Wants LBI Claims Reduced by $296-Mil.

LEHMAN BROTHERS: Unveils Plan to Settle Derivatives Claims
LEHMAN BROTHERS: Investors Sue Lehman Over $640MM Contributions
LEHMAN BROTHERS: Judge Dismisses in Part Ballyrock ABS Lawsuit
LEHR CONSTRUCTION: Trustee Hires Golenbock Eiseman as Counsel
LEHR CONSTRUCTION: Trustee Taps Wolf Haldenstein as Counsel

LODGENET INTERACTIVE: Two Directors Elected at Annual Meeting
LOWER BUCKS: Has Until July 8 to Propose Chapter 11 Plan
LPATH, INC: Enters Into Lease Agreement with Sorrento Science
LT 266: Stay Lifted for VASOS to Pursue NY Foreclosure Action
M. SLAVIN & SONS: 3 Brooklyn Properties Set for Auction June 16

MADISON HOTEL: Sec. 341 Creditors' Meeting Set for June 30
MAJESTIC CAPITAL: Section 341(a) Meeting of Creditors Tomorrow
MAJESTIC CAPITAL: Court Approves Day Seckler as Fin'l Advisors
MAJESTIC CAPITAL: Court Approves Genova & Malin as Local Counsel
MARONDA HOMES: Court OKs Manion McDonough as Bankruptcy Counsel

MILLENNIUM REAL ESTATE: Case Summary & Largest Unsecured Creditors
MP-TECH AMERICA: Committee Taps Johnson Barton as Counsel
NEOMEDIA TECHNOLOGIES: To Sell $450,000 Debenture to YA Global
NEW ORIENTAL: Common Stock Delisted from Nasdaq
NLC UNITRUST: Hires Weir & Partners as Special Litigation Counsel

NORTEL NETWORKS: Justice Agency Keeps Close Eye on Bidding Process
NORTEL NETWORKS: Seeks to Employ Cassidy Turley as Broker
NORTEL NETWORKS: Wants Official Retiree Panel Established
NURSERYMEN'S EXCHANGE: Selling Licensing Deals at July 13 Auction
ON THE LEVEL: Voluntary Chapter 11 Case Summary

PACKET360 INC: Files Chapter 7 Liquidation
PARMALAT SPA: Bondi Wants Grant Thornton Cases Moved to Illinois
PARMALAT SPA: C Tanzi Jailed After Conviction in Market Abuse Case
PDPA INC: Case Summary & 16 Largest Unsecured Creditors
PETERSON LAW: Case Summary & 20 Largest Unsecured Creditors

PHILADELPHIA RITTENHOUSE: Appeals Dismissal of Chapter 11 Case
PRADERAS DEL: Case Summary & 16 Largest Unsecured Creditors
PROLOGIS INC: Fitch Upgrades Credit Ratings Following Merger
PROLOGIS INC: S&P Lowers Rating on Preferred Securities to 'BB'
QIMONDA AG: $11.75MM Settlement With G2 Technology Approved

QUANTUM COMPUTER: Voluntary Chapter 11 Case Summary
QUANTUM FUEL: Amends 2.67MM Registration Statement
RANCHO HOUSING: 341 Meeting on July 1; Status Hearing on July 19
RASER TECHNOLOGIES: Approved Loan Requires Plan by Sept. 30
RASER TECHNOLOGIES: Unit Gets Notice of Default from Anaheim

REOSTAR ENERGY: To File SEC Form 15 to Deregister Common Stock
REVLON, INC: Eleven Directors Elected at Annual Meeting
ROBERTS LAND: Files List of Two Largest Unsecured Creditors
ROBERTS LAND: Asks Court to Bar Lender From Going After Owners
ROSE IN BLOOM: Case Summary & 2 Largest Unsecured Creditors

SADDLEWOOD APARTMENTS: Case Summary & 18 Largest Unsec. Creditors
SBARRO INC: Moody's Assigns'Ba2' Rating to $35-Mil. DIP Facility
SHAW FAMILY: Case Summary & 11 Largest Unsecured Creditors
SINCLAIR BROADCAST: Eight Directors Elected at Annual Meeting
SIVEC SRL: Chapter 15 Case Summary

SMURFIT-STONE: RockTenn to Close Three Container Facilities
SONRISA REALTY: Bank's $5 Mil. Wins Auction for Property
SOUTH LOUISIANA: Will Accept Bids for Ethanol Plant Until June 9
SOUTH PADRE: Court Approves Tim Schultz as Accountant
SUNVALLEY SOLAR: Inks $1.56MM Photovoltaic Contract with Diamond

SWISS CHALET: Asks Court to OK Hiring of Cuprill Law Firm
SWISS CHALET: Seeks to Hire Carrasquillo as Fin'l Consultants
SWISS CHALET: Sec. 341(a) Creditors' Meeting Set for June 30
SYNAGRO TECHNOLOGIES: S&P Raises CCR to 'B-'; Outlook is Stable
TASTY BAKING: Suspending Filing of Reports with SEC

TBS INTERNATIONAL: Joseph Royce Owns 42.6% of Class A Shares
TBS INTERNATIONAL: Gregg McNelis Holds 15.6% of Class A Shares
THREE LIGHTS: Case Summary & 19 Largest Unsecured Creditors
TOLL BROTHERS: Moody's Revises Outlook to Stable from Negative
TOWN & COUNTRY: Case Summary & 20 Largest Unsecured Creditors

TRADE UNION: Seeks to Employ Lan Liu & Company as Accountant
TRIBUNE CO: Committee Wants to Termination Event Until Aug. 15
TRIBUNE CO: Homestead Has Ok to Sell Property for $3.85-Mil.
TRIBUNE CO: Committee Hires Seitz van Ogrtrop as Conflicts Counsel
TRICO MARINE: Has Until July 29 to Solicit Ch. 11 Plan Acceptances

TRIMAS CORP: Moody's Rates New Credit Facility at 'Ba2'
TRIUS THERAPEUTICS: 4 Class I Directors Elected at Annual Meeting
UNION LAND: Files Schedule of Assets and Liabilities
UNION LAND: Asks Court to Approve Decker Law Firm Employment
UNION LAND: Sec. 341(a) Creditors' Meeting Set for July 6

USA BANK OF PORT CHESTER: FDIC Probes Greenwich Official
VILLAS AT 39TH: Case Summary & 3 Largest Unsecured Creditors
VITRO SAB: Sun Capital Wins Auction for U.S. Assets
WELCOME HOSPITALITY: Case Summary & 17 Largest Unsecured Creditors

* Running Cities Like Companies is Risky Business, Experts Say

* Cohen & Grigsby Certified as Business Bankruptcy Specialists

* Large Companies With Insolvent Balance Sheets


                            *********


2930 MOJAVE: Files for Chapter 7 Bankruptcy Protection
------------------------------------------------------
Daily News Los Angeles reports that 2930 Mojave Court Title
Holding Trust, at 4910 Libbit Ave., in Encino, California, filed
for Chapter 7 protection in Los Angeles (Bankr. C.D. Calif. Case
No. 11-16138).


524 HOWARD: Taps Napoleon L. Forte to Appraise California Property
------------------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California authorized 524 Howard, LLC, to
employ Napoleon L. Forte as appraiser for the purpose of valuing
certain real property.

The Debtor requires an appraisal of a certain real property
located at 524 Howard Street in San Francisco, California.  A
dispute between the Debtor and Howard Street Property Investors,
LLC, holder of the senior lien, has arisen over the value of the
property.

The Debtor will pay Mr. Forte the cost of the appraisal amounting
to $5,500.

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

The firm can be reached at:

         Iain A. Macdonald, Esq.
         Reno F.R. Fernandez III, Esq.
         MACDONALD & ASSOCIATES
         221 Sansome Street, Third Floor
         San Francisco, CA 94104
         Tel: (415) 362-0449
         Fax: (415) 394-5544

                       About 524 Howard, LLC

San Francisco, California-based 524 Howard, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-30594) on
Feb. 17, 2011.  Iain A. Macdonald, Esq., and Reno F.R. Fernandez,
Esq., at Macdonald and Associates, in San Francisco, serve as the
Debtor's bankruptcy counsel.

An affiliate, CMR Mortgage Fund, LLC, sought Chapter 11 protection
(Bankr. N.D. Calif. Case No. 08-32220) on Nov. 18, 2008.
Affiliates CMR Mortgage Fund II, LLC (Bankr. N.D. Calif. Case No.
09-30788) and CMR Mortgage Fund III, LLC (Bankr. N.D. Calif. Case
No. 09-30802) filed Chapter 11 petitions on March 31, 2009.

524 Howard disclosed $38,859,147 in assets and $29,326,164 in
liabilities as of the Chapter 11 filing.


6333 CORP: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 6333 Corp.
        6333 N. Northwest Hwy.
        Chicago, IL 60646

Bankruptcy Case No.: 11-23366

Chapter 11 Petition Date: June 1, 2011

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

Judge: Pamela S. Hollis

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: $0 to $50,000

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-23366.pdf

The petition was signed by Michael Kinsch, president.


A-NGAE1 LLC: Bankruptcy Court Confirms Amended Plan
---------------------------------------------------
On Feb. 17, 2011, Debtor A-NGAE1, LLC, and its parent, N.G.A.#2,
LLC, filed the disclosure statement for the Debtor's Plan of
Reorganization dated July 27, 2009, and the Amended Plan of
Reorganization dated Feb. 17, 2011.  On May 18, 2011, the
Bankruptcy Court approved the disclosure statement and confirmed
the Amended Plan.  The New Operating Agreement is approved and
will govern the affairs of the Debtor on and after the Effective
Date without further of the Bankruptcy Court.

On the Effective Date, the promissory note dated as of July 11,
2006, in the original principal of $9,900,000 issued by N.G.A. #2,
LLC, and assumed by the Debtor prior to the Petition Date ("Note")
will be automatically canceled and any liens on the property
pursuant to the Deed of Trust will be automatically discharged
withouth further of the Court.

The Debtor will issue the Class A Membership Interests to the
Lenders and the Class B Membership Interests to the Parent as
required by the Amended Plan.

As reported in the TCR on May 6, 2011, the Amended Plan modifies
the initial plan by removing Section 5.5.  Section 5.5 provides
that approval of the plan by lenders holding 51% or more of the
total amount of allowed note claims will be deemed to constitute
an action by those lenders to release the guarantor from all of
its obligations under the guarantee, and will be binding upon all
lenders.

The removal of Section 5.5 will not affect the amount or
percentage of Class A Membership Interests that the lenders will
receive on account of their note claims or the voluntary releases
granted by the lenders that voted in favor of the original plan.
If the amended plan is confirmed, those releases will be effective
notwithstanding the removal of the provision.

As reported in the TCR on Feb. 28, 2011, the Debtor will adopt a
new operating agreement, which will supersede all other operating
agreements in respect of the Debtor.  The new operating agreement
will provide at all times that, upon the sale of the Debtor's
property, the proceeds will be paid first to reimburse the makers
of the supplemental capital contributions for any amounts
contributed plus an 8% annual return; second, to the makers of the
additional capital contributions for any amounts contributed plus
an 8% annual return; third, until the holders of Class A
Membership Interests have received the initial Class A amount (in
the amount of $9,900,000 increased on a monthly basis at 1% p.a.),
(a) 90% to the holders of Class A Membership Interests on a pro
rata basis, provided that the pro rata distributions of the Class
A members will be adjusted so that the makers of the supplemental
capital contributions receive an additional 12% annual return at
the expense of the Class A members that didn't make an additional
capital contribution, and (b) 10% to the Parent, and, fourth, 70%
to the holders of Class A Membership Interests on a pro rata basis
and 30% to the Parent.

The Debtor will be managed by LEHM, LLC, which will be established
for the purpose of managing the Debtor after the effective date,
and the steering committee.  The Manager, with the assistance
of the developer Focus Investment Group, LLC, will perform all
of the pre-development and entitlement work that is necessary
and reasonable to prepare the Property for sale and improve the
entitlement and master planning status of the Property.  The
Manager will also market and sell the Property when commercially
reasonable, subject to the approval of the Steering Committee and
the holders of Class A Membership Interests.

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

           http://bankrupt.com/misc/A-ngaE1_amendedPlan.pdf

                        About A-NGAE1, LLC

Las Vegas, Nevada-based A-NGAE1, LLC, a Nevada limited liability
company, filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-18719) on May 12, 2010.  Georganne W. Bradley,
Esq., at Kaempfer Crowell Renshaw Gronauer & Fiorentino, in Las
Vegas, Nev., serves as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed assets of $14,621,820 and
liabilities of $9,900,000 as of the Petition Date.

Affiliates B-SWDE3, LLC (Bankr. D. Nev. Case No. 09-29051), et
al., filed separate Chapter 11 petitions.


AFY INC: Ch.7 Trustee Wins Bid to Collect $4.5MM From Affiliate
---------------------------------------------------------------
Chief Judge Thomas L. Saladino granted the request for summary
judgment filed by the chapter 7 trustee of AFY Inc., in the
lawsuit, Joseph H. Badami, Chapter 7 Trustee, v. Ainsworth Feed
Yards, LLC, Adv. Proc. No. 10-4060 (Bankr. D. Neb.).  The
bankruptcy trustee filed the lawsuit to attempt to collect a
scheduled $4.5 million debt allegedly owed by Ainsworth Feed
Yards, LLC, to the Debtor.  The debtor and the LLC are owned and
operated by the same persons.  The LLC has suggested the "debt"
should more appropriately be characterized as a capital
contribution.

At a status conference in the case, the defendant's attorney
stated that his conversations with the debtor's accountant led him
to believe the transfer of funds should properly have been listed
as a capital contribution rather than a debt.  He also represented
that the LLC has no assets from which this debt could be
collected.  The Court gave the parties time to conduct discovery
from the accountant to clear up the matter, but the LLC has put
forth no evidence in support of its position.

As a result, the Court held that the defendant has not
demonstrated the existence of a genuine issue of material fact,
there is no triable controversy, and the trustee is entitled to
summary judgment.

A copy of the Court's June 1, 2011 Order is available at
http://is.gd/kRFeXQfrom Leagle.com.

                         About AFY Inc.

Ainsworth, Nebraska-based AFY, Inc., doing business as Ainsworth
Feed Yards Company, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Neb. Case No. 10-40875) on March 25, 2010.
Jerrold L. Strasheim, Esq., in Omaha, served as the Debtor's
counsel.  AFY estimated its assets and debts at $10 million to
$50 million as of the bankruptcy filing.

Affiliates Robert A. Sears and Korley B. Sears filed Chapter 11
petitions (Bankr. D. Neb. Case Nos. 10-40275 and 10-40277) on
Feb. 12, 2010.  Mr. Strasheim also represented the Sears Debtors.

Disputes arose in the three cases as to who actually owned or
controlled the voting rights of the shares of stock in AFY.  The
disputes were between Robert and Korley Sears on the one hand and
members of the Sears family on the other hand.  Partly due to this
dispute over the ownership and control of AFY, on April 29, 2010,
the Bankruptcy Court granted a motion to appoint a Chapter 11
trustee.  Joseph H. Badami was subsequently appointed as the
Chapter 11 trustee.  Mr. Strasheim withdrew as attorney for AFY in
June 2010.

The case was converted to one under Chapter 7 on the trustee's
motion.


AIRPARK VILLAGE: To Reorganize Through New Debt or Asset Sale
-------------------------------------------------------------
Airpark Village, LLC, filed with the U.S. Bankruptcy Court for the
District of Colorado a plan of reorganization, dated May 17, 2011,
which provides for the restructuring of the Company's debts and
obligations through new financing, or provide for an orderly sale
by auction of the "Project," and/or various tracts of property
that comprise the Project no later than Nov. 1, 2011.

The Debtor owns approximately 152 acres of real property in Fort
Collins, Colorado commonly known by street and number as 2200
Airway Avenue, Fort Collins, Colorado 80524, termed as the
"Project."  The Project consists of several airplane hangers, a
former airline terminal, several outbuildings as well as runways
and taxiways.  The Project is the former downtown airport in Fort
Collins, Colorado.  Airport operations ceased many years prior to
the bankruptcy filing.  Most, if not all, of the buildings on the
Project are presently leased, including the airplane hangers and
terminal building.

These classes of claims under the Plan are unimpaired and are not
entitled to vote:

   -- Class 1 Priority Claims
   -- Class 2 Larimer County Treasurer Secured Claims
   -- Class 3 City of Fort Collins, Colorado Secured Claims

These classes of claims under the Plan are impaired and are
entitled to vote:

   -- Class 4 Mile High Banks Secured Claim
   -- Class 5 Joseph Coors, Jr. (2nd Lien Position) Secured Claim
   -- Class 6 Mark McCullick Secured Claim
   -- Class 7 Joseph Coors, Jr. (4th Lien Position) Secured Claim
   -- Airpark Second Deed of Trust, LLC (5th Lien Position)
      Secured Claim

Class 9 Unsecured Claims will receive a pro-rata distribution of
the Net Proceeds which remain from sale or refinance of the
Project after Classes 2 through 6 claims are paid in full.  Class
9 will not be paid until after all senior creditor classes have
been paid.  Class 9 claimants will not receive more than payment
of their Allowed Claims in full and will be paid not less than a
pro-rata distribution of the sum of $100,000.

Class 10 includes the Interests in Airpark Village, LLC held by
the pre-confirmation members.  Class 10 is impaired under the
Plan.  On the Effective Date of the Plan all membership interests
in Airpark held by Class 10 will be retained by existing members,
subject to the provisions of the Plan.

The sale or refinancing of the Project is subject to the following
additional requirements and conditions:

   a. The Debtor will sell or refinance the Project (or any other
      parcels as Debtor may reconfigure to enhance the sale) to
      enable the payoff of Classes 2 through 8 in their entirety
      on or before November 1, 2011.

   b. The Debtor will retain a Sheldon Good & Company as its
      auctioneer, to sell the Project prior to the Sale Date.  The
      Debtor will work with the secured creditors on the terms of
      retention and agreed compensation of Sheldon Good & Company.
      All auctioneer fees, expenses and commissions of Sheldon
      Good & Company will be paid first out of the proceeds of any
      auction of the Project pursuant to an agreement between the
      Debtor and Sheldon Good & Company, in consultation with the
      secured creditors.

   c. All collateral securing the debt owed to the Bank,
      Mr. Coors, Mr. McCullick, and Airpark Second Deed of Trust,
      LLC, is to be auctioned subject to the creditors' credit
      bids as allowed under the Plan.  The Debtor is allowed to
      have bidders submit separate bids on separate portions or
      parcels of the Project, but no bids will be accepted on any
      of the Debtor's property unless the aggregate net from the
      separate bids is sufficient to pay the Class 2 through 8
      claims in full.  The collateral for those creditors includes
      all real property and other rights in which those creditors
      hold a valid a security interest in their respective order
      of priority, subject to the terms of the Plan.

   d. The Bank is allowed to credit bid at the auction sale all
      that is owed to it as provided by the Plan in its order of
      priority.  Mr. Coors is allowed to credit bid at the auction
      sale all that is owed to him under Classes 5 and 7, as
      provided by the Plan in his order of priority, respectively.
      Mr. McCullick is allowed to credit bid and Class 6 claim, as
      provided by the Plan in his order of priority. Airpark
      Second Deed of Trust, LLC, is allowed to credit bid and
      Class 8 claim, as provided by the Plan in its order of
      priority.

   e. The highest bidder at the auction will acquire the Project
      free and clear of liens, claims, interests and encumbrances.
      If a secured creditor's credit bid is the highest bid, the
      successful bidding secured creditor will acquire all of the
      Project sold free and clear of any liens, claims, interests
      and encumbrances without having to conduct a foreclosure
      sale.

A full-text copy of the May 17 Plan is available for free at:

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

Aurora, Colorado-based Airpark Village, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-12790) on
Feb. 16, 2011.  Kenneth J. Buechler, Esq., at Buechler Law Office
LLC, serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $15,112,195 in assets and $8,564,158 in liabilities as
of the Chapter 11 filing.


ALL SERVICE: Files for Chapter 7 Bankruptcy Protection
------------------------------------------------------
Daily News Los Angeles reports that All Service Prime Enterprises
Inc., at 2044 Ridgeview Drive, in Glendale, California, filed for
Chapter 7 in Los Angeles County (Bankr. C.D. Calif. Case No. 11-
30746).  The Company disclosed $1,900 in assets and $149,409 in
debts.


ALLY FINANCIAL: Promotes Several Executives From Within Firm
------------------------------------------------------------
Ally Financial Inc. announced management appointments designed to
"fully leverage the senior leadership capability" within the
Company as it continues its transformation.  The appointments are
effective immediately.

Jeffrey Brown, 38, formerly Ally's corporate treasurer, has been
named to the newly created position of senior executive vice
president of Finance and Corporate Planning.  In this role,
Mr. Brown reports to Ally Chief Executive Officer Michael A.
Carpenter and has oversight of the finance, treasury and corporate
strategy activities for the company.

James Mackey, 43, has been named as chief financial officer from
his former role as interim CFO and reports to Brown.  Mackey has
responsibility for Ally's financial planning and analysis,
accounting, investor relations and business planning.

Christopher Halmy, 42, formerly Ally's structured funding
executive, has been named corporate treasurer.  In this role, he
will report to Brown and have responsibility for global treasury
activities, including funding and balance sheet management.

Corey Pinkston, 44, will continue to lead Ally's strategic
financing activities, reporting to Carpenter, including the
process surrounding the proposed initial public offering and the
company's plans to repay the U.S. taxpayer's investment.

"One of Ally's key strengths over the past several years has been
the dedication and capability of its management team, and I'm
pleased to announce these new appointments," said Carpenter.
"Each of these leaders has made significant contributions toward
Ally's success, and more closely connecting these disciplines will
enable the longer-term strategic planning that will be critical as
we continue to grow the company."

In addition to the above appointments, Ally also announced that
William Muir, president and head of the company's Global
Automotive Services operation, has postponed his previously
announced retirement and will remain with the company
indefinitely.

"Bill has been a key part of Ally's success in the auto finance
business, and I'm delighted he has decided to remain with the
company during this important time," Carpenter said.

                       Executive Biographies

Jeffrey Brown - Brown joined Ally as corporate treasurer in March
2009 and has responsibility for all global treasury activities,
including funding and balance sheet management.  Prior to joining
Ally, Brown was the corporate treasurer for Bank of America where
he had responsibility for the core treasury functions for funding
the company, capital management and managing interest rate risk.
He was at Bank of America for 10 years, beginning his career in
finance and later joining the balance sheet management division.
He was also a member of the company's Asset/Liability Management
committee.

James Mackey - Mackey was appointed Ally interim CFO in April 2010
and joined the company in 2009 as group vice president and senior
finance executive responsible for financial planning and analysis,
investor relations, and corporate treasury finance.  Prior to
joining Ally, he served as CFO for the corporate investments,
corporate treasury, and private equity divisions at Bank of
America.  Earlier in his tenure there, he served as managing
director within the Global Structured Products group.  Mackey also
served in the financial institutions practice group at
PricewaterhouseCoopers LLP, specializing in capital markets
accounting and consulting.

Chris Halmy - Halmy joined Ally in 2009 as the structured funding
executive and was responsible for the strategy, planning and
execution of securitizations and structured funding globally as
well as managing bank relationships.  Prior to joining Ally, Halmy
was the Global Funding executive at Bank of America where he was
responsible for all funding and liquidity activities.  During his
tenure at Bank of America, he also led the mortgage and auto
securitization group. Prior to joining Bank of America in 1997, he
held treasury, finance and accounting positions at MBNA America,
Merrill Lynch & Co., JP Morgan & Co. and Deloitte & Touche, where
he became a certified public accountant.

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

                          *     *     *

In January 2011, Standard & Poor's Ratings Services raised its
rating on the preferred stock of Ally Financial Inc. (Ally;
B/Stable/C) to 'CC' from 'C'.  The ratings firm noted that Ally
improved its liquidity position and alleviated some funding
pressure at its holding Company in recent months, making it easier
to meet obligations on its preferred stock.  Nevertheless, the
Company faces significant debt maturities at its holding Company
in 2011 and 2012, which is reflected in the 'CC' rating.

As reported by the TCR on May 6, 2011, Standard & Poor's Ratings
Services raised its long-term counterparty credit ratings on both
Ally Financial Inc. (formerly GMAC Inc.) and subsidiary
Residential Capital LLC (ResCap) to 'B+' from 'B'.  The outlook on
both ratings is stable.  "Ally, an automobile- and mortgage-
finance and servicing company, and ResCap, its mortgage
subsidiary, improved their capital, credit quality, earnings, and
liquidity in recent months," said Standard & Poor's credit analyst
Brendan Browne.  They also settled a material portion of their
mortgage repurchase risk and have been profitable.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


ALLY FINANCIAL: Has Applied for NYSE Listing Under "ALLY" Symbol
----------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission Amendment No. 2 to Form S-1 registration statement
relating to The United States Department of the Treasury's
offering to sell [    ] shares of common stock of Ally Financial
Inc.  Ally Financial Inc. will not receive any of the proceeds
from the sale of shares of common stock by the selling
stockholder.

This is the Company's initial public offering and no public market
exists for the Company's shares.  The Company anticipates that the
initial public offering price will be between $[    ] and $ [    ]
per share.

The Company has applied to list the common stock on the New York
Stock Exchange under the symbol "ALLY".

The selling stockholder has granted the underwriters the right to
purchase up to [     ] additional shares of common stock to cover
over-allotments, if any, at the public offering price, less the
underwriters' discount, within 30 days from the date of this
prospectus.

Concurrently with this offering, Treasury is also making a public
offering of [    ] tangible equity units issued by the Company.
Treasury has granted the underwriters of that offering the right
to purchase up to [    ] additional Units to cover over-
allotments, if any, at the public offering price of the Units,
less the underwriters' discount for the Units, within 30 days from
the date of the prospectus for the concurrent Units offering.  The
closing of the offering of Units is conditioned upon the closing
of the offering of the Company's common stock, and the closing of
the offering of the Company's common stock is conditioned upon the
closing of the offering of Units.

A full-text copy of the amended prospectus is available for free
at http://is.gd/qYqegV

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

                          *     *     *

In January 2011, Standard & Poor's Ratings Services raised its
rating on the preferred stock of Ally Financial Inc. (Ally;
B/Stable/C) to 'CC' from 'C'.  The ratings firm noted that Ally
improved its liquidity position and alleviated some funding
pressure at its holding Company in recent months, making it easier
to meet obligations on its preferred stock.  Nevertheless, the
Company faces significant debt maturities at its holding Company
in 2011 and 2012, which is reflected in the 'CC' rating.

As reported by the TCR on May 6, 2011, Standard & Poor's Ratings
Services raised its long-term counterparty credit ratings on both
Ally Financial Inc. (formerly GMAC Inc.) and subsidiary
Residential Capital LLC (ResCap) to 'B+' from 'B'.  The outlook on
both ratings is stable.  "Ally, an automobile- and mortgage-
finance and servicing company, and ResCap, its mortgage
subsidiary, improved their capital, credit quality, earnings, and
liquidity in recent months," said Standard & Poor's credit analyst
Brendan Browne.  They also settled a material portion of their
mortgage repurchase risk and have been profitable.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


ALTER COMMS: Confirmation Order Reversed to Allow Competing Plans
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the decision by the U.S. Supreme Court in a 1999 case
called 203 North LaSalle means that an expert's opinion about
value "simply cannot suffice as it does not expose the stock in
the reorganized debtors to the actual market," a U.S. District
Court in Maryland ruled on June 3.

Mr. Rochelle relates that 203 North LaSalle involved a cramdown,
where existing shareholders retained the stock even though the
class of unsecured creditors voted against the plan.  The
Bankruptcy Code provisions allowing cramdown require that the plan
be "fair and equitable" if there is a dissenting class.
Interpreting the fair and equitable requirement in the LaSalle
case, the Supreme Court ruled that existing shareholders cannot
retain ownership through a cramdown without subjecting the
business to a "market valuation."  The high court didn't specify
what would suffice as market valuation.

According to Mr. Rochelle, in H.G. Roebuck & Sons Inc. v. Alter
Communications Inc., U.S. District Judge Richard D. Bennett in
Baltimore set aside confirmation of a reorganization plan using
cramdown, ruling that LaSalle requires either competitive bidding
or ending the bankrupt company's exclusive right to propose a
Chapter 11 plan.  Because the objecting creditor said it would pay
more for the new stock, Judge Bennett reversed the plan's approval
and sent the case back to the bankruptcy court with instructions
to allow the filing of competing plans.

                    About Alter Communications

Based in Baltimore, Maryland, Alter Communications publishes the
Baltimore Jewish Times.  Other publications include the magazine
Style, with 90,000 circulation, and Chesapeake Life, with a
circulation of 57,000.

Alter Communications filed for Chapter 11 (Bankr. D. Md. Case No.
10-18241) on April 14, 2010.  Alan M. Grochal, Esq., and Maria
Ellena Chavez-Ruark, Esq., at Tydings and Rosenberg, in Baltimore,
serve as the Debtor's bankruptcy counsel.  The Debtor estimated
assets and debts between $1 million and $10 million in its Chapter
11 petition.

A judgment in favor of the printer precipitated the Chapter 11
filing.  The Debt or successfully appealed after the bankruptcy
court approved the reorganization plan in a confirmation order in
December.  Insiders retained ownership of 85 percent of the new
stock by paying $35,000.


AMERICAN PACIFIC: Amends Plan to Outline Treatment of Creditors
---------------------------------------------------------------
American Pacific Financial Corporation amended its plan of
liquidation on April 27, 2011, to provide for the classification
and treatment of claims.

                     Class 1 Secured Creditors

Class 1 Secured Creditors, consisting of all Allowed Secured
Claims secured by the Debtor's vacant land in San Bernardino
County, California, are impaired under the Plan and are entitled
to vote.

Class 1A through 1H will retain their liens on the Property
securing payment of their Allowed Secured Claims.  Those
claimholders will have the election to either: (1) receive their
collateral on the Effective Date, or (2) provided all holders of
the liens on any particular parcel agree, to have their collateral
assigned to, managed and marketed by the Liquidating Trust for a
period of up to five years.  At the conclusion of the five-year
period, all collateral securing Class 1 claims will either be sold
or abandoned.  If Class 1A-1H creditors elect to have their
collateral assigned to the Trust, and if the Liquidating Trustee
agrees to accept the Collateral, the Trust will manage and sell
the collateral and pay all holding costs associated with the
collateral.  In that event, Class 1 will receive the Net
Proceeds from sale of their collateral.

Net Proceeds will be distributed to each holder of an Allowed
Secured Claim in accordance with the priority of their liens.  All
collateral will be sold free and clear of liens, claims and
encumbrances except for San Bernardino's tax lien classified as
Claim 1I.

Each holder of an Allowed Class 1 Claim will have the right
to credit bid at the sale of any of the Class 1 collateral;
however, the credit bid must include a cash component in an amount
sufficient to satisfy: (1) the costs of the Liquidating Trust for
marketing and selling the collateral; (2) and an amount sufficient
to satisfy the allocated administrative overhead of the trust,
trustee's fees and related professional fees and (3) satisfaction
of the Class 1I claim relating to the parcel being sold.

                     Class 1I Creditor

Class 1I (San Bernardino County) will retain its liens securing
payment of its Allowed Secured Claim.  On or before the Effective
Date, at the election of the Liquidating Trustee, provided, and to
the extent the holders of claims in Class 1A through 1H agree, the
property securing the Class 1I Claim will either be abandoned or
transferred to the Liquidating Trust subject to the Class 1I
claim.  If the Liquidating Trust acquires the property, the
Liquidating Trustee will pay the Class 1I Claim over 5 years and
the Class 1I payment will constitute a deduction from the Net Sale
Proceeds.  Payments will start on the Effective Date.  The claim
will be paid in full with all applicable costs, fees, charges,
(including late charges) and interest in accordance with Sections
506(b) and 511 of the Bankruptcy Code and in the manner described
in Section 1129(c).  The secured claimant will retain its liens
until the secured claim is paid in full.  The current taxes for
the year 2011-12 will also be paid timely in the normal and
ordinary course of business in full with all applicable costs,
fees, charges, (including late charges) and interest.

The Class 1I Claim will be paid upon the sale or transfer of the
real property, to the extent sale proceeds are sufficient to pay
the claim.  Payment will be made at the close of escrow and
directly from the sale proceeds in full.  In the event the Trust
abandons any parcel of real property securing the Class 1I Claim,
the Secured Tax Claim will continue to remain as a lien on that
parcel and the Debtor, the Estate and the Trust will be not liable
for the Secured Tax Claim.  The Trust will have no liability for
any deficiency owing to Class 1I after its collateral is sold or
abandoned.

All property securing the Class 1I claim will be sold or abandoned
within five years from the Effective Date.

                    Class 2 Priority Creditors

Class 2 Priority Creditors are impaired.  Class 2 Priority Wage
and Tax Claims will receive trust certificates for payment of
their claims without interest.  The Priority Wage claims will be
paid from liquidation of Trust Assets before
payment to Class 3 and Class 4 Claims.

               Classes 3 and 4 Unsecured Creditors

Classes 3 and 4 Unsecured Creditors are impaired.  General
unsecured creditors are divided into two classes.  Class 4 is an
"administrative convenience" class, consisting of small claims
($5,000 or less).  Class 4 will receive a cash payment of 50% of
their claims out of the first Trust distribution after
Administrative Claims and Class 1 and 2 Claims are paid in full.

The remaining creditors (Class 3) will receive beneficial
interests in a Creditor's Trust which will entitle them to the Net
Sale Proceeds of the Trust Assets. The Trustee, and will be
responsible for funding the costs and expenses of the Trust,
including Trustee compensation and expense reimbursement, from
Trust Assets.

A full-text copy of the 2nd Amended Plan, dated April 27, 2011, is
available for free at http://ResearchArchives.com/t/s?7621

                  About American Pacific Financial

Las Vegas, Nevada-based American Pacific Financial Corporation has
been involved in private equity and sub-debt investment in various
types of companies since 1978.  APFC's assets include loans and
investments in distressed real estate development projects and in
other types of distressed operating companies throughout various
industries.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-27855) on Sept. 21, 2010.
Kaaran Thomas, Esq., and Ryan J. Works, Esq., at McDonald Carano
Wilson, LLP, in Las Vegas, Nevada, represent the Debtor.  The
Company disclosed $16,597,647 in assets and $160,977,435 in
liabilities as of the Chapter 11 filing.

As reported in the TCR on April 27, 2011, August B. Landis, the
Acting U.S. Trustee for Region 17, asked the U.S. Bankruptcy Court
for the District of Nevada to appoint a Chapter 11 trustee in the
bankruptcy case of American Pacific Financial Corporation.

The hearing on the Motion was set for April 18, 2011, but the
Court rescheduled it to May 4, 2011 at 9:30 a.m.


AMT LLC: Sec. 341 Creditors' Meeting Set for June 30
----------------------------------------------------
The United States Trustee for the Northern District of Florida
will convene a meeting of creditors pursuant to Sec. 341(a) of the
Bankruptcy Code in the chapter 11 case of AMT LLC on June 30,
2011, at 11:30 a.m. at Pensacola (Rm. 66, Winston E. Arnow Fed.
Bldg., 100 N. Palafox St.).

Proofs of claim are due Sept. 30, 2011.  Government proofs of
claim are due Dec. 27, 2011.

The Debtor has obtained an order from the Court authorizing it to
continue operations while in bankruptcy.

AMT, LLC, in Destin, Florida, filed for Chapter 11 bankruptcy
(Bankr. N.D. Fla. Case No. 11-30933) on May 27, 2011.  Judge
William S. Shulman presides over the case.  J. Steven Ford, Esq.,
at Wilson, Harrell, Farrington, serves as the Debtor's counsel.
In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by Michael Smallwood, its manager.


AMT LLC: Asks Court to Approve Wilson Harrell Employment
--------------------------------------------------------
AMT LLC asks the Bankruptcy Court to approve its hiring of J.
Steven Ford, Esq., at Wilson, Harrell, Farrington, Ford, Wilson,
Spain & Parsons P.A., to serve as its counsel under a general
retainer.

Mr. Ford attests that his firm has no interest adverse to the
Debtor or its estate in any matters upon which they are to be
engaged.

AMT, LLC, in Destin, Florida, filed for Chapter 11 bankruptcy
(Bankr. N.D. Fla. Case No. 11-30933) on May 27, 2011.  Judge
William S. Shulman presides over the case.  In its petition, the
Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in debts.  The petition was signed by
Michael Smallwood, its manager.


ANGEL ACQUISITION: Continues Development of Angels in Action
------------------------------------------------------------
Angel Acquisition Corp announced that Gate Global Impact, LLC,
has increased their involvement and participation in Angels In
Action (www.angelsinaction.tv).  The Company is working on
strategic improvements of the AIA platform and a roll-out plan.

The Company will update its shareholders on a regular basis as its
partnership with Gate Impact enhances and accelerates its
capabilities to penetrate and deliver good via its micro-lending
efforts specifically targeting US Based entrepreneurs.

Angels in Action brings together entrepreneurs and investors in
the underserved markets in the United States.  AIA provides an
opportunity to help America fill the financial void that has not
been adequately addressed by the U.S. banking system.

                   About GATE Global Impact, LLC

Gate Global Impact, LLC, is the impact investing-focused
subsidiary of GATE Technologies, LLC.  Launched in 2011, GATE
Impact provides market infrastructure and related services for the
emerging impact investment and banking industries - public and
private investments with a sustainable social or environmental
component that also generate a healthy rate of financial return.
(www.gateimpact.com)

                      About Angel Acquisition

Carson City, Nev.-based Angel Acquisition Corp. was incorporated
under the laws of the state of Nevada on March 10, 1999, under the
name Palomar Enterprises, Inc.  On February 5, 2008, the Company
changed its name to Angel Acquisition Corp. to properly reflect
the change in business direction.  The Company assists private
companies in the process of going public as well as being a
licensed mortgage broker and developer.

As reported by the TCR on April 13, 2011, Gruber & Company, LLC,
Lake Saint Louis, Missouri, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditor noted that the
Company has been unable to generate sufficient operating revenues
and has incurred operating losses.

The Company's balance sheet at March 31, 2011, showed $617,760 in
total assets, $1.31 million in total liabilities and a $694,727
total stockholders' deficit.


APOLLO MEDICAL: Raouf Khalil Resigns as Director
------------------------------------------------
Raouf Khalil resigned as a director of Apollo Medical Holdings,
Inc., effective June 1, 2011.

                        About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

As reported in the Troubled Company Reporter on June 2, 2010,
Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Jan. 31, 2010.  The independent auditors noted that the Company
has an accumulated deficit of $1.24 million as of Jan. 31, 2010,
working capital of $1.07 million and cash flows used in operating
activities of $338,141.

The Company reported a net loss of $156,331 on $3.89 million of
revenue for the year ended Jan. 31, 2011, compared with a net loss
of $196,280 on $2.44 million of revenue during the prior year.

The Company's balance sheet at Jan. 31, 2011, showed $1.25 million
in total assets, $1.34 million in total liabilities, and a $83,194
total stockholders' deficit.


ARCH COAL: Moody's Confirms 'Ba3' CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service confirmed the Ba3 corporate family
rating (CFR) of Arch Coal, Inc. (Arch Coal), assigned a B1 rating
to the company's proposed $2 billion senior note offering, and
confirmed the B1 ratings for the company's existing senior notes,
including those issued by Arch Western Finance, LLC. This
concludes Moody's review for possible downgrade that began on May
2, 2011, when Arch Coal announced its $3.8 billion acquisition of
International Coal Group, Inc. (ICG). If, as expected, Arch Coal
retires all of ICG's debt in connection with the merger, Moody's
will withdraw ICG's ratings, including its B2 CFR. Arch Coal has a
stable rating outlook.

Arch Coal plans to finance the ICG merger with $2 billion of new
senior notes, approximately $550 million of borrowings under its
amended and restated credit facility, and $1.3 billion of new
common equity. ICG's debt is planned to be retired in connection
with the merger. The company priced the new equity on June 2,
issuing 48 million shares excluding any over-allotments. On May
31, the waiting period under the Hart-Scott-Rodino Act expired,
which leaves the tender offer for the ICG stock as the primary
hurdle to complete before the ICG transaction can close. Arch Coal
expects the merger to conclude at mid-June.

RATINGS RATIONALE

Moody's rating confirmation considers Arch Coal's improving
financial performance, which has seen margin expansion stemming
from rising coal prices, as well as the prospects for further
strengthening of credit metrics and cash flow due to strong
metallurgical (met) coal prices and international coal demand. As
a result, Moody's believes leverage, as measured by adjusted debt
to EBITDA, will improve from its pro forma level of 4.4x as of
March 31, 2011. The merger with ICG improves Arch Coal's east-west
balance of revenues and EBITDA and increases exposure to higher-
priced eastern U.S. coals and met coal, especially as the Tygart
Valley #1 mining complex is developed between now and 2014. The
rating confirmation also considers the potential to realize the
$70 million of marketing, operating and administrative synergies
that should accrue from the business combination.

Arch Coal's Ba3 CFR also reflects its geographic and operating
diversity, low level of legacy liabilities, extensive high quality
and low-cost reserves, relatively stable operating profile, and
access to multiple transportation options. Factors that constrain
the rating include high leverage, high capital expenditures,
possible weakness for thermal coal prices in the wake of flat
coal-fired electricity generation and low natural gas prices, the
uncertain longevity of record high met coal prices, inflationary
cost pressures, and the inherent geological and operating risk
associated with mining. Furthermore, coal mine productivity and
costs have been adversely impacted by more strict mine safety
inspections and greater difficulty in permitting mines and refuse
disposal sites due to heightened environmental concerns.

Arch Coal's stable outlook reflects its strong liquidity pro forma
for the new financing arrangements, the stability of demand for
thermal coal, and favorable met coal demand and prices. Credit
metrics that would indicate a readiness for an upgrade include
sustainable leverage below 3.3x EBITDA (all ratios include Moody's
adjustments), free cash flow to debt above 7.5%, and EBIT to
interest above 2.8x, as well as the successful integration of ICG.
Factors that could lead to a downgrade include a deterioration of
coal prices, persistent cost increases, and permitting,
regulatory, or litigation matters that impact output and costs. An
increase in leverage above 4.5x EBITDA, persistently negative free
cash flow, or an erosion of liquidity would be signs pointing to a
possible downgrade.

The principal methodology used in rating Arch Coal was the Global
Mining Industry Methodology, published in May 2009. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Arch Coal, Inc., headquartered in St. Louis, Missouri, is one of
the largest coal companies in the U.S. and had revenues of
approximately $3.2 billion in 2010.

International Coal Group, Inc., headquartered in Scott Depot, West
Virginia, operates 13 coal mining complexes in Central Appalachia,
Northern Appalachia, and the Illinois Basin. ICG had revenues of
approximately $1.2 billion in 2010.


ATHENS INVESTORS: Owes About $53,000 in Taxes to Athens Country
---------------------------------------------------------------
Jim Phillips at the Athens News reports that in a court filing
connected to a foreclosure action on the Baymont Inn & Suites in
Athens, Ohio, the Athens County treasurer has indicated that the
company that operates the hotel owes the county more than $53,620
in delinquent property taxes.

According to the report, the amount puts the 100-room Baymont's
owners, a company called Athens Investors, LLC, among the parties
with the top 10 highest overdue-tax bills in the county.

On May 2, a lender called CB 2010, LLC, based in New York, filed a
foreclosure action in Athens County Common Pleas Court, naming as
defendants Athens Investors, and also serving notice of the suit
on People's Bank in Marietta and the Athens County treasurer, says
Mr. Phillips.

Athens News relates that the complaint alleged that in 2006,
Athens Investors entered into a loan agreement with Republic Bank
to borrow $3.6 million.  To secure payment of the loan, the hotel
also signed an agreement to assign rents to the lender, and signed
over the mortgage on the building.  Since the loan agreement was
signed, Citizens Bank, which merged with Republic Bank, has
assigned its interest in the agreement to CB 2010.

The foreclosure complaint claims that Athens Investors is in
default on the note and mortgage.  As of April 25, it claims, the
unpaid balance was almost $3.14 million, plus accrued and unpaid
interest of more than $256,000, and late fees of more than
$21,000.

CB 2010 has asked Judge L. Alan Goldsberry to grant it judgment of
more than $3.4 million against Athens Investors, plus continuing
interest on the principal of the loan.  It wants the mortgage
foreclosed, and for the judge to order Athens Investors to sell
off its interests in the hotel and apply the money to its debt,
says Mr. Phillips.

Based in Dublin, Ohio, Athens Investors LLC dba Baymont Inn &
Suites- Athens filed for Chapter 11 bankruptcy protection on June
25, 2010 (Bankr. S.D. Ohio Case No. 10-57646).  Judge C. Kathryn
Preston presides over the case.  Robert J. Morje, Esq., represents
the Debtor.  The Company estimated both assets and debts of
between $1 million and $10 million.


BARNES BAY: Anguilla Re Wants Changes in Releases under Plan
------------------------------------------------------------
Anguilla RE, LLC, asks the U.S. Bankruptcy Court for the District
of Delaware to deny approval of the disclosure statement
explaining the plan of reorganization filed by Barnes Bay
Development, Ltd., and its debtor affiliates unless it is
modified.

Anguilla RE, which says it is an assignee of David Small's
interests, complains that the disclosure statement fails to detail
the "good and valuable consideration" offered by released parties
to justify their releases.

Kathleen A. Murphy, Esq., at Reed Smith, LLP, in Wilmington,
Delaware, on behalf of Anguilla RE, points out that the Plan seeks
a release of the guaranty provided by Lubert Adler, a non-debtor
affiliate of Barnes Bay, of the Debtors' obligations under a
purchase and sale agreement entered with David B. Small for the
purchase of a unit at the Villas of Anguilla resort.

Mr. Small, through a series of assignments, assigned his interest
in the PSA to Anguilla RE.

                        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 Debtor disclosed $3,331,282 in
assets and $481,840,435 in liabilities as of the Chapter 11
filing.

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

The U.S. Trustee appointed five members to the official committee
of unsecured creditors in the Debtors' cases.  Brown Rudnick LLP
serves as the Committee's co-counsel, and Womble Carlyle Sandridge
& Rice, PLLC, as its Delaware co-counsel.  C.R. Hodge & Associates
is the Committee's foreign counsel.  FTI Consulting, Inc.,
serves as the Committee's financial advisors.


BERKELEY DELAWARE: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Berkeley Delaware Court, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of California its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $20,000,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,100,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $612,428
                                 -----------      -----------
        TOTAL                    $20,000,000      $13,712,428

San Diego, California-based, Berkeley Delaware Court, LLC, filed
for Chapter 11 protection (Bankr. S.D. Calif. Case No. 11-07128)
of April 29, 2011.  Dennis Winters, Esq., at Winters Law Firm,
represents the Debtor in its restructuring effort.


BERNARD L. MADOFF: Ex-Employee Pleas Guilty to Falsifying Records
-----------------------------------------------------------------
Chad Bray, writing for Dow Jones Newswires, reports that Eric S.
Lipkin, 37, a former employee of Bernard Madoff, admitted to
creating false records that were submitted to the Securities and
Exchange Commission and lying to a bank to receive a construction
loan.  Mr. Lipkin said he made fake records that falsely reflected
trading positions in some Madoff customers' accounts.  He also
said that he falsely reported certain people as being Madoff
employees when they weren't, so that they could receive 401(k) and
other retirement benefits.

Dow Jones notes that in his plea, Mr. Lipkin made no statement as
to whether he knew about the underlying Ponzi scheme.  His lawyer
declined to comment after the hearing.

Mr. Lipkin worked in the investment-advisory arm of Bernard L.
Madoff Investment Securities LLC.  He is is the third person,
beyond Mr. Madoff himself, to admit guilt in connection with the
decades-long fraud since it came to light 2-1/2 years ago.

Dow Jones also reports that Mr. Lipkin, without or denying
wrongdoing, separately agreed to a partial judgment settling a
civil fraud lawsuit filed by the SEC on Monday.  In its complaint,
the SEC alleging he helped Mr. Madoff mislead investors and
regulators about Mr. Madoff's fraud for more than a decade.

                   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.


BERNARD L. MADOFF: JPMorgan Chase Seeks to Dismiss 13 of 21 Claims
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that JPMorgan Chase & Co. filed papers in U.S. District
Court on June 3 seeking dismissal of 13 of 21 claims brought
against the New York-based bank by the trustee for Bernard L.
Madoff Investment Securities Inc.

The trustee's suit, originally filed in bankruptcy court, seeks
$6.4 billion.  The trustee is suing JPMorgan for its role as Mr.
Madoff's principal bank and broker.   The suit alleges among other
things that JPMorgan aided and abetted the fraud and ignored its
anti-money-laundering obligations.

JPMorgan, according to the report, contends the trustee has no
right to sue for the recovery of damages sustained by Madoff
customers.

Mr. Rochelle discloses the trustee is already on record arguing
that the rule applying to ordinary bankruptcy trustees don't apply
in broker liquidations under the Securities Investor Protection
Act.  The Madoff trustee says that SIPA gives him the right to sue
for damages to customers because provisions in the act allow the
trustee to take over customers' claims when they are paid with
money from the Securities Investor Protection Corp.

Mr. Rochelle says that JPMorgan argues that other claims in the
lawsuit must be dismissed under a federal law called the
Securities Litigation Uniform Standards Act.  The trustee is
already on record citing rulings by other courts saying SLUSA
doesn't apply to bankruptcy trustees.  On the merits of the
claims, JPMorgan contends the complaint is legally insufficient
because it never alleges the bank actually knew Madoff was a
fraud.  It only says the bank "could" or "should" have known it
was a fraud, JPMorgan argued.

JPMorgan, Mr. Rochelle notes, isn't attempting to have the
district court dismiss claims alleging the receipt of preferential
payments or fraudulent transfers.

JPMorgan's motion to dismiss will be decided by U.S. District
Judge Colleen McMahon in New York.

                      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.


BIOPACK ENVIRONMENTAL: Awaits Judgment on Landlord's Claim
----------------------------------------------------------
The People's Court of Guandong Jiangmen Pengjiang District held a
hearing relating to Biopack Environmental Solution Inc.'s
landlord's claim for unpaid rent for the Company's factory plus
penalty interest and other claims.  The landlord has made a claim
for payment of overdue rent in the amount of RMB 1,236,000,
penalty interest in the amount of RMB 1,067,930 and a claim for
potential loss of income in the amount of RMB 618,000, for a total
amount claimed of RMB 2,921,930 (approximately $451,379).

At the hearing, the Company was informed that the court intends to
issue a judgment on June 14, 2011.  If a settlement with the
landlord with respect to this matter is not reached by then, the
Company expects that its factory assets will be seized and the
process of selling them by auction to satisfy the claim will begin
on June 14, 2011.  The Company anticipates the enforcement date
will be effective 7 to 10 days from June 14, 2011.  The Company
understands that the court will randomly select a valuation
company and an auction company to assist it in this process and
that this auction proceeding will last two to three months.  Once
the assets are sold, the court will decide on the distribution of
the proceeds from the auction proceeding.

                    About Biopack Environmental

Kowloon, Hong Kong-based Biopack Environmental Solutions Inc.
develops, manufactures, distributes and markets bio-degradable
food containers and disposable industrial packaging for consumer
products.  The Company supplies its biodegradable food containers
and industrial packaging products to multinational corporations,
supermarket chains and restaurants located across North America,
Europe and Asia.

The Company has a factory in Jiangmen City in the People's
Republic of China.

The Company reported a net loss $472,596 on $3,594 of revenue for
the three months ended March 31, 2011, compared with net profit of
$28,966 on $68,639 of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $959,834 in
total assets, $3.45 million in total liabilities and a
$2.49 million total stockholders' deficit.

                           Going Concern

As reported by the TCR on April 26, 2011, Wong Lam Leung & Kwok
C.P.A. Limited, in Hong Kong, expressed substantial doubt about
Biopack Environmental's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss of $2.4 million for the year ended Dec. 31, 2010, and had an
accumulated deficit of $7.3 million and a working capital deficit
of $2.2 million as of Dec. 31, 2010.

In the Form 10-Q, the Company noted that it had a loss for the
three month period ended March 31, 2011, of $472,596 and, on March
31, 2011, it had an accumulated deficit of $7,749,519 and a
working capital deficit of $2,287,474.  These conditions raise
substantial doubt as to the Company's ability to continue as a
going concern, according to the quarterly report.

The Company said that its future is dependent upon its attaining
profitable operations and raising the capital it will require in
order to achieve profitable operations through the issuance of
equity securities, borrowings or a combination thereof.


BORDERS GROUP: Hopes to File Chapter 11 Plan by End of June
-----------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York extended Borders Group, Inc. and its debtor
affiliates' exclusive deadline to formulate a Chapter 11 plan and
solicit acceptances of that plan, after a lawyer for the
bookseller said the chain hopes to have a plan in place to sell
most or all of the Company's assets by the end of the month,
Joseph Checkler of The Wall Street Journal reports.

Judge Glenn extended the Debtors' exclusive deadlines to:

(i) file a Chapter 11 plan through and including October 14,
     2011, and

(ii) solicit acceptances of that plan through and including
     December 13, 2011.

The extension order is without prejudice to the Debtors' rights
to seek a further extension or extensions of the Exclusive
Periods, or of parties-in-interest to seek reductions of the same
Periods.

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, bankruptcy counsel for Borders, told the
bankruptcy judge at the June 2, 2011, hearing that Company's sale
process is significantly more robust than it was weeks ago, with
multiple parties expressing interest in a majority or nearly all
of Borders' stores, Reuters relays in another report.

According to the Reuters report, Mr. Glenn believes the sale
process could conclude in two to four weeks.

The Journal noted that while Mr. Glenn did not rule out the
possibility that Borders could eventually come up with a plan to
reorganize, a plan to sell stores to a third party is more
imminent.

The Journal was first to report on June 1, 2011, that Borders is
in talks with private equity firm Gores Group LLC for the sale of
more than 225 of the bookseller's 405 remaining outlets.

Mr. Glenn stated that he expects to file a motion to sell the
Company within two to four weeks but "hopefully two," The Journal
relates.

"We've been getting slaughtered in the press," Mr. Glenn stated
at the hearing, citing recent reports with respect to Borders'
request to reject a master licensing agreement with Seattle's
Best Coffee, Reuters relays.  "We want to send a message to
everyone that we're proceeding along the right path and will
continue to proceed along the right path," the lawyer said.

"We have made significant progress to date and remain focused on
moving forward as expeditiously as possible," Borders
spokesperson Stefanie Goodsell added after the June 2 hearing,
The Journal relays.

On Borders being "slaughtered in the press," Mr. Glenn has all
but accused the Official Committee of Unsecured Creditors of
leaking to the media information about the identity of a
potential buyer, The Journal states.  A creditors' committee
counsel denied that charge, The Journal notes.

Counsel to the Creditors' Committee, Bruce Buechler, Esq., at
Lowenstein Sandler PC, in New York, told Judge Glenn that
creditors would like to see a sale but have not been able to get
enough information as to how Borders intends to exit bankruptcy,
Serena Saitto and Tiffany Kary of Bloomberg News report in
another article.  "I don't know if there is a plan of
reorganization, or a plan of liquidation that would be filed
after a sale," the Creditors' Committee lawyer stated.

Before the entry of the Court's ruling, the Creditors' Committee
objected to Borders' request to extend the Exclusive Periods.

The Creditors' Committee complained that the Debtors neither have
a stalking horse bidder nor a draft Chapter 11 plan.  Mr.
Buechler also pointed out that the Debtors have reported losses
at an alarming rate -- the Debtors' monthly operating reports for
the period from the Petition Date to April 30, 2011, a mere 2 1/2
months after filing for bankruptcy, show more than $180 million
in losses.

According to Mr. Buechler, the Creditors' Committee is concerned
that granting the Debtors an additional four months of untethered
exclusivity will:

  (i) create opportunities for the Debtors to pursue strategies
      inconsistent with their current mandate and working
      agreement with the Creditors' Committee to go forward with
      a sale process;

(ii) handcuff the Creditors' Committee; and

(iii) ultimately prove harmful and expensive to the estates if
      the Debtors were to file a plan of reorganization without
      Committee approval.

The Creditors' Committee thus proposed (i) that it and the
Debtors be granted the exclusive right to file a plan within the
extended period, or in the alternative, (ii) the 120-day
extension should not be granted.

In response, Mr. Glenn, counsel to the Debtors, emphasized that
it was at the Creditors' Committee's request that the Debtors
have pursued a dual-track process of a potential sale of all of
their assets and a stand-alone plan of reorganization.

The Creditors' Committee's dislike of the Debtors' proposed
business plan or any of the Debtors' other proposals in these
Chapter 11 cases is not a basis to terminate exclusivity, Mr.
Glenn contended.  Notably, the Creditors' Committee does not have
its own plan proposal; nor does it claim to have done any
preliminary work formulating its own plan, he pointed out.

More importantly, the sale process that the Creditors' Committee
demanded is now at its most sensitive stage, Mr. Glenn told the
bankruptcy judge.  "Terminating exclusivity will send the wrong
message to buyers and create confusion in the process without any
benefit to the Debtors' estates," Mr. Glenn insisted.

               Court Explains Exclusivity Ruling

Judge Glenn entered a 15-page memorandum of opinion, holding that
the Debtors have established cause to extend exclusivity.
Granting the Debtors' Exclusivity Motion, however, does not mean
that developments in the Debtors' Chapter 11 case -- for better
or for worse -- might justify reducing or increasing the
Exclusive Periods in the future, the bankruptcy judge clarified.

Judge Glenn held that the Debtors have provided evidence of the
substantial efforts they have been making to stabilize their
business and develop a viable exit strategy.  "While the
Creditors' Committee raised valid concerns, its objection is
premature at this early stage of this very large case," the
bankruptcy judge opined.  He further noted that if significant
adverse developments occur in these Chapter 11 case during the
Debtors' exclusivity period, the Creditors' Committee may seek to
reduce the exclusive periods for cause.  "At this stage, however,
the Creditors' Committee's and the Debtors' time is better spent
working cooperatively to develop an appropriate exit strategy,"
Judge Glenn said.

Judge Glenn recognized that the Debtors' illiquid assets make it
difficult for the Debtors to market and sell them within the
first 120 days of their Chapter 11 cases.  He, however, found
that the Creditors' Committee has not shown that the Debtors are
"dragging their heels" in pursuing a sale option.  The sale
process is likely to proceed most efficiently if the Debtors
retain exclusivity and can manage the sale process, Judge Glenn
said.

Any Section 363 sale of substantially all of the Debtors'
business as a going concern is likely to be followed by a Chapter
11 liquidation plan, usually not a time-consuming process to
develop, the bankruptcy judge added.

Judge Glenn noted that at this early stage, he cannot conclude
that a stand-alone reorganization plan would not be viable.
Still, he found that the Debtors appear willing to work with the
Committee and share draft plan proposals once they know the
outcome of the sale process and the Debtors have made further
progress in formulating their business plan.  He also
acknowledged that the June 1, 2010 claims bar date is important
so that the Debtors can understand the number, nature and amount
of valid claims against their estates.  The Debtors need a
reasonable amount of time to review and evaluate these claims,
the bankruptcy judge added.

Judge Glenn said it is important for him to consider the Debtors'
DIP Loan.  The Debtors have stated that the termination of
exclusivity will cause them to default under the DIP Loan.  "Such
a result would lead to disastrous consequence for the Debtors and
their creditors," Judge Glenn found.  Terminating exclusivity at
this time would create a situation where the estates could be
saddled with multiple and competing plans, the bankruptcy judge
concluded.

For the reasons cited, Judge Glenn overruled the Creditors'
Committee Objection.

A full-text copy of the Debtors' Memorandum of Opinion dated
June 2, 2011, is available for free at:

  http://bankrupt.com/misc/Borders_June2ExclusivtyOpinion.pdf

                        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: Seattle's Best Reacts to Contract Rejection
----------------------------------------------------------
Seattle's Best Coffee LLC and Bunn-O-Matic Corporation oppose the
Borders Group's request to reject to the SBC Master Licensing
Agreement.

Counsel to Hugh R. McCullough, Esq., at Davis Wright Tremaine
LLP, in Seattle, Washington, counsel to SBC, states that SBC
understands that Borders, Inc. can reject the Licensing
Agreement; however, SBC objects to Borders' stated business
rationale for rejection.

Specifically, SBC disagrees that the financial terms of the
Licensing Agreement are "excessive."  SBC's terms are competitive
with comparable industry licensed/franchised arrangements, Mr.
McCullough asserts.  Contrary to Borders' allegation that it
lacked flexibility in food sourcing, Borders has always had the
right under the Agreement to procure food and other products from
other sources, subject only to SBC's approval as to quality, he
clarifies.  SBC does not believe that Borders will ultimately
save money by rejecting the Licensing Agreement and believes
Borders' decision to reject the agreement is ill-advised, Mr.
McCullough specifies.

Mr. McCullough further contends that Borders is not entitled to
both terminate the Licensing Agreement and continue to use SBC's
trademarks, trade dress, products, copyrights, trade secrets and
other intellectual property, that is SBC's "brand" in the
operation of the cafes.  This is in light of Borders' failure to
articulate a clear alternative plan: the Debtors' Motion says
only that Borders will either open and operate cafes on its own
or use another provider to do so, he maintains.  "SBC does not
want the brand it has worked to developed used to promote a
different and likely inferior product offering," Mr. McCullough
tells Judge Glenn.

Just like the 225 stores closed by Borders, Borders' right to use
SBC's brand under the Licensing Agreement should cease on the
effective date of rejection of the Licensing Agreement, SBC
insists.

Thus, SBC asks Judge Glenn to clarify that any order authorizing
rejection of the Licensing Agreement should:

  (i) require Borders to comply with the provisions of the
      Licensing Agreement governing de-identification;

(ii) require compliance with the Licensing Agreement pending
      rejection, including maintenance of product and service
      standards and payment of royalties; and

(iii) provide that rejection of the Licensing Agreement should
      only be effective upon completion by Borders of the
      required de-identification process.

SBC further seeks that the Court's order should confirm that
SBC's enforcement of its post-rejection rights under the
Licensing Agreement is not subject to the automatic stay, and
that SBC is not required to ship products to Borders after
rejection.

In a related request, SBC seeks the Court's permission to redact
portions of its objection to the Debtors' Motion to Reject the
Agreement and related supporting declaration filed by Robert
Dilworth.  While SBC does not believe that the portions of the
Licensing Agreement cited in the Objection and the Declaration
contain any particularly sensitive information, in an abundance
of caution and in recognition that the Agreement as a whole
should remain confidential, SBC seeks to redact the detailed
references to the Agreement.

Robert Dilworth, vice president for finance and business
development for SBC, filed a declaration in support of SBC's
Objection.  Contents of the declaration were redacted.

Bunn-O-Matic, for its part, complains that Borders cannot simply
reject the SBC Licensing Agreement without accepting its
obligation to pay Bunn for postpetition services provided to the
Debtor under a services agreement.  Bunn-O-Matic and Starbucks
Corporation, parent company of SBC, are parties to a Services
Agreement - Starbucks Directed Services for Licensee-owned V801
and Mastrena (TM).  Bunn alleges that it has provided services to
Borders as a Starbucks licensee after the Petition Date, totaling
$103,681, which remains unpaid.

Accordingly, Bunn asks Judge Glenn to include in any order with
respect to the Debtors' Rejection Motion:

  (i) an acknowledgement by the Debtor of its obligation to pay
      Bunn, as an administrative expense priority, for any
      postpetition services already provided or to be provided
      by Bunn to the Debtor under the Services Agreement; and

(ii) language requiring the Debtor to pay those amounts as they
      come due.

                 Debtors Respond to Objections

To address SBC's concerns, the Debtors have agreed to make the
effective date of the rejection as the date that the de-branding
process is completed, which should occur by July 22, 2011,
counsel to the Debtors, Andrew K. Glenn, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York, tells the Court.  The
Debtors will also continue to make royalty payments in accordance
with the SBC Licensing Agreement on a location-by-location basis
until the de-branding process is completed, he says.  Once de-
branding is completed, the Debtors will file a notice with the
Court advising parties that the SBC Licensing Agreement's
rejection is effective.

Mr. Glenn asserts that the Debtors are more than willing to
embark on a good faith, reasonable de-branding process to avoid
infringement of SBC's intellectual property rights, but this is
qualitatively different than strict compliance with SBC's
contractual rights to compel de-branding.  Moreover, SBC's
purported request for relief from the automatic stay is also
premature and improper because no infringement has occurred, he
contends.

As to Bunn-O-Matic's Objection, it contains nothing more than a
misplaced request to litigate the claims administration process
in the context of a motion to reject an executory contract, Mr.
Glenn argues.  Nothing in the Debtors' Rejection Motion or the
proposed order prohibits Bunn-O-Matic from asserting an
administrative expense claim at a later date, he points out.

Consistent with their reply, the Debtors filed with the Court a
revised proposed order on their request to reject the SBC
Licensing Agreement, a full-text copy of which is available for
free at http://bankrupt.com/misc/Borders_RevPropSBCPactRejOrd.pdf

The Debtors also submitted a revised proposed order on their
request to file under seal the SBC Licensing Agreement.  Under
the proposed order, the Licensing Agreement and its contents will
not be disclosed to any parties in these Chapter 11 cases other
than the Debtors, SBC, the Official Committee of Unsecured
Creditors, and the U.S. Trustee for Region 2, in the redacted
form provided by SBC's counsel to the Debtors' counsel on May 19,
2011.

                         *    *    *

At a hearing held on June 2, 2011, Judge Glenn said he will
approve the Debtors' request to reject the Licensing Agreement,
Serena Saitto and Tiffany Kary of Bloomberg News report.
According to the news source, Borders' motion will have to be
changed to address some of SBC's objections.

                        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 Reject 100 Contracts
----------------------------------------------------
Borders Group Inc. and its units received the Bankruptcy Court's
permission to reject 100 executory contracts as of June 2, 2011.
The contracts proposed to be rejected include water cooler leases,
linen rental agreements, maintenance agreements and security
agreements related to the closing stores, and certain other
contracts for services no longer required by the Debtors.

A schedule of the 100 contracts for rejection is available for
free at http://bankrupt.com/misc/Borders_ContractRejSched.pdf

The Debtors disclose that in the 12 months before the Petition
Date, they paid an aggregate of $9.4 million to counterparties to
the contracts for rejection for services under those agreements.

The Debtors further asked Judge Glenn to approve these uniform
procedures to govern the future rejection of the remaining
contracts:

(1) The Debtors will file on the docket for their Chapter 11
     cases a notice setting forth the proposed rejection of one
     or more Contracts, and will serve the Rejection Notice via
     Federal Express or other overnight mail delivery service
     and e-mail or fax on: (i) the non-Debtor counterparty; (ii)
     counsel to the Official Committee of Unsecured Creditors;
     (iii) counsel to the DIP Agents; and (iv) the U.S. Trustee
     for Region 2.

(2) The Rejection Notice must set forth:

      (i) the contract to be rejected;

     (ii) the name and address of the counterparties to that
          contract;

    (iii) the proposed effective date for the rejection of each
          Contract;

     (iv) the deadlines and procedures for filing objections to
          the Rejection Notice, which must state that, although
          no party is required to object to the proposed relief,
          if no objection is timely filed and served, the Court
          may grant the proposed relief;

     (iv) notice of the bar date for claims arising from the
          rejection of the contracts if the motion to reject is
          granted with respect to those contracts; and which
          complies with Rule 6006(f) of the Federal Rules of
          Bankruptcy Procedure.

     All Rejection Notices will be accompanied by a copy of the
     order granting the Motion to Reject.

(3) If party-in-interest objects to the Debtors' proposed
     rejection of a Contract, that party must file and serve a
     written objection so that the objection is filed with the
     Court and actually received by these parties no later than
     10 days after the date the Rejection Notice is filed: (i)
     counsel to the Debtors; (ii) the U.S. Trustee,; (iii)
     counsel to the Creditors' Committee; and (iv) counsel to
     the DIP Agents.

(4) If no objection to a Rejection Notice is timely filed and
     served, the applicable Contract will be deemed rejected on
     the effective date set forth in the Rejection Notice, or,
     if no date is set forth, the date the Rejection Notice is
     filed with the Court.  If a timely objection to a Rejection
     Notice is filed and received in accordance with the
     Rejection Procedures, and not withdrawn or otherwise
     resolved, the Debtors will schedule a hearing on the
     objection and will provide at least five days' notice of
     that hearing to the objecting party and the Objection
     Notice Parties.

(5) Claims arising from the rejection of Contracts must be
     filed, on or before the later of (i) the deadline for
     filing proofs of claim established by the Court in the
     Debtors' Chapter 11 cases, or (ii) 45 days after the
     Rejection Date.  If no proof of claim is timely filed, the
     claimant will be forever barred from asserting a claim for
     rejection damages and from participating in any
     distributions that may be made in connection with these
     Chapter 11 cases.

(6) If the Debtors have deposited funds with a Contract
     counterparty as a security deposit or other arrangement,
     the Contract counterparty may not setoff or otherwise use
     the deposit without the prior authority of the Court or
     agreement of the parties.

In connection with the proposed Rejection Procedures, the Debtors
also seek to execute and deliver all instruments and documents,
and take other actions as may be necessary or appropriate to
implement and effectuate the Rejection Procedures as approved by
the Court and that entry of the sought order be without prejudice
to the Debtors' right to seek further, other, or different relief
regarding the Contracts.

                        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)


BOWE BELL: Wins Approval for Richards Layton as Counsel
-------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized Bowe Systec, Inc., et al., to
employ Richards, Layton & Finger, P.A. as their bankruptcy
counsel.

RL&F is representing the Debtors in the bankruptcy proceedings.

Prior to the Petition Date, RL&F received a total retainer of
$725,000 in connection with and in contemplation of the Chapter 11
cases.  The Court ordered that that the retainer monies 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 the Chapter 11 cases.

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

                         About Bowe Bell

Headquartered in Wheeling, Illinois Bowe Bell + Howell --
http://www.bowebellhowell.com/-- provides high-performance
document management solutions and services.  In 1936, the company
pioneered gripper arm mail-inserting systems and has one of the
world's largest installed bases of such inserters as a result of
the technology's flexibility, performance and reliability.  The
company's complete portfolio of inserting, sorting, plastic card,
integrity, cutting, packaging, print-on-demand and software
solutions is one of the most comprehensive product offerings for
paper-based communications.  These solutions are supported by one
of the largest dedicated service organizations in the industry.
In addition to its headquarters offices, the company maintains
major manufacturing and service locations in Durham, N.C. and
Bethlehem, Penn.

Bowe Bell + Howell sought bankruptcy protection in the U.S. as
part of a deal to itself to creditor Versa Capital Management Inc.
to pay off debt.

Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other
affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 11-11186) on April 18, 2011.  Bowe Systec estimated assets and
debt of $100 million to $500 million as of the bankruptcy filing.

Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
McDermott Will & Emery is the Debtors' special corporate counsel.
Focus Management Group is the Debtors' financial advisors.  Lazard
Middle Market LLC is the Debtors' investment banker.  The Garden
City Group, Inc is the Debtors' claims and notice agent.

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada, as the proposed
foreign representative for the Debtors in the ancillary
proceeding, will ask an Ontario Superior Court judge to recognize
the bankruptcy proceedings in the U.S.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.


BOWE BELL: Can Hire Tory's LLP to Handle Canadian Proceedings
-------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized Bowe Systec, Inc., et al., to
employ Torys LLP as its Canadian counsel.

As reported in the Troubled Company Reporter on May 16, 2011, Bowe
Bell submits it is essential to employ Canadian counsel to fully
protect their rights.  The Debtors by separate applications, are
seeking to employ, Richards, Layton & Finger, P.A. as general
bankruptcy and reorganization counsel; and McDermott Will & Emery
as special corporate counsel.

Torys is assisting Bowe Bell in connection with carrying out
its duties and responsibilities under the Bankruptcy Code during
the Chapter 11 cases.

The hourly rates of Torys' personnel are:

     Partners                 C$500 - C$1,050
     Associates               C$350 -   C$700
     Law Clerks (Paralegals)  C$275 -   C$450

The Debtors related that prior to the Petition Date, Torys
received a C$349,980 retainer, of which C$287,500 has been applied
on account of prepetition services.   The remaining cash retainer
amounts to C$62,479.

The Court ordered that the prepetition monies paid to Torys and
not expended for prepetition services and disbursements will be
held by Torys as security throughout the Chapter 11 cases.

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

                         About Bowe Bell

Headquartered in Wheeling, Illinois Bowe Bell + Howell --
http://www.bowebellhowell.com/-- provides high-performance
document management solutions and services.  In 1936, the company
pioneered gripper arm mail-inserting systems and has one of the
world's largest installed bases of such inserters as a result of
the technology's flexibility, performance and reliability.  The
company's complete portfolio of inserting, sorting, plastic card,
integrity, cutting, packaging, print-on-demand and software
solutions is one of the most comprehensive product offerings for
paper-based communications.  These solutions are supported by one
of the largest dedicated service organizations in the industry.
In addition to its headquarters offices, the company maintains
major manufacturing and service locations in Durham, N.C. and
Bethlehem, Penn.

Bowe Bell + Howell sought bankruptcy protection in the U.S. as
part of a deal to itself to creditor Versa Capital Management Inc.
to pay off debt.

Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other
affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 11-11186) on April 18, 2011.  Bowe Systec estimated assets and
debt of $100 million to $500 million as of the bankruptcy filing.

Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
McDermott Will & Emery is the Debtors' special corporate counsel.
Focus Management Group is the Debtors' financial advisors.  Lazard
Middle Market LLC is the Debtors' investment banker.  The Garden
City Group, Inc is the Debtors' claims and notice agent.

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada, as the proposed
foreign representative for the Debtors in the ancillary
proceeding, will ask an Ontario Superior Court judge to recognize
the bankruptcy proceedings in the U.S.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.


BOWE BELL: Court Approves Focus Management as Financial Advisor
---------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized Bowe Systec, Inc., et al., to
employ Focus Management Group USA, Inc., as financial advisor and
restructuring management consultant.

As reported in the Troubled Company Reporter on May 16, 2011,
Focus is performing certain financial advisory and management
consulting services for the Debtors.

The hourly rates of Focus' personnel are:

         Managing Directors           $450
         Senior Consultants           $400

The rates were discounted from Focus' standard hourly rates.  The
personnel's time spent traveling will be charged at 50% of the
hourly rates.

The Debtors relate that prepetition, they made aggregate fee
payments to Focus of $363,958.  After deducting fees and expenses
previously billed (and paid) for prepetition services rendered,
$138,791 remains as a retainer.  The $138,791 balance will be
available to be applied to post petition services.

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

                         About Bowe Bell

Headquartered in Wheeling, Illinois Bowe Bell + Howell --
http://www.bowebellhowell.com/-- provides high-performance
document management solutions and services.  In 1936, the company
pioneered gripper arm mail-inserting systems and has one of the
world's largest installed bases of such inserters as a result of
the technology's flexibility, performance and reliability.  The
company's complete portfolio of inserting, sorting, plastic card,
integrity, cutting, packaging, print-on-demand and software
solutions is one of the most comprehensive product offerings for
paper-based communications.  These solutions are supported by one
of the largest dedicated service organizations in the industry.
In addition to its headquarters offices, the company maintains
major manufacturing and service locations in Durham, N.C. and
Bethlehem, Penn.

Bowe Bell + Howell sought bankruptcy protection in the U.S. as
part of a deal to itself to creditor Versa Capital Management Inc.
to pay off debt.

Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other
affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 11-11186) on April 18, 2011.  Bowe Systec estimated assets and
debt of $100 million to $500 million as of the bankruptcy filing.

Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
McDermott Will & Emery is the Debtors' special corporate counsel.
Focus Management Group is the Debtors' financial advisors.  Lazard
Middle Market LLC is the Debtors' investment banker.  The Garden
City Group, Inc is the Debtors' claims and notice agent.

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada, as the proposed
foreign representative for the Debtors in the ancillary
proceeding, will ask an Ontario Superior Court judge to recognize
the bankruptcy proceedings in the U.S.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.


BOWE BELL: Affiliates File Schedules of Assets and Liabilities
--------------------------------------------------------------
BBH, Inc., a debtor-affiliate of Bowe Systec, Inc., filed with the
U.S. Bankruptcy Court for the District of Delaware its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $7,812,514
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $121,740,728
  E. Creditors Holding
     Unsecured Priority
     Claims                                          *Unknown
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $17,161,318
                                 -----------      -----------
        TOTAL                     $7,812,514     $138,902,046*

* plus unknown

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

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


Other debtor-affiliates filed their respective schedules
disclosing:

Bowe Bell + Howell Holdings, Inc.

         assets: $0
         liabilities: $121,802,132

Bowe Bell + Howell Postal Systems Company

         assets: $2,867,205
         liabilities: $121,759,096

Bowe Systec, Inc.

         assets: $0
         liabilities: Unknown

Bowe Bell + Howell International Ltd.

         assets: C$$8,540,067
         liabilities: C$1,201,751

BCC Software, Inc.

         assets: $7,862,180
         liabilities: $122,983,554

                         About Bowe Bell

Headquartered in Wheeling, Illinois Bowe Bell + Howell --
http://www.bowebellhowell.com/-- provides high-performance
document management solutions and services.  In 1936, the company
pioneered gripper arm mail-inserting systems and has one of the
world's largest installed bases of such inserters as a result of
the technology's flexibility, performance and reliability.  The
company's complete portfolio of inserting, sorting, plastic card,
integrity, cutting, packaging, print-on-demand and software
solutions is one of the most comprehensive product offerings for
paper-based communications.  These solutions are supported by one
of the largest dedicated service organizations in the industry.
In addition to its headquarters offices, the company maintains
major manufacturing and service locations in Durham, N.C. and
Bethlehem, Penn.

Bowe Bell + Howell sought bankruptcy protection in the U.S. as
part of a deal to itself to creditor Versa Capital Management Inc.
to pay off debt.

Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other
affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 11-11186) on April 18, 2011.  Bowe Systec estimated assets and
debt of $100 million to $500 million as of the bankruptcy filing.

Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
McDermott Will & Emery is the Debtors' special corporate counsel.
Focus Management Group is the Debtors' financial advisors.  Lazard
Middle Market LLC is the Debtors' investment banker.  The Garden
City Group, Inc is the Debtors' claims and notice agent.

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada, as the proposed
foreign representative for the Debtors in the ancillary
proceeding, will ask an Ontario Superior Court judge to recognize
the bankruptcy proceedings in the U.S.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.


BOWE BELL: Committee Taps BDO Consulting as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Bowe Systec, Inc., et al., asks the U.S. Bankruptcy Court
for the District of Delaware for permission to retain BDO
Consulting as financial advisor.

BDO Consulting is a division of BDO USA, LLP

BDO Consulting will, among other things:

   -- analyze transactions with the Debtors' financing
      institutions;

   -- attend auctions of the Debtors' assets; and

   -- analyze transactions with insiders, related and affiliated
      companies.

The hourly rates of BDO Consulting's personnel are:

         Partners/Managing Directors             $475 - $795
         Directors and Senior Managers           $375 - $525
         Managers                                $325 - $425
         Seniors                                 $200 - $350
         Staff                                   $150 - $225

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

The Committee set a June 15 hearing on its request to retain BDO
Consulting.  Objections, if any, are due June 8, at 4:00 p.m.
(prevailing Eastern Time).

                         About Bowe Bell

BBH, Inc., a debtor-affiliate of Bowe Systec, Inc., disclosed
$7,812,514 in assets and $138,902,046 plus unknown amount in
liabilities as of the Chapter 11 filing.

Headquartered in Wheeling, Illinois Bowe Bell + Howell --
http://www.bowebellhowell.com/-- provides high-performance
document management solutions and services.  In 1936, the company
pioneered gripper arm mail-inserting systems and has one of the
world's largest installed bases of such inserters as a result of
the technology's flexibility, performance and reliability.  The
company's complete portfolio of inserting, sorting, plastic card,
integrity, cutting, packaging, print-on-demand and software
solutions is one of the most comprehensive product offerings for
paper-based communications.  These solutions are supported by one
of the largest dedicated service organizations in the industry.
In addition to its headquarters offices, the company maintains
major manufacturing and service locations in Durham, N.C. and
Bethlehem, Penn.

Bowe Bell + Howell sought bankruptcy protection in the U.S. as
part of a deal to itself to creditor Versa Capital Management Inc.
to pay off debt.

Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other
affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 11-11186) on April 18, 2011.  Bowe Systec estimated assets and
debt of $100 million to $500 million as of the bankruptcy filing.

Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
McDermott Will & Emery is the Debtors' special corporate counsel.
Focus Management Group is the Debtors' financial advisors.  Lazard
Middle Market LLC is the Debtors' investment banker.  The Garden
City Group, Inc is the Debtors' claims and notice agent.

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada, as the proposed
foreign representative for the Debtors in the ancillary
proceeding, will ask an Ontario Superior Court judge to recognize
the bankruptcy proceedings in the U.S.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.


BPP TEXAS: Takes Step Toward Bankruptcy Exit With Sale Request
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the owner of 22 Wyndham
Hotel Group-branded hotels is looking to sell one of its Texas
properties as it pitches a bankruptcy-exit plan that calls for the
company to shed properties over time so as not to flood the
market.

                         About BPP Texas

Pittsburgh, Pennsylvania-based BPP Texas, LLC, along with BPP
Illinois, LLC, BPP Iowa, LLC, BPP Michigan, LLC, BPP Minnesota,
LLC, and BPP Wisconsin, LLC, own and operate 22 hotels located in
Texas, Illinois, Iowa, Michigan, Minnesota, and Wisconsin.

BPP Texas and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Lead Case No. 10-44378) on Dec. 21,
2010.  Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at
Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' bankruptcy
counsel.  BPP Texas estimated its assets at $1 million to
$10 million and debts at $50 million to $100 million.

Affiliates BPP Illinois, BPP Iowa, BPP Michigan, BPP Minnesota,
and BPP Wisconsin filed separate Chapter 11 bankruptcy petitions.
BPP Wisconsin estimated its assets at $10 million to $50 million
and debts at $50 million to $100 million.


BROWARD COUNTY: Moody's Cuts Ratings on Revenue Bonds to 'B'
------------------------------------------------------------
Moody's has downgraded the ratings of Broward County Housing
Finance Authority Single Family Mortgage Revenue Bonds Series
2007A and B to Ba1 from Aaa, upgraded the Series 2007C bonds to
Ba1 from Ba3 and removed the bonds from Watchlist for Possible
Downgrade.

Rating Rationale

The downgrade and removal from Watchlist for Possible Downgrade of
the Series 2007A and B (Senior) bonds is based on cash flow
projections which demonstrate that there is likely to be
insufficient revenue to fully pay the debt service on the bonds in
the future, assuming a high level of subordinate loan losses. The
upgrade and removal from Watchlist of the Series 2007C
(Subordinate) bonds is based on improved cash flow projections .

Security and Basis for the Rating

Both the senior and subordinate bonds are secured by revenues from
both mortgage-backed securities guaranteed as to full and timely
payment of principal and interest by the Government National
Mortgage Association, Fannie Mae and Freddie Mac and from second
mortgages issued in connection with some of the mortgages backing
the MBS. Priority of payments to bondholders is governed by a
Master Indenture of Trust. Under the indenture, revenues from both
MBS and second mortgages, including any principle repayments under
the MBS, are used to pay debt service on the senior bonds first.
Any prepayments of principle on the second mortgages and all
remaining revenue, after paying defined expenses under the
indenture, are used to redeem subordinate bonds and pay interest
on the bonds.

Recent Developments

Moody's recently learned that proceeds securing the Series 2007A
and B bonds that did not purchase MBS were used, in accordance
with the indenture, to redeem approximately $250,000 in
subordinate Series 2007C bonds. Moody's believes this created a
weakness in the structure of the senior bonds, lowering the
overcollateralization level at which cash flow sufficiency can be
maintained under most scenarios. As a result, cash flow
projections demonstrate a decline in the ratio of MBS and other
assets securing the senior bonds throughout the life of the bonds.
Furthermore, MBS prepayments increase stress on the transaction's
ability to maintain sufficient revenues to pay off debt service,
due to the difference between the interest earnings on the assets
held by the trustee and the higher interest cost of the bonds.

Analysis

The 2007A and B bonds: Cash flow projections demonstrate that if
loan losses on the subordinate mortgages exceed 68%, the bonds
have a high likelihood of default within approximately 20 years.
Moody's believes that the probability of such losses occurring is
moderately high. Moody's also project that the expected loss will
be less than 1%. In determining the rating, Moody's evaluated two
factors: the Probability of Default (PD), which is the risk that
loan losses on the subordinate mortgages will default at very high
rates, and; the Loss Given Default (LGD), which is the possible
loss to bondholders resulting from losses on the subordinate
mortgages. The expected loss is the combination of the LGD and PD
under all scenarios.

Moody's believes that an appropriate PD for the transaction is
moderate to high, based on Moody's review of current and projected
levels of default of the subordinate mortgages, the small pool of
current mortgages and the continuing poor performance of the
housing market in the Ft. Lauderdale MSA. All of the second
mortgages securing the Series 2007C bonds were issued in
connection with the issuance of a first mortgage that was
securitized into Mortgaged Backed Securities (MBS). Of an original
pool of 27 second mortgages, 19 are current, based on recent
servicer reports. Since the second mortgages are unenhanced,
bondholders will recover only the value of any paid principal and
interest from these current mortgages.

Moody's believes that the high default rate on the second
mortgages (approximately 26% of the second mortgages have already
defaulted) will continue to show weakness and reflects the
distressed local real estate market, the small pool of original
loans and the size of the loans in relation to the total mortgage
amount. The Ft. Lauderdale MSA, in which Broward County is
located, has experienced some of the greatest housing declines in
the country and is one of the leaders in delinquencies and
foreclosures. The second loans were issued as "80/20" or "down
payment assistance" loans, which financed most of the down payment
equity for which the homeowner would have been responsible.
Consequently, the size of the loans is large, averaging
approximately $30,000.

Based on current default rates, further defaults in the second
mortgages and declines in the asset-to-debt ratio is highly
likely.

Moody's believes that the LGD on a present value basis will be
low, under 1%, for the weighted average of all scenarios. Given,
however, the moderately high probability of default because of
projected losses on the subordinate mortgages, the transaction no
longer exhibits investment grade qualities.

The 2007C bonds: Moody's decision to upgrade the rating on the
2007C bonds was based on cash flow projections demonstrating a low
dependency on the performance of the second mortgages and high
likelihood of repayment of repayment of principal under most
scenarios. The rating additionally reflects the small number of
mortgages securing the bonds and the strong overcollateralization
of second mortgages to Series 2007C bonds.

What could change the rating - UP

Series 2007A and B and 2007C

* An issuer contribution of funds designed to mitigate losses
  based on cash flow projections

What could change the rating - DOWN

Series 2007A and B

* Higher than anticipated loan losses on the subordinate loans.

Series 2006B

* Rapid prepayment of the MBS and higher than projected losses on
  the subordinate loans.

The principal methodology used in this rating was evaluating
factors believed to be relevant to the credit profile of the
Broward County Housing Finance Authority, Series 2007A and B and
2007C Bonds including i) the projected performance of the
mortgages and MBS securing the bonds over the near to intermediate
term, ii) the nature of the dedicated revenue stream pledged to
the bonds, iii) the debt service coverage provided by such revenue
stream, vii) the legal structure that documents the revenue stream
and the source of payment, and viii) the issuer's management and
governance structure related to payment. These attributes were
compared against other issuers both within and outside of the
Broward County Housing Finance Authority's core peer group,
ratings of the Series 2007A and B and C Bonds are believed to be
comparable to ratings assigned to other issuers of similar credit
risk.


BRUGNARA PROPERTIES VI: U.S. Trustee Wants Case Converted to Ch. 7
------------------------------------------------------------------
August B. Landis, Acting United States Trustee for Region 17, asks
the U.S. Bankruptcy Court for the Northern District of California
for an order converting the Chapter 11 case of Brugnara Properties
VI, LLC, to one under Chapter 7 of the Bankruptcy Code.

The U.S. Trustee presents the following justifications in support
of his motion:

-- Debtor has failed to propose a viable reorganization plan,
    while accruing debt, constituting "cause" to convert or
    dismiss this case under 11 U.S.C. Section 1112 (b)(4)(A);

-- Debtor has, without excuse, failed to satisfy timely the
    reporting requirements set forth in 11 U.S.C. Section 704(a)
    (8), B.L.R. 2015-2 and F.R.B.P. 2015.3, which constitutes
    "cause" to convert or dismiss a Chapter 11 case, within the
    meaning of 11 U.S.C. Section 1112(b)(4)(F); and

-- Debtor has failed to provide information requested by the
    United States Trustee, specifically, furnishing signature
    cards for a debtor-in-possession account and evidence of
    adequate insurance to cover the value of Debtor's sole asset
    -- residential real property located at 224 Sea Cliff Avenue
    in San Francisco, California.  Failure to provide information
    reasonably requested by the United States Trustee constitutes
    cause to convert or dismiss a Chapter 11 case, within the
    meaning of 11 U.S.C. Section 1112(b)(4)(H).

Debtor filed a plan and disclosure statement on Dec. 16, 2010, and
an amended plan and disclosure statement on Jan. 18, 2011.  The
disclosure statement for the amended plan is currently scheduled
for hearing on June 3, 2011, at 10:00 a.m.  The U.S. Trustee has
objected to the adequacy of disclosure, citing the Debtor's plan
lacks sufficient specificity as to how the Debtor expects to meet
obligations, and is particularly vague about what, if any,
obligations the Debtor has under the plan.

                   About Brugnara Properties VI

San Francisco, California-based Brugnara Properties VI owns a
residential 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 designated responsible individual is Kay L. Brugnara.
Joel K. Belway, Esq., at the Law Offices of Joel K. Belway, in San
Francisco, Calif., represents the Debtor as counsel.  In its
schedules, the Debtor disclosed $17,800,000 in assets and
$11,667,750 in liabilities as of the Chapter 11 filing.

This is Debtor's second filing since 2009.  Debtor's prior case,
In re Brugnara Properties VI, Case No. 09-30038, was filed on
Jan. 7, 2009.  The prior case was dismissed on Aug. 27, 2009, at
the request of the Debtor.


C&S MARINE: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: C&S Marine Inc.
        4500 Lakeland Drive
        Flowood, MS 39232

Bankruptcy Case No.: 11-01953

Chapter 11 Petition Date: June 1, 2011

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

Judge: Edward Ellington

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

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mssb11-01953.pdf

The petition was signed by Jerry Scott, president.


CARLYLE MODENA: Moody's Upgrades Rating on Class D Notes to 'B3'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Carlyle Modena CLO, Ltd.:

   -- US$24,000,000 Class B Floating Rate Deferrable Revolving
      Notes Due 2016 (current balance of $10,331,610), Upgraded to
      Aa2 (sf); previously on October 6, 2010 Upgraded to A2 (sf);

   -- US$27,750,000 Class C Floating Rate Notes Due 2016, Upgraded
      to A2 (sf); previously on October 6, 2010 Upgraded to Baa3
      (sf);

   -- US$20,250,000 Class D Floating Rate Notes Due 2016 (current
      balance of $21,101,230), Upgraded to B3 (sf); previously on
      September 22, 2009 Downgraded to Caa3 (sf).

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes result
primarily from improvement in the overcollateralization of the
notes due to delevering of the Class A Notes, which have been paid
down by approximately 42% or $76 million since the last rating
action in October 2010. A substantial proportion of this paydown
is attributable to principal prepayments on the underlying loans.
As of the latest trustee report dated May 3, 2011, the Senior
overcollateralization ratio is reported at 145.88% versus the
September 2010 level of 123.32%.

Notwithstanding improvements in the overcollateralization ratio,
the Class D Notes are currently deferring interest due to the
diversion of excess interest to pay down the senior notes before
paying the Class D Notes' interest. This results from a deal
structural feature which specifies that net principal losses must
be repaid from (i) first, excess interest before payment of the
Class D Notes' interest, and if there are not enough interest
proceeds available, (ii) second, from draws on the Class B
Revolving Notes. In addition, the Class B Revolving Notes' funded
balance is repaid before the Class D Notes' interest in the
interest waterfall of the transaction. As such, there will be no
excess interest available to pay the Class D Notes' interest until
the funded balance on the Class B Revolving Notes is paid in full.

Moody's also notes that credit profile of the underlying portfolio
has deteriorated moderately since the last rating action. Based on
the May 2011 trustee report, the weighted average rating factor is
2716 compared to 2591 in September 2010, and securities rated
Caa1/CCC+ and below make up approximately 17.6% of the underlying
portfolio versus 15.3% in September 2010.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds of $176 million, defaulted par of $5 million, weighted
average default probability of 23.4% (implying a WARF of 3700), a
weighted average recovery rate upon default of 43.8%, and a
diversity score of 46. These default and recovery properties of
the collateral pool are incorporated in cash flow model analysis
where they are subject to stresses as a function of the target
rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends, and collateral manager latitude for trading
the collateral are also factors.

Carlyle Modena CLO, Ltd., issued in September 22, 2004, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
August 2009.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.

In addition to the base case analysis described above, Moody's
also performed sensitivity analyses to test the impact on all
rated notes of various default probabilities. Below is a summary
of the impact of different default probabilities (expressed in
terms of WARF levels) on all rated notes (shown in terms of the
number of notches' difference versus the current model output,
whereby a positive difference corresponds to lower expected
losses), assuming that all other factors are held equal:

Moody's Adjusted WARF - 20% (2960)

Class A: 0

Class B: +1

Class C: +2

Class D: +2

Moody's Adjusted WARF + 20% (4440)

Class A: 0

Class B: -1

Class C: -2

Class D: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1) Delevering: The main source of uncertainty in this transaction
   is whether delevering from unscheduled principal proceeds will
   continue and at what pace. Delevering may accelerate due to
   high prepayment levels in the loan market and/or collateral
   sales by the manager, which may have significant impact on the
   notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations in
   defaulted assets reported by the trustee and those assumed to
   be defaulted by Moody's may create volatility in the deals'
   overcollateralization levels. Further, the timing of recoveries
   and the manager's decision to work out versus selling defaulted
   assets create additional uncertainties. Moody's analyzed
   defaulted recoveries assuming the lower of the market price and
   the recovery rate in order to account for potential volatility
   in market prices.

3) Long-dated assets: The presence of assets that mature beyond
   the CLO's legal maturity date exposes the deal to liquidation
   risk on those assets. Moody's assumes an asset's terminal value
   upon liquidation at maturity to be equal to the lower of an
   assumed liquidation value (depending on the extent to which the
   asset's maturity lags that of the liabilities) and the asset's
   current market value.


CASTELLO EXCAVATION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Castello Excavation & Grading, Inc.
        7565 Commercial Way, Suite A
        Henderson, NV 8901

Bankruptcy Case No.: 11-18720

Chapter 11 Petition Date: June 2, 2011

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

Judge: Linda B. Riegle

Debtor's Counsel: Timothy S. Cory, Esq.
                  TIMOTHY S. CORY & ASSOCIATES
                  8831 W. Sahara Avenue
                  Lakes Business Park
                  Las Vegas, NV 89117
                  Tel: (702) 388-1996
                  E-mail: tim.cory@corylaw.us

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/nvb11-18720.pdf

The petition was signed by Marianne Castello, president.


CATHOLIC CHURCH: Milw. Panel Wants Lift Stay for Depositions
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of the Archdiocese of Milwaukee asks the Bankruptcy Court to
lift the automatic stay to allow parties-in-interest to take the
depositions of elderly witnesses in a state court litigation
pending against the Archdiocese in the Wisconsin Circuit Court.

In addition, the Committee asks the Court to enter an order
allowing a party-in-interest to the State Court Cases relief from
the automatic stay to file a motion with the applicable state
court to modify a "State Court Stay" to allow depositions of
individuals who are 70 years or older.  Any party-in-interest who
opposes the motion would do so in state court.

As of the Petition Date, the Archdiocese was a defendant in 12
state-court lawsuits brought by 17 individuals who were sexually
abused within the Archdiocese of Milwaukee.  The Archdiocese
notes that additional survivors of sexual abuse are preparing
additional lawsuits.

The State Court Cases have been pending for years.  In a set of
cases filed in 2005, the Debtor argued that the claims against it
were barred by the statute of limitations because the abuse that
triggered these lawsuits had occurred 20 to 40 years prior to the
cases' commencement.

In 2007, the Wisconsin Supreme Court held that allegations of
fraud against the Archdiocese, arising from decades of child
abuse, were not barred by the statute of limitations.  After this
ruling, additional lawsuits were brought against the Archdiocese
and then Archbishop Dolan admitted, "I have to admit, these
decisions [by the Archdiocese] are a particularly ugly example of
how the Church made some dreadful mistakes in its handling of
these cases."

After the survivors overcame the Debtor's statute of limitations
arguments, they almost immediately faced another set of
litigation obstacles.  In October 2007, the Debtor's insurer,
OneBeacon Insurance Company f/k/a Commercial Union Insurance
Company moved to intervene, bifurcate the issues of the Debtor's
liability from the issue of the Debtor's insurance coverage, and
stay litigation of the Debtor's liability until the insurance
coverage could be resolved.

Although the state court granted the insurer's motion, it also
acknowledged that the acts at issue had occurred decades ago, and
that perpetrators and witnesses were growing infirm and dying.

Accordingly, the state court imposed a "State Court Stay," but
allowed the plaintiff survivors to depose witnesses who were 80
years or older.

Later, in October 2009, the "cut off" age was lowered to 75 years
or older.

The parties treated the State Court Stay and the "cut off" age
for depositions as applying to each of the State Court Cases.

In the years since the State Court Stay was imposed, additional
perpetrators have reached the age of 75 and dozens more have been
identified.  Additional abuse survivors have also come forward.
Therefore, the list of witnesses in the State Court Cases has
changed.

James I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California, notes that since 2007, the plaintiffs
have deposed eight aged witnesses.

The individuals that need to be deposed are:

  * Bishop Richard Sklba (75 years old);
  * Former Archbishop Rembert Weakland (84 years old);
  * Fr. Daniel Budzynski (83 years old);
  * Fr. Joseph Janicki (72 or 73 years old);

  * Other potential deponents:

    -- Raymond Adamsky (79 years old);
    -- James Arimond (72 years old);
    -- Jerome Lanser (78 years old);
    -- Gale Leifeld (82 years old);
    -- Michael Neuberger (73 years old); and
    -- Donald Peters (86 years old).

Mr. Stang says that the Committee is concerned that perpetrators
and other witnesses are aging and testimony must be preserved in
the event of their deaths or incapacity.  He contends that the
depositions will preserve information that is relevant to
insurance coverage and liability, which in turn, will facilitate
plan negotiation and claims resolution.

Mr. Stang further argues that lifting the stay will not enable
any party to pursue any litigation to judgment.  It will merely
allow parties to conduct depositions to preserve critical
testimony that could otherwise be forever lost to the parties and
preserve evidence.

Jeff Anderson and Associates P.A. joins in the Committee's
request.

              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: Wilmington Plan Set for Confirmation July 8
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
formally approved the Catholic Diocese of Wilmington, Inc.'s
disclosure statement explaining its Chapter 11 Plan of
Reorganization on May 24, 2011.

The court issued an initial order approving the disclosure
statement on May 20, 2011, but issued another order after an
amended Chapter 11 Plan and Disclosure Statement were filed on
May 23, 2011.

Judge Sontchi ruled that the Disclosure Statement contains
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.

The Court established:

  * May 20, 2011, as the voting record date for determining
    which creditors are entitled to vote on the Plan.

  * June 30, 2011, 5:00 p.m., as the voting deadline for
    purposes of the Court's order and solicitation of votes with
    respect to the Plan.

The confirmation hearing on the Plan will be held July 8, 2011,
at 10:00 a.m.  Objections must be filed no later than June 30,
2011, at 4:00 p.m.  The Debtor's replies will be filed on or
before July 6, 2011, at 4:00 p.m.

The Debtor will publish notice of the Confirmation Hearing and
related deadlines once each in the national edition of "USA
Today" and "The Delaware News Journal" at least 28 days before
the Confirmation Objection Deadline.  Additionally, the Debtor
will post the Confirmation Hearing Notice electronically on the
reorganization Web site maintained by The Garden City Group, Inc.
at http://www.cdowreorganization.com

The Court directed the Debtor to mail or cause to be mailed to
holders of Claims in Classes 3A, 3B, 3C, 3D, 3E, and 3F under the
Plan on or before May 24, 2011, a solicitation package
containing: (a) the Confirmation Hearing Notice, which will set
forth (i) the Court's approval of the Disclosure Statement, (ii)
the Voting Deadline with respect to the Plan, (iii) the date and
time of the Confirmation Hearing, and (iv) the deadline and
procedures for filing objections to confirmation of the Plan; (b)
a CD containing a copy of the Disclosure Statement; and (c) the
appropriate Ballots to accept or reject the Plan and a self-
addressed, return envelope.

Solicitation Packages to holders of Class 3A Claims represented
by counsel will be served solely upon the counsel, at the law
firms and addresses set forth in the holder's Tort Proof of Claim
Form, if filed, unless the holder has directed otherwise.  To
avoid unnecessary duplication of documents, the Debtor may serve
counsel representing more than one holder of a Class 3A Claim a
master Solicitation Package containing (a) a single Confirmation
Hearing Notice; (b) a single copy of the Disclosure Statement
Order; (c) a single CD containing a copy of the Disclosure
Statement; and (d) the appropriate Ballots to accept or reject
the Plan with self-addressed, return envelopes, provided,
however, that the Debtor will provide additional copies of the
items referenced in (a) to (c).

The Debtor will cause to be served, on or before the Solicitation
Commencement Date, a Solicitation Package excluding the Ballot
upon (a) the United States Trustee, (b) counsel to the Official
Committee of Unsecured Creditors, (c) counsel to the Lay
Employees' Committee, (d) any party that filed a Notice of
Appearance, and (e) any counterparty to an executory contract or
unexpired lease identified on Schedule G of the Debtor's
schedules of liabilities filed pursuant to Section 521 of the
Bankruptcy Code and Rule 1007 of the Federal Rules of Bankruptcy
Procedure who did not file a proof of claim prior to the Voting
Record Date.

To aid in the voting tabulation, counsel representing more than
one Creditor holding a Class 3A Claim will, on or before
June 15, 2011, file a verified statement setting forth each
Creditor's (i) name (if public) or alias and (ii) Confidential
Tort Proof of Claim Number.

The Balloting Agent will file a report of Ballots received by
July 6, 2011, at 4:00 p.m. (prevailing Eastern Time).  The Ballot
Summary will identify individuals who filed Tort Proof of Claim
forms solely by reference to their claim numbers on the official
register and their counsel, if any, and will not include any
personally identifiable information regarding the individual
claimants.

Copies of the May 20 and May 24 Disclosure Statement Orders are
available for free at:

          http://bankrupt.com/misc/WChrchDSORD0520.pdf
          http://bankrupt.com/misc/WChrch_DSORD524.pdf

           Second Amended Plan & Disclosure Statement

The Catholic Diocese of Wilmington, Inc., filed a modified Second
Amended Chapter 11 Plan of Reorganization and Disclosure
Statement on May 23, 2011, after Judge Sontchi said at a hearing
held May 16, 2011, that he is willing to approve the Disclosure
Statement after certain revisions are made.

The Modified Second Amended Plan and Disclosure Statement contain
changes requested by parties-in-interest and the U.S. Bankruptcy
Court for the District of Delaware at the May 16 and 20, 2011
hearings.

Among the modifications is the addition of a provision that
notwithstanding the discharge of the Debtor's obligations under
the Lay Pension Plan, the Debtor will use its best efforts to
gain Court approval of a Lay Pension Plan reaffirmation agreement
to be filed not less than seven days before the June 30, 2011
voting deadline of the Chapter 11 Plan.

The Modified Disclosure Statement explains that "reaffirmation"
is a process whereby, with Court approval, the Reorganized Debtor
would bind itself to honor a discharged debt, which agreement
will become legally enforceable notwithstanding a bankruptcy
discharge.

However, the Chapter 11 Plan requires that the Lay Pension Plan
Reaffirmation Agreement (i) require the Reorganized Debtor to pay
all accrued and vested benefits under the Lay Pension Plan
through Dec. 31, 2011, (ii) specify that benefits need not be
paid the form of a third-party annuity contract, and (iii)
require the Reorganized Debtor to contribute at least $2 million
per year to the Lay Pension Plan Trust until the Lay Pension
Plan is fully funded on an actuarial basis.

Holders of Lay Pension Claims should note that while the Chapter
11 Plan requires the Debtor to use its best efforts to gain
approval of the Lay Pension Plan Reaffirmation Agreement by the
Court, an approval is not a condition of effectiveness of the
Chapter 11 Plan.  If the Court does not approve the Lay Pension
Plan Reaffirmation Agreement, it is nonetheless expected that the
Reorganized Debtor would honor the terms of the agreement.
However, without Court approval, the Lay Pension Plan
Reaffirmation Agreement would be legally unenforceable against
the Reorganized Debtor.

The Modified Disclosure Statement further explains that in
consideration of the Non-Debtor Catholic Entities' agreement to
provide the NDCE Settlement Contribution and other consideration
set in the Chapter 11 Plan, and to withdraw a certain appeal of
judgment, an order confirming the Plan will (i) provide that,
subject to the occurrence of the Effective Date, the Phase I
Judgment and Orders are vacated and the PIA Litigation is
dismissed, with prejudice, (ii) declare that, subject to the
occurrence of the Effective Date, the Disputed Non-Debtor PIA
Funds are not property of the estate; and (iii) effective
immediately upon entry of the Confirmation Order, authorize the
transfer of Cash proceeds of Disputed Non-Debtor PIA Funds to the
Settlement Trust in an aggregate amount not to exceed the NDCE
Settlement Contribution.  As soon as practicable after the
Effective Date, the Debtor and the Non-Debtor Catholic Entities
Party to the PIA Litigation will withdraw their appeal of the
Phase I judgment and orders.

The Modified Disclosure Statement notes that it is expected that,
after deducting amounts pledged by Non-Debtor Pooled Investors
toward consummation of a Settlement Plan, the resolution of the
PIA Litigation would result in the reversion of approximately $27
million of Disputed Non-Debtor PIA Funds to the Non-Debtor Pooled
Investors.  The largest share of these assets -- approximately
$10 million -- would revert to Charities and its related
entities, which would continue to use the income from the assets
to underwrite Charities' general operating budget and,
particularly, its ministries to children.  Approximately $7.8
million would revert to DOW Schools for the benefit of St. Mark's
High School, St. Thomas More Preparatory School, Christ the
Teacher Catholic School, and Most Blessed Sacrament Catholic
School.  Approximately $4.9 million would revert to Cemeteries,
which would continue to use the income from the assets for the
perpetual care and maintenance of cemeteries.

With regard to the disputed clergy pension plan, the Modified
Disclosure Statement points out that in accordance with a
stipulated order dismissing the Debtor's request to continue
providing pensions, sustenance or medical coverage to certain
retired or removed priests accused of sexual abuse, the Debtor
does not currently provide pension benefits to Rev. John Sarro or
Rev. Douglas Dempster, both of whom were removed from the public
ministry and are currently subject to laicization proceedings
before the Vatican on account of admitted, corroborated or
otherwise substantiated allegations of sexual abuse of minors.
Upon their laicization, Messrs. Sarro and Dempster would no
longer be eligible for benefits under the Clergy Pension Plan.

Copies of the Modified Second Amended Plan and Disclosure
Statement are available for free at:

          http://bankrupt.com/misc/WChrchMod2ndPlan.pdf
           http://bankrupt.com/misc/WChrchMod2ndDS.pdf

                  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 protection (Bankr. D.
Del. Case No. 09-13560) on Oct. 18, 2009.  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 Oct. 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: Wilm. Committee Has Berkeley as Fin'l Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of the Catholic Diocese of Wilmington, Inc., asks the
Bankruptcy Court for authority to retain Berkeley Research Group
LLC, as successor in interest to LEGC LLC, as its financial
advisor nunc pro tunc to March 1, 2011.

The Committee tells the Court that the members of LECG who were
primarily responsible for the services attendant to the case left
LEGC, and joined BRG, effective as of March 1, 2011.

The professional services that BRG will render to the Committee
include, but will not be limited to:

  a. assisting the Committee in the review of financial related
     disclosures required by the Court and/or Bankruptcy Code,
     including the Schedules of Assets and Liabilities, the
     Statement of Financial Affairs, and Monthly Operating
     Reports;

  b. analyzing the Debtor's accounting reports and financial
     statements to assess the reasonableness of the Debtor's
     financial disclosures;

  c. assisting the Committee in the evaluation of the Debtor's
     organizational structure, including its relationship with
     the Parishes and other non-debtor organizations and
     charities;

  d. assisting the Committee in evaluating the Debtor's cash
     management system, including the Debtor's pooled investor
     account;

  e. assisting the Committee in evaluating the Debtor's
     ownership interests of property alleged to be held in trust
     by the Debtor for the benefit of third parties or property
     alleged to be owned by non-debtor juridic entities;

  f. assisting the Committee in analyzing the Debtor's assets
     and liabilities, and participating in and reviewing any
     proposed asset sales, or any other any asset dispositions;

  g. assisting the Committee in the review of financial
     information distributed by the Debtor to creditors and
     others, including, but not limited to, cash flow
     projections and budgets, cash receipts and disbursement
     analysis, analysis of various asset and liability accounts,
     and analysis of proposed transactions for which Court
     approval is sought;

  h. attendance at meetings and assistance in discussions with
     the Debtor, the Committee, the U.S. Trustee, and other
     parties-in-interest and professionals hired by the parties
     as requested;

  i. assisting in the review or preparation of information
     and analysis necessary for the confirmation of a plan, or
     for the objection to any plan filed in this case which
     the Committee opposes;

  j. assisting the Committee in investigating the assets,
     liabilities and financial condition of the Debtor, the
     Debtor's operations and the desirability of the continuance
     of any portion of those operations;

  k. providing forensic accounting and investigations with
     respect to transfers of the Debtor's assets;

  1. assisting the Committee with the evaluation and analysis of
     claims (including any alleged pension claims or obligations
     of the Debtor), and on any litigation matters, including
     avoidance actions for fraudulent conveyances and
     preferential transfers, and actions concerning the property
     of the Debtor's estate;

  m. assisting the Committee with respect to any adversary
     proceedings that may be filed in the Debtor's case; and

  n. providing other services to the Committee as may be
     necessary in the case.

In exchange for its services, BRG will be paid on an hourly
basis, and will be reimbursed for actual, necessary expenses and
other charges incurred by the firm.  The schedule of BRG's 2011
billing rates are:

  Principal/Director                    $595 - 770 per hour
  Senior Managing Consultant            $410 - 455 per hour
  Consultant/Managing Consultant        $345 - 360 per hour
  Associate/Senior Associate            $235 - 255 per hour
  Paraprofessionals                     $100 - 170 per hour
  Consultant/Managing Consultant        $345 - 360 per hour
  Associate/Senior Associate            $235 - 255 per hour
  Paraprofessionals                     $100 - 170 per hour

Marvin Tenenbaum, a member of BRG, assures the Court that his
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                  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 protection (Bankr. D.
Del. Case No. 09-13560) on Oct. 18, 2009.  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 Oct. 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).


CENTRAL LEASING: Ch. 7 Trustee Taps Becker Meisel as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Stacey L. Meisel, Chapter 7 trustee for the estate of
Central Leasing Co. of NJ, LLC, to employ Becker Meisel LLC as its
counsel.

Becker Meisel is assisting the trustee in the administration of
the assets of the estate.  Becker Meisel is also assisting the
trustee in the immediate legal review of the estate's potential
assets and substantial putative secured debt, with potential
accruing administrative debt.

The hourly rates of Becker Meisel's personnel are:

         Partners                        $350 - $495
         Associates                      $200 - $325
         Paralegals and Law Clerks       $100 - $150

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

                      About Central Leasing

Midland Park, New Jersey-based Central Leasing Co. of NJ, LLC,
leases machinery and equipment.  The Company filed for Chapter 11
bankruptcy protection (Bankr. D. N.J. Case No. 11-11917) on
Jan. 24, 2011.  Michael J. Muller, Esq., in New Jersey, served as
the Debtor's bankruptcy counsel.  The Debtor disclosed $12,212,082
in assets and $10,229,575 in liabilities as of the Chapter 11
filing.

On April 27, 2011, the Court entered an order converting the case
to one under Chapter 7 of the Bankruptcy Code.


CENTRAL LEASING: Reorganization Case Converted to Liquidation
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey converted
the Chapter 11 case of Central Leasing Co. of NJ, LLC, to one
under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on March 30, 2011,
New York Commercial Bank asked the Court to convert the Debtor's
case stating that:

  -- The Rents from the Lases constitute NYCB's "cash collateral"
     within the meaning of Section 363(a) of the Bankruptcy Code.
     NYCB contends that the Debtor is in violation of Section
     363(c)(2) of the Bankruptcy Code, having failed to seek Court
     approval to use NYCB's collateral although the Debtor's case
     has been pending since January.

  -- There is continuing loss to the estate and the absence of a
     reasonable likelihood of rehabilitation of the Debtor.  The
     Debtor's principal had testified at the Section 341 meeting
     that all of the Debtor's Leases listed in Schedule G of the
     Debtor's Petition and Schedules are in default.

  -- There is no ability to re-establish its business operations
     and the Debtor's ongoing business prospects do not justify
     continuance of its reorganization efforts.  In fact, there is
     no business to be run or reorganized in the first place.
     Upon information and belief, all of the Leases terminate
     within a short time and there are no further Leases being
     entered into by the Debtor.

  -- A Chapter 7 trustee is in the best position to analyze the
     Leases and either collect the income stream and sell the
     Equipment at termination, sell the Leases prior to
     termination, or terminate them and take back and liquidate
     the Equipment.

  -- There has also been mismanagement of the Company by the
     Debtor's principal, as well as misrepresentation (at least
     as to NYCB).

  -- Further, the Debtor's principal has, upon information and
     belief, granted security interest in the same assets to
     multiple lending institutions.  There may have also been
     numerous fraudulent conveyance and preference actions as a
     result of payments to "favored" lending institutions which
     the Chapter 7 trustee is the appropriate authority to
     investigate and commence.

  -- The Debtor's principal has been lax in seeking compliance
     the Lessee's payment obligations under the Leases, which a
     trustee has incentive to collect for the benefit of the
     estate.

NYCB said the Debtor owes it $2,821,663, secured by the Equipment
purchased through the line of credit provided by NYCB.  NYCB also
asserts a security interest in the leases made by the Debtor to
its end-lessees including the rental stream derived therefrom.

                      About Central Leasing

Midland Park, New Jersey-based Central Leasing Co. of NJ, LLC,
leases machinery and equipment.  The Company filed for Chapter 11
bankruptcy protection (Bankr. D. N.J. Case No. 11-11917) on
Jan. 24, 2011.  Michael J. Muller, Esq., in New Jersey, served as
the Debtor's bankruptcy counsel.  The Debtor disclosed $12,212,082
in assets and $10,229,575 in liabilities as of the Chapter 11
filing.


CENTRAL LEASING: Trustee Taps Bederson & Company as Accountant
--------------------------------------------------------------
The U.S. Bankruptcy Cout for the District of New Jersey authorized
Stacey L. Meisel, Chapter 7 trustee for the estate of Central
Leasing Co. of NJ, LLC, to employ Bederson & Company LLP as its
accountant.

Bederson & Company is performing general accounting functions
relating to the record of the Debtor, including but not limited
to, investigation of possible preferences, fraudulent conveyances,
preparartion of tax returns and assisting the trustee and her
counsel as may be appropriate.

The hourly rates of Bederson & Company's personnel are:

         Partners                       $335 - $575
         Directors                         $300
         Managers                          $295
         Senior Accountants                $225
         Semi Senior Accountants           $185
         Staff Accountants                 $150
         Paraprofessionals                 $135

To the best of the trustee's knowledge, Bederson & Company is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Central Leasing

Midland Park, New Jersey-based Central Leasing Co. of NJ, LLC,
leases machinery and equipment.  The Company filed for Chapter 11
bankruptcy protection (Bankr. D. N.J. Case No. 11-11917) on
Jan. 24, 2011.  Michael J. Muller, Esq., in New Jersey, served as
the Debtor's bankruptcy counsel.  The Debtor disclosed $12,212,082
in assets and $10,229,575 in liabilities as of the Chapter 11
filing.

On April 27, 2011, the Court entered an order converting the case
to one under Chapter 7 of the Bankruptcy Code.


CFRI/GREENLAW: Plan Filing Exclusivity Extended to Aug. 19
----------------------------------------------------------
On May 17, 2011, the U.S. Bankruptcy Court for the Central
District of California extended CFRI/Greenlaw Dyer Road, LLC's
exclusivity periods to file a plan of reorganization and gain
acceptances of its plan through and including Aug. 19, 2011, and
Oct. 21, 2011, respectively.

On or before Aug. 19, 2011, the Debtor will serve notice to pre-
petition creditors advising of the bar date.  The date by which
pre-petition creditors will file claims against the estate will be
60 days after the date Debtor's counsel serves notice to said
creditors advising of the bar date.

As reported in the TCR on May 10, 2011, CFRI/Greenlaw Dyer Road,
LLC, asked the Bankruptcy Court to extend its exclusive periods
for filing a Chapter 11 plan and gaining acceptance for that plan
until Aug. 19, 2011, and Oct. 21, respectively, citing that it is
working with U.S. Bank to satisfy their respective obligations
under the Global Settlement Agreement.

On Feb. 22, U.S. Bank and Taylor B. Grant, the receiver sold the
property to a third party in a receiver sale.  Since the sale, the
Debtor and U.S. Bank have been discussing resolution of a number
of amounts owed to pre-petition creditors and U.S. Bank and the
Debtor's respective obligations under the Global Settlement
Agreement with respect thereto.  The ultimate resolution of these
issues will impact any proposed plan to be filed by the Debtor.

                About CFRI/Greenlaw Dyer Road, LLC

Santa Ana, California-based CFRI/Greenlaw Dyer Road, LLC, is a
Delaware limited liability company that was formed on June 25,
2007.  Its principal asset is a commercial building located at
2001 East Dyer Road, Santa Ana, CA 92705, which consists of
approximately 366,471 square feet of industrial space, including
office and data center uses, located on 19.1 acres of land.

CFRI/Greenlaw filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 10-19345) on July 8, 2010.  Howard J.
Weg, Esq., David B. Shemano, Esq., and Lorie Ball, Esq., at
Peitzman, Weg & Kempinsky LLP, in Los Angeles, serve as the
Debtor's bankruptcy counsel.  The Debtor disclosed $30,101,904 in
total assets and $33,610,022 in total liabilities.


COLTS RUN: Wants to Tap Cash Collateral to Pay Professional Fees
----------------------------------------------------------------
Colts Run, L.L.C., asks permission from the U.S. Bankruptcy Court
for the Northern District of Illinois, Eastern Division, to use
certain cash and cash equivalents that serve as collateral for
claims asserted against the Debtor and its property by PNC Bank to
pay certain allowed administrative claims composed of payment for
professional fees.

David K. Welch, Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago, Illinois, relates that the Court has entered orders last
year allowing interim compensation to the Debtor's counsel in the
amount of $93,782, less the firm's prepetition retainer of
$50,000, and to the Debtor's accountants in the amount of $17,792,
less the firm's postpetition retainer of $10,000.

PNC Bank, the Debtor's primary secured creditor, objected to the
payment of the professional fees and sought to impose its default
interest, fees, expenses and other costs upon the Debtor.

Mr. Welch asserts that payment of the allowed interim fees and
expenses to the Debtor's counsel and accountants should be
authorized since the secured interests of the Bank are adequately
protected and the Property has equity.

The Court, in April, determined the value of the Property to be
$23,940,914.  The Debtor's Property is composed of the "Colts Run
Apartments," comprised of 252 residential rental apartment units
located in 21 buildings spread over 13.77 acres of land.  The
Property also comprises a clubhouse and eight garage buildings.

A hearing on the request is scheduled for July 20, 2011, at 10:30
a.m.

                       About Colts Run, LLC

Lake Forest, Illinois-based Colts Run, LLC, owns and operates a
residential apartment project located in Lexington, Kentucky,
known as Colts Run Apartments.  The Company filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Case No. 10-18071) on
April 23, 2010.  David K. Welch, Esq., at Crane Heyman Simon Welch
&
Clar, represents the Debtor in its restructuring effort.  The
Company estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


COMPTON PETROLEUM: Reports $2.47-Mil. First Quarter Net Earnings
----------------------------------------------------------------
Compton Petroleum Corporation reported net earnings of
$2.47 million on $42.70 million of sales revenue for the three
months ended March 31, 2011, compared with net earnings of
$25.22 million on $71.26 million of sales revenue for the same
period during the prior year.

As of March 31, 2011, the Company had $368.98 million in total
facility and notes and $190.21 million in total equity.

Revenue decreased in 2011 compared to 2010 due to reduced
production volumes and natural gas prices.  Average production
volumes were lower quarter-over-quarter due to production
declines, the impact of reduced capital expenditures and the
impact of asset sales completed in 2010.  These factors also
impacted cash flow and net earnings, which was 64% and 90% lower
in the first quarter of 2011 compared to the same period in 2010,
respectively.

Compton will host a conference call and web cast on Monday,
June 6, 2011 at 9:00 a.m. MST (11:00 a.m. EST) to discuss the
first quarter financial and operating results.  The format of the
call will be as a question and answer session for analysts and
investors after a brief summary of results and strategy.  To
participate in the conference call, please contact the Conference
Operator ten minutes prior to the call at 1-888-231-8191 or 1-647-
427-7450.  To participate in the web cast, please visit:
www.comptonpetroleum.com.  The web cast will be archived two hours
after the presentation at the Company's Web site.  For a replay of
this call, please dial: 1-800-642-1687 or 1-416-849-0833 and enter
access code 72047010# until June 13, 2011.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/LKFU0U

                     About Compton Petroleum

Compton Petroleum Corporation is an exploration and production
company.  The Company explores for, develops, and produces oil and
gas in western Canada.  Compton's interests include the areas of
Shekille, Senex, Deep Basin, Rimbey, and Vulcan/Gladys, all in
Alberta, Canada.

The Company's balance sheet at Dec. 31, 2010 showed $1.38 billion
in total assets, $712.29 million in liabilities and
$664.03 million in shareholders' equity.

                          *     *     *

Moody's Investors Service has withdrawn Compton Petroleum's
ratings following the repayment of its rated debt.  Ratings
withdrawn include the 'Caa1' Corporate Family Rating and
Probability of Default Rating, and the 'Caa2' senior unsecured
notes rating.

As reported by the Troubled Company Reporter on Dec. 1, 2010,
Standard & Poor's Ratings Services withdrew its 'B' long-
term corporate credit rating on Compton Petroleum Corp.  At the
same time, Standard & Poor's withdrew its 'B-' senior unsecured
rating and '5' recovery rating on subsidiary Compton Petroleum
Finance Corp.'s US$193.5 million senior unsecured notes.  S&P
withdrew the ratings at the Company's request.


CORRECTIONS CORP: Moody's Raises Sr. Unsecured Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service raised the senior unsecured rating of
Corrections Corporation of America to Ba1 from Ba2 and revised the
outlook to stable from positive. The rating agency believes the
upgrade is warranted given the firm's ability to maintain size and
solid debt protection measures despite critical budgetary pressure
at every level government, representing many of CCA's customers.

RATINGS RATIONALE

According to Moody's, CCA maintains superior liquidity, as
evidenced by over $425 million in annual EBITDA, no payout
requirement (CCA is a C-Corp and does not pay a dividend), no debt
maturities until March 2013 and a $450 million line of credit
(expandable by $300 million and due December 2012) on which $134
million was drawn at March 31, 2011. Importantly, CCA's 5.8x fixed
charge coverage is high for similarly-rated REITs and commercial
real estate firms, as well as for similarly-rated non-bank
corporate firms. As well, CCA maintains total debt at 2.5x EBITDA
scores very strong in comparison with REITs and for corporate
issuers in the same rating category.

Moody's chief concerns with respect to CCA remain low alternative
use for correctional facilities, reliance on the government
appropriations process and budgetary pressures which could lead to
payment delays, contract cancellations or inmate population
declines. Moody's also believe that the presence of headline risk
requires careful public relations management, while legal and
political issues slow or impede private corrections growth in many
states.

The stable ratings outlook reflects Moody's belief that CCA will
fill its unoccupied beds and continue to prudently grow the number
of beds it owns and operates while sustaining fixed charge
coverage above 4.5x and debt less than 3.5x EBITDA. Moody's also
expects that margins-supported by a higher portion of more
profitable wholly-owned beds-will remain above 20% and that
secured debt will remain mostly absent from the balance sheet
while the company maintains its leadership.

Moody's indicated that it would revisit the rating with a positive
bias should CCA continue as the leading owner and operator of beds
in the US adult private corrections industry, with all private
corrections beds continuing to grow as a proportion of all US
corrections beds. Additionally, CCA could also achieve an upgrade
with growth in assets approaching $4 billion coupled with revenues
exceeding $2 billion, without meaningful deterioration in leverage
or coverage levels and with little or no secured debt.

Should CCA sustain total debt 4x or greater than EBITDA or fixed
charge coverage less than 4x, Moody's would likely lower the
rating. Other factors which could create negative ratings pressure
include: managed-only beds in excess of 25% of EBITDA; secured
debt approaching 10% of gross assets; sudden and material loss of
contracts which results in total occupancy loss of 10% or more;
and revenues dropping below $1.5 billion on a trailing 12 months
basis.

These ratings were upgraded with a stable outlook:

   * Corrections Corporation of America -- (P)Baa3 senior secured,
     from (P)Ba1; Ba1 senior unsecured, from Ba2; (P)Ba1 senior
     unsecured shelf, from (P)Ba2; (P)Ba2 senior subordinated
     shelf, from (P)Ba3.

The Moody's last rating action with respect to Corrections
Corporation took place on September 17, 2009 when the Ba2 rating
was affirmed and the rating outlook was revised to positive from
stable.

The principal methodology used in this rating was the Global
Rating Methodology for REITs and Other Commercial Property Firms
published in July 2010.

Corrections Corporation of America (NYSE: CXW) is an owner and
operator of private correction and detention facilities in the
United States. CCA currently operates 66 facilities, including 45
company-owned facilities, with a total design capacity of
approximately 90,000 beds in 19 states and the District of
Columbia. CCA specializes in owning, operating and managing
prisons and other correctional facilities and providing inmate
residential and prisoner transportation services for governmental
agencies.


COTTON 303: Bankruptcy Court Considers Case Dismissal Plea Today
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing today, June 7, 2011, at 10:00 a.m., to consider Cotton
303, LLC's request to dismiss its Chapter 11 case.

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

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

The U.S. Trustee for Region 17 was unable to appoint an official
committee of Unsecured Creditors in the Debtor's case.


CROSS BORDER: Enters Into Separation Agreement with BDR Inc.
------------------------------------------------------------
Cross Border Resources, Inc., entered into a Separation Agreement
and Release with BDR, Inc., on May 31, 2011.  As disclosed in the
Company's Form 8-K filing dated March 24, 2011, the Company and
BDR, Inc., entered into a Consulting Agreement dated March 24,
2011, that began on Jan. 31, 2011, pursuant to which BDR, Inc.,
would provide consulting services to the Company.  As disclosed in
the Company's Form 10-Q filed on May 16, 2011, BDR, Inc., resigned
as a consultant to the Company on April 8, 2011.  The terms of the
Separation Agreement provide for the mutual release of claims by
the Company and BDR, Inc., related to the Consulting Agreement and
certain indebtedness of the Company.  Pursuant to the Separation
Agreement, BDR, Inc., received $90,000, the title to a Company
provided vehicle used by the consultant, and waiver of its
obligation to reimburse the Company for other nominal expenses.
BDR, Inc., forfeited its vested and unvested options granted under
the Consulting Agreement and other agreements with the Company.

A full-text copy of the Separation Agreement and Release is
available for free at http://is.gd/4g0zYp

                    About Cross Border Resources

Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB:
DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas
operator in the state of New Mexico.  The Company is headquartered
in Midland, Texas.

The Company's balance sheet at March 31, 2011, showed $24.91
million in total assets, $11.98 million in total liabilities and
$12.93 million in total stockholders' equity.

As reported in the Troubled Company Reporter on Nov. 23, 2010,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Doral Energy's ability to continue as a going concern
following the Company's results for the fiscal year ended July 31,
2010.  The independent auditors noted that the Company has
negative working capital and recurring losses from operations.


CRYSTAL CATHEDRAL: Plans Bidding Process for Church Property
------------------------------------------------------------
Deepa Bharath at the Orange County Register reports that Marc
Winthrop, Esq., attorney of Crystal Cathedral, told Judge Robert
Kwan that he would soon file a motion specifying the bidding
procedures to help obtain the "highest and best bid for the church
property."

According to the report, last week, the church filed a plan to
come out of bankruptcy.  The plan consisted of selling the
cathedral and surrounding buildings to Greenlaw Partners LLC. and
leasing back the cathedral to the ministry.  After four years, the
ministry would have the right to buy back the cathedral, parking
lots and most other buildings for $30 million.

Greenlaw would build apartments on a portion of the church's
property, according to the plan.  Mr. Winthrop said the developer
is contemplating calling the development Crystal Gardens.
Greenlaw offered to buy the Family Life Center for $16 million and
the cathedral and core church buildings for $30 million.

                   About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church is 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.  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.


CRYSTALLEX INTERNATIONAL: Notified of Amex Panel Appeal Decision
----------------------------------------------------------------
Crystallex International Corporation has been advised by the NYSE
Amex that its May 24, 2011 Appeal of the Exchange's delisting
determination has been denied.  Crystallex has the right to appeal
this decision to the full Committee on Securities, within 15
calendar days, which it intends to do.  The Company understands
that the NYSE Amex will suspend trading of Crystallex shares on
the NYSE Amex while this next Appeal is ongoing. The Company
continues to trade on the TSX Exchange and has been advised by OTC
Markets Group Inc., which operates the world's largest electronic
marketplace for broker-dealers to trade unlisted stocks, that its
securities will be immediately eligible for quotation on the OTCQB
upon the suspension of trading on the NYSE Amex.

The Company is continuing to pursue its objectives of diligently
advancing the arbitration claim against Venezuela, while
proceeding with the sale of equipment, the ongoing evaluation of
opportunities in the mining sector and debt refinancing and
restructuring initiatives.

                  About Crystallex International

Based in Toronto, Canada, Crystallex International Corporation
(TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a
Canadian-based company, which has been granted the Mine Operating
Contract to develop and operate the Las Cristinas gold properties
located in Bolivar State, Venezuela.

The Company reported a net loss of $48.19 million for the year
ended Dec. 31, 2010, compared with a net loss of $313.90 million
during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$51.81 million in total assets, $98.46 million in outstanding
debt, and a $60.62 million shareholders' deficiency.

Crystallex International Corporation confirmed that the auditors'
report received from its independent public accounting firm on its
audited financial statements for the fiscal year ended Dec. 31,
2010, contained a going concern explanatory note.  Crystallex's
Annual Financial Statements were included in Crystallex's Form 40-
F filed with the Securities and Exchange Commission on April 1,
2011.


DAAT ASSET: Files for Chapter 7 Bankruptcy Protection
-----------------------------------------------------
Daily News Los Angeles reports that Daat Asset Management Inc., at
2260 Townsgate Road, Suite 740, in Westlake Village, California,
filed for Chapter 7 protection in San Fernando Valley, California
(Bankr. C.D. Calif. Case No. 11-16110).  The Company reported
assets of $5,800, and debts of $52,804.


DIABLO VILLAGE: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Diablo Village, LLC
        3650 N. Rancho Drive, #104
        Las Vegas, NV 89130-3151

Bankruptcy Case No.: 11-18688

Chapter 11 Petition Date: June 1, 2011

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

Judge: Linda B. Riegle

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM
                  701 E. Bridger Avenue, Suite 120
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

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

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

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nvb11-18688.pdf

The petition was signed by Bradley F. Burns, member of manager.


DUOYUAN PRINTING: To Continue Appeal of NYSE Delisting
------------------------------------------------------
Duoyuan Printing, Inc., previously received a notice on March 28,
2011 indicating that NYSE Regulation, Inc. has determined that the
Company is subject to delisting and that the common stock of the
Company should be suspended prior to the opening on April 4, 2011.
The decision was reached in view of the fact that the Company is a
late filer and was under review by NYSE Regulation in light of the
delay in filing with the Securities and Exchange Commission of its
June 30, 2010 Form 10-K and certain of its fiscal 2011 Form 10-Q
filings.  On April 4, 2011, the Company's stock was suspended from
trading on the NYSE and commenced trading on the over-the-counter
market following the suspension.

On April 11, 2011, the Company requested a review of NYSE
Regulation's determinations.  The Company did not request that the
suspension be lifted pending the appeal.  On May 4, 2011, NYSE
Regulation, Inc. Board of Directors' Committee for Review granted
the Company a hearing date of September 12, 2011.

On May 5, 2011, the Company received a notice from NYSE Regulation
requesting the provision of certain information pursuant to the
Company's listing agreement with the NYSE.  In particular, NYSE
Regulation requested information mainly concerning:

   * details and the status of the Company's internal
     investigation,

   * all documents provided to, collected by or gathered in
     connection with the Company's internal investigation or the
     SEC investigation,

   * copies of all correspondence between the Company and the SEC
     regarding the SEC investigation and copies of all documents
     and information provided or produced to the SEC in connection
     with the SEC investigation,

   * details and the status of the Company's retention of an
     independent auditor,

   * complete biographical data for current members of the Board
     of Directors and the Audit Committee, and

   * a detailed analysis of the Company's current shareholders'
     equity, including any support for the financial and operating
     data disclosed in the Company's March 21, 2011 Form 8-K.

In the May 5 letter, NYSE Regulation also reiterated that it would
continue to monitor the Company's compliance with the other
qualitative and quantitative continued listing standards
applicable to the Company.

The Company in a June 6 statement said it has since provided a
response to NYSE Regulation's May 5 letter as well as responses to
subsequent follow-up requests from NYSE Regulation and its
counsel, including, in part, the Company's assertion of attorney-
client and work product privileges over NYSE Regulation's request
for documents provided to, collected by or gathered in connection
with the Company's internal investigation or the SEC
Investigation.

On May 31, 2011, the Company received a notice from NYSE
Regulation informing the Company that NYSE Regulation has
determined there are additional grounds that render the Company as
no longer suitable for continued listing under Section 802.01 of
the NYSE's Listed Company Manual.  The additional grounds include
determinations that:

    * the Company and/or its management has engaged in operations
which, in the opinion of the NYSE, are contrary to the public
interest and make further dealings or listing of the Company's
common stock on the NYSE inadvisable or unwarranted, which are
based on the circumstances under which the Company (a) terminated
Deloitte after it identified questionable activity and reported
difficulty obtaining information and documentation necessary to
complete its audit, (b) disregarded the opinions of the Company's
former independent directors with respect to terminating Deloitte,
(c) has yet to have retained an independent auditor and has not
presented any evidence to NYSE Regulation that it will be able to
retain one at any time in the near future, and (d) experienced the
resignations of its Chief Financial Officer and two independent
directors (including the chair of the Audit Committee),

    * the Company has failed to provide support for its $50
million stockholders' equity calculation, leading NYSE Regulation
to determine that the Company has failed to observe good
accounting practices in reporting its earnings and financial
position,

    * the Company's responses to the May 5th letter and subsequent
correspondence has failed to comply with its disclosure
obligations to the NYSE under its listing agreement, and

    * the Company has failed to comply with quantitative continued
listing standards.

At this time, the Company intends to continue pursuing the appeal
of NYSE Regulation's determinations.  The Company will address the
allegations raised by NYSE Regulation at a hearing at NYSE's
offices in New York City scheduled on September 12, 2011.

                    About Duoyuan Printing

Duoyuan Printing, Inc. -- http://www.duoyuan.com/-- is a leading
manufacturer of commercial offset printing presses in China.  The
Company combines technical innovation and precision engineering to
offer a broad range of printing equipment and solutions.  Duoyuan
Printing, Inc. has manufacturing and research and development
facilities in Langfang, Hebei Province and Shaoyang, Hunan
Province in addition to a distribution and service network with
over 85 distributors that operate in over 65 cities and 28
provinces in China. Headquartered in Beijing, the Company is one
of the largest non-government owned major offset printing
equipment and solutions providers in China.


DYNASTY DEVELOPMENT: Creditors Wants Reorganization Case Dismissed
------------------------------------------------------------------
Paul Alanis and Jess M. Ravich, creditors and parties-in-interest
in the Chapter 11 case of Dynasty Development Group, LLC, ask the
U.S. Bankruptcy Court for the Southern District of Mississippi to
dismiss the Debtor's case.

The creditors relate that the Debtor's filing for bankruptcy was a
classic bad faith filing in order to grant it some sort of
litigation advantage to avoid its obligations in the civil action.

According to the creditors, the Debtor has:

   -- no list of secured creditors;

   -- only a few unsecured creditors and those creditors appear to
      be insiders; and

   -- one asset - its interest in the Company.

DDJ Capital Management, LLC, as agent for certain lenders party to
ha Third Amended and Restated Loan Agreement dated as of March 18,
2009, supports the motion to dismiss the Debtor's case.

The lender is concerned that the window of opportunity for
maximizing the value of the Company may be lost if its equity
stakeholders are unable to approve a sale as a result of the
Debtor's Chapter 11 filing.

The Court will convene a hearing on June 21, 2011, at 9:00 a.m.,
consider the motions to dismiss the Debtor's case.

               About Dynasty Development Group, LLC

Headquartered in Las Vegas, Nevada, Dynasty Development Group,
LLC, dba Paradise Bay Hotel & Casino filed for Chapter 11
protection (Bankr. S.D. Miss. Case No. 11-50997) on April 29,
2011.  Bankruptcy Judge Katharine M. Samson presides over the
case.  William R. Armstrong, Jr., P.A., represents the Debtor in
its restructuring effort.  The Debtor disclosed $5,221,834 in
assets and $1,775,000 in liabilities as of the Chapter 11 filing.


DYNASTY DEVELOPMENT: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Dynasty Development Group, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of Mississippi its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   $43,000
  B. Personal Property            $5,178,834
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                       $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,775,000
                                 -----------      -----------
        TOTAL                     $5,221,834       $1,775,000

Las Vegas, Nevada-based Dynasty Development Group, LLC, dba
Paradise Bay Hotel & Casino filed for Chapter 11 protection
(Bankr. S.D. Miss. Case No. 11-50997) on April 29, 2011.
Bankruptcy Judge Katharine M. Samson presides over the case.
William R. Armstrong, Jr., P.A., represents the Debtor in its
restructuring effort.


ELITE PHARMACEUTICALS: Trellus Management Has 7.26% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Trellus Management Company, LLC, and its
affiliates disclosed that they beneficially own 17,678,063 shares
of common stock of Elite Pharmaceuticals, Inc., representing 7.26%
of the shares outstanding.  A full-text copy of the regulatory
filing is available for free at http://is.gd/bsgDTy

                     About Elite Pharmaceuticals

Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP)
-- http://www.elitepharma.com/-- is a pharmaceutical firm that
develops and manufactures oral, controlled-release products using
proprietary technology.  Elite developed and manufactures for its
partner, ECR Pharmaceuticals, Lodrane 24(R) and Lodrane 24D(R),
for allergy treatment and expects to launch soon three approved
generic products.  Elite also has a pipeline of additional generic
drug candidates under active development and the Company is
developing ELI-216, an abuse resistant oxycodone product, and ELI-
154, a once-a-day oxycodone product.  Elite conducts research,
development and manufacturing in its facility in Northvale, New
Jersey.

The Company's balance sheet at Dec. 31, 2010, showed
$10.89 million in total assets, $17.46 million in total
liabilities, and $6.57 million in total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern following the Company's results for fiscal year
ended March 31, 2010.  The independent auditors noted that the
Company has experienced significant losses and negative operating
cash flows resulting in a working capital deficiency and
shareholders' deficit.

The Company reported a net loss $8.1 million on $3.3 million of
revenue for the fiscal year ended March 31, 2010, compared with a
net loss of $6.6 million on $2.3 million of revenue for the year
ended March 31, 2009.


EMMIS COMMUNICATIONS: Number of Directors Decreased to Eight
------------------------------------------------------------
The Board of Directors of Emmis Communications Corporation amended
Section 3.2(a) of Emmis' Second Amended and Restated Code of
By-Laws to decrease the number of directors on the Board from nine
to eight, as such number may be increased under Section 2.11(h) of
the Bylaws during any period of time in which the holders of
Emmis' 6.25% Series A Cumulative Convertible Preferred Stock are
entitled to elect two directors to the Board.  This change to the
By-Laws merely conforms the number of directors specified in the
By-Laws to the number of directors currently serving on the Board.

A full-text copy of the Second Amended and Restated Code of
By-laws is available for free at http://is.gd/mDUuz7

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company reported a consolidated net loss of $11.54 million on
$251.31 million of net revenues for the year ended Feb. 28, 2011,
compared with a consolidated net loss of $118.49 million on
$242.56 million of net revenues during the prior year.

The Company's balance sheet at Feb. 28, 2011, showed
$472.47 million in total assets, $474.00 million in total
liabilities, $140.45 million in series A cumulative convertible
preferred stock, $0.01 par value, and a $141.98 million total
deficit.

                           *     *     *

In November 2010, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating and 'Caa3' Probability of Default rating
for Emmis Communications Corporation, as well as its SGL-4
speculative grade liquidity rating.  Operating performance
improved with the economic recovery, but absent debt reduction
with proceeds from an asset sale or equity infusion Emmis will
likely breach its leverage covenant when the covenant suspension
period ends for the quarter ending November 30, 2011, in Moody's
opinion.

Emmis' CFR and PDR incorporate expectations for a covenant breach
in November 2011.  Moody's considers the Company's capital
structure unsustainable, and its operations in the cyclical
advertising business magnify this challenge.  Furthermore, Emmis
relies on two markets, Los Angeles and New York, for approximately
50% of its revenue, although its ownership of stations in top
markets including Chicago as well as NY and LA, support the
rating.

The negative outlook incorporates Moody's expectations that Emmis
will not comply with its maximum leverage covenant when effective
for the quarter ending November 30, 2011.


FABRICATED STEEL: Files for Chapter 7 Liquidation
-------------------------------------------------
Alex Gary at Rockford Register Star reports that Fabricated Steel
Products Inc. filed for Chapter 7 liquidation.  The Company, which
was a subcontractor for the new federal courthouse being completed
in downtown Rockford, Illinois, disclosed $8,500 in assets and
$1,395,889 in debts.


FAIRFAX CROSSING: Amends Plan, to Consolidate Subsidiaries
----------------------------------------------------------
Fairfax Crossing LLC and Fairfax Crossing II LLC filed a second
amended plan of reorganization providing for the substantial
consolidation of the two debtors into one reorganized company.

As of the Effective Date, the members, distributional interest
holder, and managers of Fairfax immediately prior to the Effective
Date will be deemed to be the members, distributional interest
holder, and managers of the Reorganized Debtor without any further
action by any party.  Pursuant to Section 1129(a)(5) of the
Bankruptcy Code, each of Ronald E. Marcus and Christopher B.
Shultz, will continue to hold 50% of the membership interests and
a 33.33% distributional interest in the Reorganized Debtor and the
estate of Terry L. Marcus will continue to hold a 33.33%
distributional interest in the Reorganized Debtor.  Each of Ronald
E. Marcus and Christopher B. Shultz will be a manager of the
Reorganized Debtor.

Claims are classified and will be paid according to this table:

Class   Description                   Treatment
-----   -----------                   ---------
  1     Secured Claim of BB&T         Impaired, Entitled to Vote
                                      Recovery: 100%

  2     Secured Turf Guaranty Claim   Impaired, Entitled to Vote
                                      Recovery: 100%

  3     Secured Claim of Glendwell    Impaired, Entitled to Vote
        and Jo Ann Lloyd              Recovery: 100%

  4     Unsecured Claim of Perry      Impaired, Entitled to Vote
        Engineering                   Recovery: 100%

  5     Unsecured Claims of           Impaired, Entitled to Vote
        Unrelated Parties other       Recovery: 100%
        than Perry Engineering

  6     Unsecured Claims of           Impaired, Entitled to Vote
        Related Parties               Recovery: 100%

  7     Equity Interests              Unimpaired, Not Entitled to
                                         Vote
                                      Recovery: Retain Equity
                                      Interests in Reorganized
                                      Debtor

A full-text copy of the Second Amended Plan, dated May 10, 2011,
is available for free at http://ResearchArchives.com/t/s?7622

Hearing on the confirmation of the Plan was scheduled for May 31,
2011, at 03:00 p.m.

                      About Fairfax Crossing

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

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

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

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


FAST CAR: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------
Daily News Los Angeles reports that Fast Car Towing Inc., at 18418
Vanowen St., in Reseda, California, filed for Chapter 7 protection
in San Fernando Valley (Bankr. C.D. Calif. Case No. 11-15855).


FRE REAL ESTATE: Denied Cash Collateral Use, Seeks Reconsideration
------------------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas denied Fre Real Estate, Inc.'s request
for authority to use cash collateral.

The Debtor owns four separate parcels of real property:

   -- two seven-story office towers located at 1501-1503 and 1505
      1507 LBJ Freeway in Farmer's Branch, Texas 7523;

   -- 4.7 acres of undeveloped land adjacent to Fenton Centre on
      LBJ Freeway;

   -- a 177,805 square foot building in Farmer's Branch, Texas,
      off of Valley View Lane, just east of Mercer Crossing; and

   -- 6.60 acres of vacant land in Mercer Crossing, just off
      Valley View Lane, alongside Whittington.

The Debtor's primary source of income comes from rents generated
from Fenton Centre.

The Debtor is indebted to its mortgage lender, NexBank, in the
amount of approximately $60,400,000.  NexBank's note is
collateralized by Fenton Centre pursuant to a Deed of Trust,
Security Agreement, Assignment of Leases and Rents and Fixture
Filing executed on or about January 19, 2007.

In April, the Debtor filed its motion for authority to use Cash
Collateral.  The Motion acknowledged that rents from the Debtor's
Property are collateral for NexBank's loan and sought a Court
order authorizing the Debtor to use the cash collateral to pay its
operating expenses.  Highland Capital Management, L.P., the
special servicer for NexBank, objected to the Motion.

In a letter ruling, the Court concluded that the documents
governing the NexBank loan create an absolute assignment of rents.
The Court concluded that one sentence in Paragraph 10.1 of the
Deed of Trust required the Court to disregard all other provisions
and hold that the assignment of rents was absolute.  Specifically,
the Court determined that because that sentence contained the word
"notwithstanding," it negates all other language in the Deed of
Trust and must be read in isolation.

The Debtor seeks reconsideration of the Ruling for three reasons:

   (1) The Court's conclusions do not address or otherwise account
       for the plain language in Section 541(a)(6) of the
       Bankruptcy Code, which specifically makes postpetition
       "rents" property of the Debtor's bankruptcy estate, with no
       exception for rents subject to an absolute assignment
       executed by the Debtor prepetition.

   (2) The Court's conclusion is incompatible with the strong
       presumption under Texas law that the parties did not create
       an absolute assignment of rents; a presumption that can
       only be rebutted by "especially clear evidence."  One word
       buried within one section of a 40-page Deed of Trust cannot
       satisfy Highland's evidentiary burden as a matter of law.
       As the Court pointed out in its letter ruling, the Deed of
       Trust is rife with language purporting to create a security
       interest.  Texas substantive law and Texas rules of
       contract construction required the Court to focus on that
       language, rather than one word in one sentence, buried in
       Section 10.1 of the Deed of Trust.  Moreover, because the
       purported absolute assignment is not automatic and self
       executing, Texas law requires that it be construed as a
       lien.

   (3) The Court's conclusion produces an inequitable result.
       Section 541(a)(6) of the Bankruptcy Code and the Texas law
       presumption against absolute assignments of rents are
       specifically designed to prevent rulings based solely on
       linguistic technicalities.  Moreover, the Court's
       conclusion has the practical effect of denying Chapter 11
       relief to all debtors who rely on rents as their principal
       source of income, as mortgage lenders routinely place such
       language in their loan documents.  Because Section 10.1 of
       the Deed of Trust constitutes a "forfeiture clause," the
       Court should not have enforced that provision if the
       document, read as a whole, could be construed in any other
       way.

Highland Capital wants the Debtor's reconsideration motion junked
arguing that the provisions of Paragraph 10.1 are intended to
control the interpretation of the Deed of Trust, as the Court
confirmed by the use of the word "notwithstanding."

The Debtor's reconsideration argument contradicts the controlling
case law of the Fifth Circuit and is merely a desperate attempt to
get a "second bite at the apple," Highland Capital further argued.

                      About FRE Real Estate

Fort Worth, Texas-based FRE Real Estate, Inc., aka Fenton Real
Estate, Inc., owns a commercial real estate complex comprising two
seven-story office towers totaling approximately 696,458 square
feet and two five-level parking garages located at 1501-1503 and
1505-1507 LBJ Freeway in Farmer's Branch, Texas 75234.

FRE Real Estate filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 11-42042) on April 4, 2011.  Robert A. Simon,
Esq., at Barlow Garsek & Simon, LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $70,635,902 in assets
and $66,887,513 in liabilities as of the Chapter 11 filing.

The Debtor intends to recast the mortgage through a plan note with
a longer maturity, at the same interest rate.  Alternatively, the
Debtor may elect to sell the Property in a controlled liquidation.
Because the mortgage grants a lien on the rents and other charges
generated by the Property, NexBank has a lien on the Debtor's
cash.

FRE Real Estate previously filed for Chapter 11 bankruptcy
protection on Jan. 4, 2011 (Bankr. N.D. Tex. Case No. 11-30210).
John P. Lewis, Jr., at the Law Office of John P. Lewis, Jr.,
served as the Debtor's bankruptcy counsel.  Wells Fargo Capital
Finance, a major secured creditor of the Debtor, however, asked
the Bankruptcy Court to dismiss the Debtor's Chapter 11 bankruptcy
case on the grounds that the petition was filed in bad faith.

Bankruptcy Judge Barbara J. Houser agreed to dismiss the case,
acknowledging that there was no "good business justification" for
TCI Texas Properties LLC to transfer 10 properties securing the
Wells Fargo loan to FRE -- and at the same time other affiliates
of TCI transferring numerous properties to FRE -- then later have
FRE file for bankruptcy.  Judge Houser said that absent the "new
debtor syndrome", bankruptcy law would have put each mortgage
lender "substantially in control, if not in complete control."

To date, no committee of unsecured creditors has been appointed.


GENBAND INC: Moody's Downgrades Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded GENBAND Inc.'s corporate
family rating to B3 from B2 and senior secured term to B3 from B2.
The downgrade was based on the below plan financial performance
and cash balances since acquiring the Nortel's CVAS assets in May
2010. The ratings outlook is stable.

RATINGS RATIONALE

GENBAND's B3 rating reflects the company's lower than originally
projected revenue and cash flow since acquiring Nortel's CVAS
business and lower than expected cash balances. The ratings take
into consideration GENBAND's market leading positions in the
carrier grade VoIP equipment market and its well established
customer base though also considers the evolving nature of carrier
network architectures. While much of the heavy lifting of the CVAS
integration is behind them, free cash flow is not expected to be
positive until late in 2011. The ratings could face upward
pressure if the company is able to demonstrate revenue growth and
positive free cash flow (as defined by cash flow from operations
less capital expenditures) in the second half of 2011 and that a
significant increase in profits and cash flow is expected to be
sustained for some time. Backlog levels are currently above prior
year levels and if the company is successful in growing revenues,
debt to EBITDA could fall well below 3x in 2012.

The stable outlook reflects Moody's view that although revenues
are below Moody's original expectations, the company remains a
major player in the carrier VoIP equipment market, booking trends
are encouraging and most of the integration expense of the Nortel
acquisition is behind them.

These ratings were downgraded:

   -- Corporate family rating: to B3 from B2

   -- Probability of default: to B3 from B2

   -- Senior secured term loan due 2015 to B3, LGD3 (47%) from B2,
      LGD3 (45%)

Ratings outlook: stable

All of the senior secured term debt is held at this time by One
Equity Partners, which is the private equity firm that owns
GENBAND.

Moody's most recent communication on GENBAND was April 20, 2010
when Moody's assigned first time ratings. The principal
methodology used in rating Genband was Moody's Global
Communications Equipment Methodology, published in June 2008.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

GENBAND, headquartered in Plano, Texas, is a leading provider of
carrier VoIP equipment.


GENCORP INC: SPH Group Discloses 6.9% Equity Stake
--------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, SPH Group Holdings LLC and its affiliates
disclosed that they beneficially own 4,055,737 shares of common
stock of GenCorp Inc. representing 6.9% of the shares outstanding.
A full-text copy of the regulatory filing is available at no
charge at http://is.gd/e5AG6N

                         About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

The Company's balance sheet at Feb. 28, 2011 showed
$989.60 million in total assets, $1.16 billion in total
liabilities, $4.90 million in redeemable common stock, and
a $182.60 million shareholders' deficit.

                           *     *     *

Standard & Poor's in February 2011 has raised its corporate credit
rating on GenCorp Inc. to 'B' from 'B-'.  S&P also raised its
rating on the company's first-lien secured debt to 'BB-' from 'B+'
and on the subordinated debt to 'CCC+' from 'CCC'.  The recovery
rating on the first-lien secured debt remains unchanged at '1',
and the recovery rating on the subordinated debt remains unchanged
at '6'.  The outlook is stable.

"We are raising its ratings on GenCorp by one notch to reflect the
company's improved liquidity position," said Standard & Poor's
credit analyst Lisa Jenkins.  "The ratings on GenCorp reflect its
highly leveraged capital structure, weak financial performance,
limited diversity, and modest scale of operations compared with
competitors.  Offsetting these challenges to some extent is the
company's good niche positions in aerospace propulsion and solid
backlog.  S&P characterize GenCorp Inc.'s business profile as weak
and its financial profile as highly leveraged."

As reported by the TCR on May 24, 2011, Moody's Investors Service
upgraded the corporate family and probability of default ratings
of GenCorp Inc. to B1 from B2.  The upgrade reflects the Company's
steady improvement to operating results, as a leading niche
supplier of solid and liquid rocket propulsion systems to prime
defense contractors.  Operating margins have grown to above 11%
(inclusive of Moody's standard adjustments) in the most recent
twelve-month period, resulting from growth in defense programs
that GenCorp supplies (THAAD, Aegis, PAC-3) and good cost
controls.  GenCorp's funded backlog has grown steadily over
several years, and is now about 90% of sales.  The level of
backlog provides good forward revenue visibility and compares
favorably with other defense suppliers.


GENERAL GROWTH: Asks for Final Decree Closing 136 Ch. 11 Cases
--------------------------------------------------------------
Pursuant to Section 350 of the Bankruptcy Code and Rule 3022 of
the Federal Rules of Bankruptcy Procedure, GGP, Inc. and its
debtor affiliates ask Judge Allan L. Gropper of the U.S.
Bankruptcy Court for the Southern District of New York to enter a
final decree closing the Chapter 11 cases of 136 Reorganized
Debtors.

A. Group 1 Reorganized Debtors

GGP proposes to close the Chapter 11 cases of 67 Reorganized
Debtors -- Group 1 Reorganized Debtors -- effective on or prior
June 30, 2011:

Closing Debtors                                    Case No.
---------------                                    --------
10190 Covington Cross, LLC                         09-12041
Bay Shore Mall II L.L.C.                           09-12065
Burlington Town Center II LLC                      09-12477
Chico Mall L.L.C.                                  09-12084
Deerbrook Mall, LLC                                09-12094
Fallen Timbers Shops, LLC                          09-12106
Fashion Place Anchor Acquisition, LLC              09-12110
Gateway Crossing L.L.C.                            09-12116
Gateway Overlook Business Trust                    09-12117
GGP Acquisition, L.L.C.                            09-12119
GGP Ivanhoe II, Inc.                               09-12125
GGP Knollwood Mall, LP                             09-12128
GGP Village at Jordan Creek L.L.C.                 09-12029
GGP/Homart Services, Inc.                          09-12132
GGP-Canal Shoppes L.L.C.                           09-12136
GGP-Grandville Land L.L.C.                         09-12140
GGP-Lansing Mall, Inc.                             09-12143
GGP-Maine Mall Holding L.L.C.                      09-12145
GGP-Maine Mall L.L.C.                              09-12144
GGP-Maine Mall Land L.L.C.                         09-12146
GGP-North Point Land L.L.C.                        09-12016
GGP-Pecanland II, L.P.                             09-11991
GGP-Pecanland, Inc.                                09-12151
GGP-Steeplegate, Inc.                              09-12154
Grand Traverse Mall Holding, Inc.                  09-12483
Harborplace Borrower, LLC                          09-12162
Kalamazoo Mall, Inc.                               09-12485
Lakeside Mall Holding, LLC                         09-12181
Mall of Louisiana Land, LP                         09-12192
Mall of the Bluffs, LLC                            09-12194
Mall St. Matthews Company, LLC                     09-12195
Natick Retail, LLC                                 09-12202
NewPark Mall L.L.C.                                09-12204
North Plains Mall, LLC                             09-12205
North Star Anchor Acquisition, LLC                 09-12206
Parcit-IIP Lancaster Venture                       09-12486
Parcity L.L.C.                                     09-12487
Parcity Trust                                      09-12488
Park City Holding, Inc.                            09-12489
PC Lancaster Trust                                 09-12491
PDC-Red Cliffs Mall L.L.C.                         09-12222
Phase II Mall Subsidiary, LLC                      09-12032
Piedmont Mall, LLC                                 09-12225
Providence Place Holdings, LLC                     09-12233
River Falls Mall, LLC                              09-12239
River Hills Land, LLC                              09-12240
River Hills Mall, LLC                              09-12241
Rouse-Oakwood Shopping Center, LLC                 09-12259
Rouse-Phoenix Theatre Limited Partnership          09-12011
Rouse-Portland, LLC                                09-12264
Running Brook Business Trust                       09-12475
Silver Lake Mall, LLC                              09-12271
St. Cloud Mall Holding L.L.C.                      09-12281
Stonestown Shopping Center Holding L.L.C.          09-12479
Stonestown Shopping Center L.L.C.                  09-12282
Summerlin Corporation                              09-12285
The Hughes Corporation                             09-12177
The Rouse Company at Owings Mills, LLC             09-12244
The Rouse Company BT, LLC                          09-12036
The Rouse Company of Florida, LLC                  09-12245
Two Arizona Center, LLC                            09-12295
Valley Hills Mall, Inc.                            09-12299
Ward Gateway-Industrial-Village, LLC               09-12312
White Marsh Mall Associates                        09-12001
White Marsh Mall, LLC                              09-12317
White Marsh Phase II Associates                    09-12002
White Mountain Mall, LLC                           09-12318

B. Group 2 Reorganized Debtors

GGP asks Judge Gropper to close the Chapter 11 cases of any of 69
Reorganized Debtors -- Group 2 Reorganized Debtors -- that
settles, disallows or otherwise resolves any remaining open
claims in its Chapter 11 case on or prior to June 30, 2011, so
that no claims would remain active in its Chapter 11 case as of
June 30, 2011:

Closing Debtors                                    Case No.
---------------                                    --------
10 CCC Business Trust                              09-12457
10000 Covington Cross, LLC                         09-12324
20 CCC Business Trust                              09-12458
30 CCC Business Trust                              09-12459
Apache Mall, LLC                                   09-12054
Baltimore Center Associates Limited Partnership    09-12006
Bellis Fair Partners                               09-11968
Boulevard Associates                               09-12074
Cache Valley, LLC                                  09-12079
Capital Mall L.L.C.                                09-12462
Chapel Hills Mall L.L.C.                           09-12082
Chula Vista Center, LLC                            09-12085
Columbia Mall L.L.C.                               09-12089
Coronado Center L.L.C.                             09-12090
Country Hills Plaza, LLC                           09-12093
Eagle Ridge Mall, L.P.                             09-12097
Eden Prairie Mall L.L.C.                           09-12101
Faneuil Hall Marketplace, LLC                      09-12108
Fashion Place, LLC                                 09-12109
GGP Jordan Creek L.L.C.                            09-12028
GGP Kapiolani Development L.L.C.                   09-12127
GGP Natick Residence LLC                           09-12129
GGP-Brass Mill, Inc.                               09-12134
GGP-Gateway Mall L.L.C.                            09-12467
GGP-Grandville L.L.C.                              09-11971
GGP-Moreno Valley, Inc.                            09-12147
GGP-Newgate Mall, LLC                              09-12148
GGP-North Point, Inc.                              09-12150
GGP-UC L.L.C.                                      09-12156
Harbor Place Associates Limited Partnership        09-12009
Howard Hughes Properties V, LLC                    09-12173
Kapiolani Condominium Development, LLC             09-12178
Lakeview Square Limited Partnership                09-12183
Lancaster Trust                                    09-12473
Lockport L.L.C.                                    09-11966
Mondawmin Business Trust                           09-12474
Northgate Mall L.L.C.                              09-12209
Owings Mills Limited Partnership                   09-12217
Park Mall L.L.C.                                   09-12219
Park Square Limited Partnership                    09-12022
Parkside Limited Partnership                       09-12021
Parkview Office Building Limited Partnership       09-12020
PDC Community Centers L.L.C.                       09-12220
PDC-Eastridge Mall L.L.C.                          09-12221
Pine Ridge Mall L.L.C.                             09-12227
Pioneer Office Limited Partnership                 09-12228
Pioneer Place Limited Partnership                  09-12229
Ridgedale Center, LLC                              09-12237
Rio West L.L.C.                                    09-12238
Rogue Valley Mall L.L.C.                           09-12242
Rouse Providence LLC                               09-12252
Rouse-Arizona Retail Center Limited Partnership    09-12012
Rouse-Phoenix Corporate Center Limited Partnership 09-12262
Sierra Vista Mall, LLC                             09-12269
Sikes Senter, LLC                                  09-12270
South Shore Partners, L.P.                         09-11993
Southwest Plaza L.L.C.                             09-12278
St. Cloud Mall L.L.C.                              09-12033
The Burlington Town Center LLC                     09-12025
The Village of Cross Keys, LLC                     09-12306
Town Center East Business Trust                    09-12476
Town East Mall, LLC                                09-12288
Tracy Mall Partners, L.P.                          09-12290
Tysons Galleria L.L.C.                             09-12297
VCK Business Trust                                 09-12301
Victoria Ward Entertainment Center L.L.C.          09-12303
Victoria Ward, Limited                             09-12304
Ward Plaza-Warehouse, LLC                          09-12313
White Marsh General Partnership                    09-12000

Because the full list of the Group 2 Reorganized Debtors will not
be known until June 30, 2011, GGP proposes to file, on or before
July 8, 2011, the final list of the Group 2 Reorganized Debtors
whose Chapter 11 cases were fully administered on or before
June 30, 2011.

The Reorganized Debtors also propose to leave open the Chapter 11
cases of any remaining Reorganized Debtor whose case is not fully
administered on or before June 30, 2011.

On March 31, 2011, the Court entered a final decree closing the
Chapter 11 cases of 128 reorganized debtors.  As a result, 260
Reorganized Debtors' Chapter 11 cases remain open.

As of June 3, 2011, the claims asserted against the Group 1
Debtors had been settled, resolved, disallowed and expunged so
that no additional administration in those Reorganized Debtors'
cases, Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP,
in New York, tells Judge Gropper.  In addition, GGP expects to
finally administer the claims asserted against the Group 2
Reorganized Debtors, she discloses.

Ms. Goldstein tells the Court that the Chapter 11 cases of the
Group 1 Reorganized Debtors and the Group 2 Reorganized Debtors
have been "fully administered" or will have been fully
administered on or prior to June 30, 2011 within the meaning of
Section 350 of the Bankruptcy Code, and the Project Debtors'
Joint Plan of Reorganization and the TopCo's Third Amended Joint
Plan of Reorganization have been substantially consummated within
the meaning of Section 1101(2) of the Bankruptcy Code, making it
appropriate for the Court to enter a final decree closing those
cases.  Indeed, the confirmation orders entered with respect to
the Confirmed Plans have become final and non-appealable, she
points out.

Ms. Goldstein asserts that the factors set forth in the Advisory
Committee Note to Rule 3022 of the Federal Rules of Bankruptcy
Procedure have been satisfied with respect to each of the Closing
Debtors' reorganization cases, namely:

  * the Reorganized Debtors have emerged from Chapter 11 as
    reorganized entities;

  * all property proposed to be transferred pursuant to the
    Confirmed Plans has been transferred;

  * the Reorganized Debtors have assumed the business and
    management of the property dealt with by the Confirmed
    Plans; and

  * allowed and undisputed payments required under the Project
    Debtor Plan are completed or substantially underway with
    respect to the TopCo Plan.

The Court will consider the Reorganized Debtors' request on
June 23, 2011.  Objections are due no later than June 17.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

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


GENERAL GROWTH: May Spin-Off Properties in $1.8-Bil. Deal
---------------------------------------------------------
General Growth Properties, Inc., ("New GGP") is considering
spinning off three dozen of its less lucrative properties in a
deal potentially valued at $1.8 billion, according to people
familiar with the matter, Kris Hudson of The Wall Street Journal
reports.

The spin-off is being discussed by New GGP's management and has
not yet received approval from the company's board, the people
said, according to Mr. Hudson.  If the Company follows through,
it would conduct a rights offering, giving the shareholders
option to buy stock in the spin-off company at a set price, Mr.
Hudson relates.  He adds that the company would then backstop the
offering by purchasing any unsold shares.

A separate report by Ilaina Jonas of Reuters relates that New GGP
will place the properties to be spun off into a real estate
investment trust, according to two sources familiar with the
plans.  Eastdil Securities is handling the deal, according to
Reuters' sources.

The assets going into the REIT consist of neighborhood strip
malls, office properties, and weaker regional malls the company
has planned to sell or return to lenders, the Reuters sources
said.

News on the spin-off sent the company' shares, which had been up
0.6%, down 1.6% to close at $16.23 on the New York Stock
Exchange, according to the Reuters report dated June 3, 2011.

"GGP has publicly said we will pare our portfolio to our core
properties.  No final decision has been made nor will it be until
we explore all viable options," GGP spokesperson David Keating
said in an e-mailed statement, Reuters relays.

A REIT is a real estate-linked company that can avoid paying U.S.
corporate income taxes if it distributes at least 90% of its
taxable income to shareholders, Reuters relates.  It is unclear
whether the REIT to be created by New GGP would be publicly
traded, Reuters says.

The Journal recalled that since its emergence last November, the
mall owner spun off several properties as Howard Hughes Corp.
The Company also announced its plans to forfeit up to 11 malls to
its lenders and to sell 19 malls, leaving in its portfolio about
150 of its strongest malls, the report notes.

The spin-off, if completed, would happen in lieu of GGP selling
the 19 malls, The Journal states.  The exact composition or
number of malls in the spinoff is not yet set, The Journal
relates.

GGP's "unexpected step may have resulted from an inability to get
desired pricing on its non-core assets," Benjamin Yang, analyst
at Keefe, Bruyette & Woods, wrote in a report distributed to his
firm's clients on June 3, the Journal relays.  "We also believe
pricing for (lesser) quality malls has been all over the map in
recent months, and the market demand may not have been as deep as
previously thought."

According to the Journal, the company's not regularly selling its
weaker malls in the years before its 2009 bankruptcy filing, left
it with several properties that are generating sales far below
the industry average.  Indeed, New GGP owns 21 malls generating
annual sales per square foot of less than $300, according to
Green Street Advisors, The Journal relays.  The industry average
is $351, the report notes.

Reuters adds that GGP owned more than 180 malls.  New GGP Chief
Executive Officer Sandeep Mathrani in April said he planned to
trim that number to 150, Reuters notes.  GGP now owns about 169
malls, the report adds.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

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


GENERAL GROWTH: Court OKs $199-Mil. in Professional Fees
--------------------------------------------------------
Bankruptcy Judge Allan Gropper granted the final fee applications
of 23 professionals in the Chapter 11 cases of GGP, Inc., formerly
known as General Growth Properties, Inc., and its debtor
affiliates for the fee period from April 16, 2009 to November 30,
2010.

The Allowed Fees for the Final Fee Period total $199,300,236 and
the Allowed Expenses for the same fee period total $6,094,688.

The awarded professionals are Akin Gump Strauss Hauer & Feld LLP;
AlixPartners, LLP; Assessment Technologies Ltd; Bracewell &
Giuliani; Cantor Fitzgerald & Co.; Cushman & Wakefield, Inc.;
Deloitte & Touche LLP; Deloitte Tax LLP; Epiq Bankruptcy
Solutions, LLC; Ernst & Young LLP; Grant Thornton LLP; Halperin
Battaglia Raicht, LLP; Hewitt Associates LLC; Houlihan Lokey
Howard & Zukin Capital, Inc.; Hughes Hubbard & Reed LLP; Jenner &
Block LLP; Kirkland & Ellis LLP; KPMG LLP; Miller Buckfire & Co.;
LLC; PricewaterhouseCoopers LLP; Saul Ewing LLP; The Weitzman
Group, Inc.; and Weil Gotshal & Manges LLP.

The Reorganized Debtors will release, to the extent of any award
granted pursuant to this order, any outstanding fee holdbacks
imposed in these Chapter 11 cases.

Judge Gropper stated that several of the Professionals agreed to
certain reductions with respect to the first interim
applications, which were reflected in the First Interim Fee Order
dated March 26, 2010.  The final and expense figures set forth in
the fees and expenses sought already incorporate the reductions
taken by the Professionals and approved by the Court pursuant to
the First Interim Fee Order, Judge Gropper acknowledged.

A schedule of the amounts approved by the Court pursuant to the
First Interim Fee Order is available for free at:

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

Judge Gropper noted that the Allowed Fees reflect voluntary
reductions, where applicable, per discussions with the Fee
Committee and as reflected in the Fee Committee Report.

Certain professionals agreed to lump-sum reductions in their
requested fees and expenses, and the Fee Committee agreed it was
unnecessary to allocate the reduction between fees expenses.
Thus, the fees awarded to these professionals reflect the entire
lump-sum reduction agreed by each of the professionals and the
Fee Committee:

  Firm                          Fees Awarded
  ----                          ------------
  Akin Gump                      $15,254,474
  Bracewell & Giuliani            $1,429,760
  Ernst & Young                   $1,300,667
  Weil Gotshal                   $53,522,595

Judge Gropper also acknowledged that Weil Gotshal's requested
fees of $54,652,445 reflects the firm's revised request, which
was communicated to the Fee Committee but not otherwise
incorporated into an amended application.

The fees awarded to Kirkland & Ellis, totaling $26,112,484,
incorporates a $7,276 reduction in fees that was not disclosed in
the firm's application.

The bankruptcy judge explained that the $2,050,000 in fees and
$10,159 in expenses awarded to Cantor Fitzgerald, and the
$5,259,267 in fees and expenses totaling $128,482 awarded to Saul
Ewing, do not include the fee enhancements sought by the firms,
which requests will be heard separately by the Court.

Judge Gropper further stated that Saul Ewing's requested expenses
totaling $129,482 include a final expense request of $11,948,
representing final expense reimbursement requests of the Official
Committee of Equity Security Holders' members.

A chart of the Court-approved Fees and Expenses is available for
free at http://bankrupt.com/misc/ggp_AllowedFinalFees.pdf

Judge Gropper separately awarded, on a final basis, UBS
Securities LLC fees totaling $18,070,967 and expenses totaling
$139,735 for the period from December 16, 2009 to October 21,
2010.

              Saul Ewing Defends Fee Enhancement

"The fact that many contributed to an exemplary and largely
consensual Chapter 11 effort and deserved commendation for doing
so does not, as the Reorganized Debtors and the U.S. Trustee for
Region 2 suggest, preclude one of the participants from seeking a
fee enhancement if warranted as Saul Ewing believes it is for the
relatively nominal amount it seeks," John J. Jerome, Esq., at
Saul Ewing LLP, in New York, argues.

Mr. Jerome asserts that it is irrelevant in considering the
merits of Saul Ewing's request that no other law firm has sought
a fee enhancement and none of the authorities on the subject of
fee enhancements suggests otherwise.  What is highly relevant is
that major creditors and equity holders of GGP during the
reorganization process and key Investors in the Company support
Saul Ewing's Fee Enhancement request, he contends.

Saul Ewing believes that its $975,000 Fee Enhancement request is
relatively modest in a case in which in excess of $220 million in
fees are sought to be awarded, billions of dollars were paid to
creditors and Saul Ewing made a critical contribution to the
recovery for equity, as recognized by key equity holders, Mr.
Jerome insists.  This circumstance is exactly the rare and
exceptional result for which fee enhancement awards should be
reserved, he maintains.

In support of Saul Ewing's fee enhancement and Cantor
Fitzgerald's success fee, Marshall Eisenberg, president of
General Trust Company; Roy J. Katzovicz, chief legal officer of
Pershing Square Capital Management L.P.; Joshua J. Angel, counsel
to Fairholme Capital Management, LLC; Steven H. Shepsman, chair
of the Official Committee of Equity Security Holders; and Mr.
Jerome filed separate declarations.

Mr. Eisenberg stated that the Equity Committee's legal
professionals, including Saul Ewing and Cantor Fitzgerald
encouraged the involvement of Fairholme Capital Management, LLC
to commit $2.7 billion as one of the three cornerstore Investors.
"This commitment ensured sufficient funds would be available to
pay unsecured creditors, in full, under the Cornerstone
Investors-sponsored Plan," he pointed out.

Mr. Eisenberg related that Cantor helped the Equity Committee in
assisting the Company to re-engage with Simon Property Group,
Inc., which resulted in an improved Simon proposal from $9 to $15
per share.  Saul Ewing and Cantor also advocated for improved
governance practices at GGP and The Howard Hughes Corporation and
for significant improvements in the separation documents for
THHC, he added.

Mr. Katzovicz said the Equity Committee supported Pershing
Square's initiative to counter the Simon Offer with a $2.5
billion bid from Brookfield Asset Management Inc. and a
recapitalization commitment of $1.1 billion from the Pershing
Square Funds.  He recognized that the Equity Committee and its
advisors were instrumental in keeping Simon engaged in bidding
and fostered a competitive process, which the Equity Committee
and its professionals used to negotiate improvements in equity's
favor under the Investment Agreements.

Joshua J. Angel, Esq., at Herrick, Feinstein, LLP, counsel to
Fairholme, told Judge Gropper that Mr. Jerome of Saul Ewing
smoothed the way for the subsequent meetings between Fairholme
and Pershing Square.  As a consequence of those meetings with
Pershing Square, Fairholme decided to invest $2.7 billion in
GGP's stand-alone plan, Mr. Angel said.

Mr. Shepsman stated that Saul Ewing and Cantor contributed to
equity's recovery in significant and quantifiable ways not
anticipated and not reflected in the compensation arrangements
approved for Saul Ewing and Cantor.  The critical participation
of the Equity Committee's advisors, including Cantor, in the
Bidding Procedures process helped to assure that billions of
dollars in equity were preserved for equity's benefit and that a
$15 per share floor price was set, subject to further upward
market adjustment, instead of what would have been a premature
acceptance or a lock-in of a low-ball $9 per share offer by
Simon, emphasized.

Mr. Jerome stated, "My timely meeting with Fairholme at a
critical junction in the emerging competitive process encouraged
Fairholme to consider GGP's stand-alone Plan and to meet with
Pershing Square, instead of joining with Simon."  Upon filing of
the Cornerstone Investor sponsored Plan, Saul Ewing and Cantor
worked closely with Pershing Square and the Company and their
professionals in obtaining a non-staggered board and best
governance provisions in the newly-proposed charters and bylaws
of New GGP and THHC, which enhanced market value for these
entities, he related.

Mr. Jerome disclosed that when hiring a financial advisor to the
Equity Committee, he asked Cantor to agree to a fee of $2.050
million, hoping that its role in advising the Equity Committee
would be relatively limited.  However, it was understood that
Cantor would apply for a success fee at the end of the
Reorganized Debtors' Chapter 11 cases, if justified, he pointed
out.  The areas in which Cantor provided creative solutions,
included, providing advice on the capital raise and structure,
improving the corporate governance of GGP and THHC, and working
closely with the Equity Committee counsel and GGP to protect the
interests of THHC, he stated.

Mr. Jerome filed with the Court an amended declaration, which is
substantially similar to his original declaration dated
May 20, 2011.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

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


GEORGIA GULF: S&P Ups Corp. Credit Rating to B+; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Georgia Gulf Corp. to 'B+' from 'B'. The outlook is
positive. At the same time, Standard & Poor's raised its issue-
level rating on the company's existing senior secured debt to
'B+' from 'B'. The recovery rating on the senior secured debt
remains '3', indicating the expectation for meaningful (50%-70%)
recovery in the event of a payment default. Standard & Poor's
raised its ratings on the company's senior subordinated notes to
'B-' from 'CCC+'. The recovery ratings on the notes remain '6',
indicating the expectation for negligible (0%-10%) recovery in the
event of a payment default.

"The upgrade reflects improvement in the company's operating
performance and debt measures, as well as our expectation that
Georgia Gulf will be able to at least maintain its improved credit
metrics in the future," said Standard & Poor's credit analyst Paul
Kurias.

"The positive outlook reflects our view that the company's credit
quality has the potential to improve modestly because of current
gradual economic growth."

The company lowered its debt partially via a debt restructuring in
2009 that included a debt for equity exchange. More recently,
lower interest costs contributed to the improvement in credit
metrics. Better operating performance, including increased sales
as a result of volume gains and margin improvement, have supported
stronger EBITDA.

Standard & Poor's expects operating performance to continue to
improve, albeit gradually, given its outlook for a gradual
recovery in the economy and still-weak housing market, a key
source of demand for the company. Still, demand for the company's
products remains susceptible to cyclical downturns while operating
performance is vulnerable to large supply additions by
competitors. In addition, a recent increase in PVC exports, which
has offset weakness in domestic demand, depends at least partly on
favorable ethylene prices and exchange rates.

Georgia Gulf is an integrated producer of PVC building and home
improvement products, PVC resin, and aromatic chemicals, with
annual revenue of nearly $3 billion as of March 31, 2011. The
company also sells caustic soda, a co-product resulting from its
backward integration into chlorine, which is used in PVC
production. Georgia Gulf is among the top four producers of PVC in
the domestic market.


GIORDANO'S ENTERPRISES: Trustee Taps Popowcer as Accountants
------------------------------------------------------------
Philip V. Martino, the duly appointed Chapter 11 trustee in the
bankruptcy cases of Giordano's Enterprises, Inc., et al., asks the
U.S. Bankruptcy Court for the Northern District of Illinois to
retain Lois West and the firm of Popowcer Katten, Ltd. as his
accountants.

West and Popowcer will provide the trustee with general accounting
services and tax services necessary to comply with federal, state,
and local tax laws and regulations.

The trustee relates that the hourly rates for Popowcer's
professionals range from $120 to $290.

To the best of Trustee's knowledge, West and Popowcer are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                  About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino is the duly appointed Chapter 11 trustee in the
Debtors' bankruptcy cases.


GIORDANO'S ENTERPRISES: Trustee Taps Quarles & Brady as Counsel
---------------------------------------------------------------
Philip V. Martino, the Chapter 11 trustee in the bankruptcy cases
of Giordano's Enterprises, Inc., et al., asks the U.S. Bankruptcy
Court for the Northern District of Illinois for permission to
retain Quarles & Brady LLP as his general bankruptcy counsel.

Christopher Combest, and the other attorneys and paraprofessionals
associated with Q&B will represent the trustee in all phases of
the Debtors' Chapter 11 case.

To the best of the trustee's knowledge, Q&B is a "disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.

Q&B can be reached at:

         Christopher Combest, Esq.
         QUARLES & BRADY LLP
         300 N. LaSalle Street, Suite 4000
         Chicago, IL 60654
         Tel: (312) 715-5000
         Fax: (312) 632-1727
         E-mail: christopher.combest@quarles.com

                  About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino is the duly appointed Chapter 11 trustee in the
Debtors' bankruptcy cases.


GIORDANO'S ENTERPRISES: Trustee Taps William Blair as Inv. Banker
-----------------------------------------------------------------
Philip V. Martino, the duly appointed Chapter 11 trustee in the
bankruptcy cases of Giordano's Enterprises, Inc., et al., asks the
U.S. Bankruptcy Court for the Northern District of Illinois to
retain William Blair & Company, L.L.C. as his investment banker
and Hilco Real Estate, LLC, as his real estate advisor.  The
trustee also asks authorization that certain documents ancillary
to that retention to be filed under seal.

The Trustee will retain Blair and Hilco to advise in connection
with: (a) an M&A Transaction, and (b) a Lease Transaction.

   a. An M&A Transaction is a transaction involving, among other
      things: (a) an acquisition, merger, consolidation or other
      transaction with another party through which any assets of
      the Company are, directly or indirectly, combined with or
      transferred to another party outside the ordinary course of
      business; (b) the acquisition, directly or indirectly, by a
      buyer or buyers of equity interests or options, or any
      combination thereof constituting a majority or controlling
      portion of the stock of the Company or possessing a majority
      or controlling portion of the voting power of the Company;
      and (c) any other purchase or acquisition, directly or
      indirectly, by a buyer or buyers of a majority or
      controlling portion of the securities or other interests of
      the Company (through, merger, sale, exchange or otherwise).

   b. A Lease Transaction is referred to as a transaction, at the
      Company's direction, regarding a real property lease of the
      Company providing for a rent reduction, term shortening, or
      non-economic modifications, or extensions or new leases on
      owned property.

Blair and Hilco will perform these services in connection with a
Possible Transaction as the Company may reasonably request:

   a. familiarize themselves to the extent they deem appropriate
      with the business, operations, financial condition and
      prospects of the Company;

   b. prepare an analysis of strategic alternatives and recommend
      the strategy intended to achieve the optimal outcome for the
      Company; and

   c. report to and participate in discussions with the Company's
trustee concerning each possible transaction;

As consideration for the services to be provided Blair and Hilco
will receive:

   1. A monthly fee in the amount of $75,000.

   2. Upon the consummation of an M&A Transaction, Blair will be
      paid a fee:

     Incremental Aggregate
     Consideration
     (in millions)                            Fee
     --------------------                     ----

$0 up to but not including $25   0.00% of Aggregate Consideration
                                 in such range

$25                              1.50% of Aggregate Consideration

More than $25, up to
but not including $35            3.00% of Aggregate Consideration
                                 in such range

$35 up to                        3.50% of Aggregate Consideration
but not including $45            in such range

$45 up to                        5.50% of Aggregate Consideration
but not including $55            in such range

$55 and above                    6.00% of Aggregate Consideration
                                 in such range

   3. Lease Transaction:

      i. Rent Reductions: 5% of any lease savings achieved
         with respect to any leases successfully renegotiated;

     ii. Term Shortening: 1.75% of the gross lease savings
         secured over any shortened term;

    iii. Non-Economic Modifications: $1,500 per lease;

     iv. Other: a fee equal to the greater of (i) $10,000 or (ii)
         3% of the projected base rent payable over the term
         of a lease extension new lease executed on an owned
         property.

   4. Process Break. Upon a voluntary termination of Blair's
      engagement by the Company in writing, the Company will pay
      to Blair a fee with respect to any Secured Debt Transaction
      in an amount less than the fees that would otherwise be
      payable under the Engagement Agreement, and as to the extent
      agreed to in writing between Blair and the Company on the
      date hereof.

                  About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino is the duly appointed Chapter 11 trustee in the
Debtors' bankruptcy cases at the behest of the U.S. Trustee.  Mr.
Martino filed a $3,000,000 bond.


GIORDANO'S ENTERPRISES: Trustee Taps William Dart for Tax Appeals
-----------------------------------------------------------------
Philip V. Martino, the duly appointed Chapter 11 trustee in the
Chapter 11 cases of Giordano's Enterprises, Inc., et al., asks the
U.S. Bankruptcy Court for the Northern District of Illinois for
permission to retain the firm of William Dart, LLC, as his special
counsel for the purpose of prosecuting two real estate tax
appeals.

Prepetition, WD was retained by Debtors to prosecute two certain
real estate tax appeals in Illinois, which work includes, but is
not necessarily limited to, seeking reductions in the assessed
value of the properties at issue and pursuing claims for real
estate tax refunds, in connection properties owned by Debtors and
located at 9411-15 W. Higgins Road in Rosemont Illinois, and at
740 N. Rush Street, in Chicago, Illinois.

The trustee proposes to retain William E. Dart (a non-attorney),
attorney George Cahill.  WD will receive compensation on a
contingency basis, with WD'S fee to be a percentage of the amount
of tax savings achieved or tax refund obtained for the Debtors.
WD agreed to cap its fee with regard to any reduction in the 2010
assessed valuation for the rush property (Parcel No. 17-10-101-
013) obtained from the Assessor or the Board of Review at $15,000.

Moreover, to the extent WD obtains tax refunds for the Debtors'
estates with regard to the rush property, payment will not be due
WD until the amount of any refund has been received by the trustee
in immediately available funds.

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

                  About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino is the duly appointed Chapter 11 trustee in the
Debtors' bankruptcy cases.


GIORDANO'S ENTERPRISES: Amends DIP Loan Pact Amount to $3.5-Mil.
----------------------------------------------------------------
Philip V. Martino, the duly appointed and serving Chapter 11
trustee for the estates of Giordano's Enterprises, Inc., and its
debtor affiliates, asks the U.s. Bankruptcy Court for the Northern
District of Illinois, Eastern Division, to approve further
amendments to the DIP Loan Agreement with Fifth Third Bank.

Among other things, the DIP Loan Agreement is amended to increase
the maximum amount of the loans to be made by Fifth Third Bank
from $2,500,000 to "$3,500,000, plus, in DIP Lender's discretion,
such other amounts to the extent necessary to repay interest,
fees, costs and other charges payable to DIP Lender hereunder and
to enable Borrowers to pay the 'Carveout' required and defined
under the Final Financing Order."

According to Christopher Combest, Esq., at Quarles & Brady LLP, in
Chicago, Illinois, says the increase in the amount of the DIP
Revolver Commitment is necessary in order for the Trustee to pay
administrative expenses on an ongoing basis and, thus, to preserve
the going concern value of the Debtors' estates.

Under the DIP Loan Agreement, the Borrowers are required to cause
the performance and delivery of certain items relating to the
retention of an investment banker and a process for the sale of
assets, on or before specified dates.

The Trustee and Fifth Third Bank decided to extend the deadlines
for the Sale Covenants:

   May 31, 2011   -- Borrowers will obtain one or more Bankruptcy
                     Court orders approving the retention of a
                     nationally recognized investment banker

   June 10, 2011  -- Investment Banker will distribute a
                     memorandum to notify and generate interest
                     among potential purchasers with respect to a
                     sale of all or substantially all of the
                     Debtors' assets and businesses as going
                     concerns

   June 14, 2011  -- Investment Banker will establish a
                     substantially complete data room

   June 24, 2011  -- Investment Banker will distribute an offering
                     memorandum regarding Borrowers' assets and
                     businesses to potential purchasers

   July 12, 2011  -- Borrowers will have delivered to DIP Lender
                     one or more letters of intent or other
                     written indications of interest from
                     prospective purchasers regarding the Sale

   July 26, 2011  -- Borrowers will have delivered to DIP Lender a
                     form of asset purchase agreement to be
                     proposed by Borrowers to potential purchasers
                     to govern the Sale

   Aug. 5, 2011   -- Borrowers will file one or more sale motions
                     or a joint plan of reorganization with the
                     Bankruptcy Court seeking approval of the Sale
                     and seeking approval of bidding procedures
                     acceptable to DIP Lender

   Aug. 22, 2011  -- Borrowers will obtain one or more Bankruptcy
                     Court orders approving the procedures for the
                     Sale

   Sept.7, 2011   -- Borrowers will conduct one or more
                     auctions for the sale of all or substantially
                     all of the Borrowers' assets

   Sept. 14, 2011 -- Borrowers will obtain one or more orders
                     of the Bankruptcy Court approving the sale of
                     all or substantially all of the Borrowers'
                     assets

   Sept. 23, 2011 -- Borrowers will consummate one or more
                     sales of substantially all of the Borrowers'
                     assets

In line with the amendments to the DIP Loan Agreement, Trustee
also asks the Court to amend the Final Cash Collateral and DIP
Financing Order to reflect the increase in the amount of the DIP
Revolver Commitment, the change in the dates of the Sale
Covenants, and the other changes.

Fifth Third Bank has also agreed to an amendment to the Final Cash
Collateral/DIP Financing Order to provide a Carveout for (a) the
Trustee, (b) Quarles & Brady LLP, as counsel to the Trustee, and
(c) Blair and Hilco as Carveout Professionals.

                  About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises estimated assets and
debts of $0 to $50,000 in its Chapter 11 petition.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.


GRAMERCY PARK: StabFund Given Go Signal to Foreclose NY Property
----------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York, at the request of StabFund (USA), Inc.,
lifted the automatic stay to allow StabFund to take all steps
necessary in connection with the foreclosure action it filed
against Gramercy Park Land LLC.  Judge Peck also lifted the
automatic stay to allow StabFund to pursue the judgment of
foreclosure and sale respecting Gramercy Park's property,
including, without limitation, completing its pending foreclosure
sale of the property and any subsequent proceedings to evict or
remove the Debtor from the property and liquidation of any
deficiency claim remaining after completion of the foreclosure
action.

                        About Gramercy Park

New York-based Gramercy Park Land, LLC, filed for Chapter 11
bankruptcy protection on March 29, 2011 (Bankr. S.D.N.Y. Case No.
11-11385).  Avrum J. Rosen, Esq., at The Law Offices of Avrum J.
Rosen, PLLC, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates LT 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11-
11386) and NK 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11-
11387) simultaneously filed separate Chapter 11 petitions on
March 29, 2011.


GREAT ATLANTIC: Forges New Deal With C&S Wholesale Grocers, Inc.
----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. will enter into a
new supply and logistics agreement with its principal wholesale
supplier, C&S Wholesale Grocers, Inc., pending approval of the
U.S. Bankruptcy Court for the Southern District of New York.

The Company estimates the revised contract will generate a run-
rate of more than $50 million in annual savings, which will be
realized in cash beginning upon the Company's emergence from
Chapter 11 pursuant to a plan of reorganization.  The new
agreement will also help the Company generate cash savings in the
near-term by significantly and immediately improving supply chain
and operational efficiency, as well as provide the Company with
key service enhancements.

"The approval of this new supply and logistics contract with C&S
will mark a key milestone for A&P as we move forward with our
restructuring," said A&P President and Chief Executive Officer Sam
Martin.  "The agreement will strengthen our existing relationship
with C&S, as we work together to drive service delivery and
reliability enhancements and substantial efficiencies across our
operations.  The anticipated annual savings will significantly
reduce A&P's cost structure upon emergence from Chapter 11, while
ensuring consistent product availability in our stores and greater
diversity of products for our customers."

As part of the agreement, A&P will partner more closely with C&S
to take advantage of its access to competitive rates from key
manufacturers and producers, creating greater economies of scale
and enhanced supplier relationships that position the Company to
further distinguish its product offerings in key categories.

The Company anticipates that the Bankruptcy Court will consider
its motion on the new C&S contract at a hearing later this month.

                About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York.  In
its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.


HARRY & DAVID: Disclosure Statement Hearing Set for June 24
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware scheduled
the hearing regarding the disclosure statement explaining the
Joint Plan of Reorganization of Harry & David Holdings, Inc., and
its debtor affiliates for June 24, 2011 at 2:00 p.m.

According to a May 24, 2011 report by The Troubled Company
Reporter, the Plan has the support of the Official Committee of
Unsecured Creditors and the holders of approximately 81% of the
Company's public notes. With this filing, the Company intends to
exit bankruptcy in late Summer 2011.

Kay Hong, Chief Restructuring Officer and interim Chief Executive
Officer, said, "The filing of our Plan of Reorganization and
Disclosure Statement is a vital step toward Harry and David's
successful emergence from the Chapter 11 reorganization process.
Our employees, customers, suppliers and other supporters have been
instrumental in our ability to reach this important milestone, and
we deeply appreciate their support."

The Company expects to emerge from its financial restructuring
with a significantly improved balance sheet and with substantially
less debt.  The proposed Plan will allow the Company to convert
all of its approximately $200 million of outstanding public notes
into equity of the reorganized company.  The Plan also includes an
equity capital raise that will generate $55 million in equity
financing upon the Company's emergence from chapter 11.  A group
of the Company's existing noteholders have agreed to backstop the
equity capital raise.  The Company will utilize proceeds from the
equity capital raise to satisfy obligations arising from its $55
million post-petition term loan.  Additionally, the Company has a
$100 million revolving loan commitment to finance its operations
after the Company exits chapter 11 which will replace its current
$100 million post-petition revolving loan facility.

As part of this process, the Company anticipates holding a hearing
on the adequacy of the Disclosure Statement in June 2011.  After
receiving approval of its Disclosure Statement, the Company
expects to solicit approval of the Plan by the necessary classes
of creditors and hold a confirmation hearing on the Plan.

Harry & David's investment banker is Rothschild Inc., its legal
advisor is Jones Day, and its financial advisor is Alvarez &
Marsal.  The Company's bondholders are being advised by Stroock &
Stroock & Lavan LLP, as legal counsel, and Moelis & Company as
financial advisor.

                        About Harry & David

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

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

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

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
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.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

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

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

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

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


HARRY & DAVID: Noteholders to Backstop Company's Rights Offering
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the backstop agreement entered into as of March 27, 2011, among
Harry & David Holdings, Inc., Harry and David, an Oregon
corporation, and a group of investment firms composed of:

   * CC Arbitrage, Ltd.
   * CC ARB SIF I, Ltd.
   * 2B LLC
   * Investin Pro FMBA Dalton Distressed Credit
   * Dalton Distressed Credit
   * Ellen T. Horing
   * Citigroup Pension
   * Joel D. Tauber
   * Steinberg Joseph S. and Diane H., Trustees
   * Oppenheimer Distressed Opportunities, LP
   * LC Capital Master Fund, ltd.
   * Litespeed Master Fund Ltd.
   * Lloyd I. Miller Trust A-4
   * Newport Global Credit Fund (Master) LP
   * Normandy Hill Capital L.P.
   * Northeast Investors Trust
   * Prospect Mountain Fund Ltd.
   * Ore Hill Hub Fund Ltd.
   * Passport Agriculture Master Fund SPC Ltd.
   * Scoggin Capital Management II, LLC
   * Scoggin Worldwide Fund, Ltd.
   * Scoggin International Fund, Ltd.
   * Singer Children's Management Trust
   * UBS Securities, LLC
   * Wassertein Partners, LP

The Debtors intend to restructure in accordance with the terms of
the Backstop Agreement.  Under the Agreement, each eligible holder
of an allowed general unsecured claim against the Debtors and each
eligible holder of the Senior Floating Rate Notes due 2012 and the
9.0% Senior Notes due 2013 that is an accredited investor or
qualified institutional buyer will be issued non-transferable
subscription rights to purchase, on a pro rata basis, up to $55
million in new common stock.

In order to facilitate the rights offering, each of the Backstop
Providers, severally, has agreed to purchase on the Effective
Date, at the $75.00 per share Exercise Price, the rights offering
shares that have not been subscribed for by the rights offering
participants in an amount equal to that backstop provider's
backstop commitment amount.

If a competing transaction occurs prior to the closing of the
backstop commitment, the Debtors will pay to the non-defaulting
backstop providers a cash fee in the aggregate amount of
$1,100,000.

A full-text copy of the Order, dated May 10, 2011, together with
the Backstop Agreement and the Plan Term Sheet, is available for
free at http://ResearchArchives.com/t/s?7623

                        About Harry & David

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

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

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

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
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.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

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

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

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

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


HARRY & DAVID: Can Use Cash Collateral & Access $100-Mil. Loans
---------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized, on a final basis, Harry & David
Holdings, Inc., and its debtor affiliates to obtain postpetition
financings.

Judge Walrath also authorized, on a final basis, the Debtors to
use cash collateral securing their prepetition indebtedness.

Harry and David, an Oregon corporation, is authorized to obtain
secured postpetition financing in the form of a senior secured,
super-priority revolving asset-based credit facility with
commitments in an aggregate principal amount of up to $100 million
pursuant to a credit agreement, dated March 29, 2011, by and among
the Borrower, Harry & David Holdings, Inc., Bear Creek Orchards,
Inc., and Harry & David Operations, Inc., as guarantors, the
lenders, UBS Securities LLC, as lead arranger, UBS Loan Finance
LLC, as a lender and as a swingline lender, UBS AG, Stamford
Branch, as issuing bank, administrative collateral agent and
administrative agent for the lenders, and Ally Commercial Finance
LLC, as collateral agent for the lenders, as documentation agent
and as a lender.

Harry and David is also authorized to obtain secured postpetition
financing, consisting of a super-priority junior DIP notes
facility in an aggregate amount not to exceed $55 million pursuant
to a note purchase agreement, dated March 29, 2011, by and among
the Debtors, Wilmington Trust FSB, as administrative agent, and
several DIP Note Purchasers.

The Debtors will make non-refundable payments of the principal,
interest, fees, expenses and other amounts payable under each of
the DIP Documents to the DIP Agents, Lenders, and DIP Note
Purchasers.

The Debtors will grant security interests, liens and super-
priority claims on all of the DIP Collateral to secured the
Debtors' DIP obligations.  These security interests, liens and
super-priority claims are subject to a carve-out.

Carve-Out means (1) all unpaid fees required to be paid to the
Clerk of the Court and to the Office of the U.S. Trustee; (2) all
reasonable and documented unpaid fees, costs, disbursements and
expenses, including success, financing, completion or similar
fees; and (3) all professional fees allowed by the Court in an
aggregate amount not to exceed $1,750,000.

A full-text copy of the Final DIP Order is available for free at:

               http://ResearchArchives.com/t/s?7624

                        About Harry & David

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

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

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

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
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.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

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

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

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

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


HARTSTRINGS L.L.C.: Files for Chapter 7 Bankruptcy Protection
-------------------------------------------------------------
Maria Panaritis at Philly.com reports that Children's clothing
retailer Hartstrings L.L.C. has declared Chapter 7 bankruptcy in
the U.S. Bankruptcy Court in Wilmington and plans to dissolve the
business.

The Company owes secured and unsecured creditors more than
$39 million.  All but a few hundred thousand dollars of that is
owed to American Capital.

According to the report, the filing comes less than two months
after the terminations of both president and chief executive
officer Kevin Mahoney and chief financial officer Jean Lewis,
Bankruptcy Court records show.  Mr. Mahoney has since taken a job
as president of Not Your Daughter's Jeans in Vernon, California.

All of the company's outstanding secured debts with American
Capital originated in 2005 and 2006, says Philly.com.

Philly.com says the filings with securities regulators showed
American Capital had lent millions to Hartstrings: In March,
$7.6 million in senior debt was set to mature; in May, $7 million
more, according to a recent quarterly financial filing by American
Capital.  Between April 18 and its bankruptcy declaration,
Hartstrings made $7.3 million in payments to American Capital.

Meanwhile, its top two executives received more than a million
dollars combined: CEO Mahoney received about $726,000 in
compensation, a sale bonus, and auto and rent payments between
April 11 and May 24; CFO Lewis collected $453,317 in compensation,
a sale bonus, and a fee for future services, according to court
records, notes Mr. Panaritis.

Also on April 18, nearly $6.2 million worth of assets were
transferred to New York-based Parigi Enterprises, L.L.C., a
clothing manufacturer.  It was not listed in the bankruptcy
filing as a creditor.

Based in the Philadelphia, Hartstrings L.L.C. is owned by the
Maryland private-equity firm American Capital L.P.


HEARUSA INC: Secures Approval of Loan From William Demant
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that HearUSA Inc. received final approval last week for
$10 million in financing from the prospective buyer, William
Demant Holdings A/S.  The loan is secured by a lien junior to
existing bank credits.  William Demant, based in Denmark, has an
agreement to buy the business for $80 million.  The financing
requires the bankruptcy court approve procedures not later than
today providing for the auction and sale of the business.

                        About HearUSA, Inc.

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

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


HIGHVIEW POINT: Chapter 11 Case Dismissed on Consent
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization of Highview Point Partners LLC was
dismissed last week at the Company's own request.

According to the report, Highview is under investigation by the
Securities and Exchange Commission with regard to involvement in a
suspected Ponzi scheme involving Kenwood Capital Management LLC.
The receiver for Kenwood had a motion on file for dismissal.  He
contended the Chapter 11 filing was a bad faith attempt to
preclude him from taking over Highview.

Highview filed a Chapter 11 petition just before the SEC was to
appear in U.S. District Court seeking to have the Kenwood receiver
take over Highview as well.  The receiver called Highview a non-
operating investment adviser that directed "fraudulent and illegal
transfers" between Highview funds and Kenwood funds.  He said
principals of Highview have been under investigation by the SEC
and the U.S. Attorney in Connecticut.

Highview Point Partners LLC, a Connecticut investment management
firm focused on emerging markets, filed a Chapter 11 petition
(Bankr. D. Del. Case No. 11-11432) on May 6, 2011.  Highview
Point, based in Stamford, estimated as much as $500,000 in assets.
Highview Point Offshore Ltd. and Highview Point Master Fund Ltd.,
both based in the Cayman Islands, and Highview Point LP in
Stamford, are atop the list of 20 largest unsecured creditors.
David B. Stratton, Esq. and Evelyn J. Meltzer, Esq., at Pepper
Hamilton LLP, in Wilmington, Delaware, serve as bankruptcy counsel
to the Debtor.  Attorneys at Morrison & Foerster, LLP, serve as
co-counsel.


HOLLIFIELD RANCHES: Has Permission to Ink $1.4-Mil. Secured Loan
----------------------------------------------------------------
Hollifield Ranches, Inc., sought and obtained authority from Judge
Jim D. Pappas of the U.S. Bankruptcy Court for the District of
Idaho to enter into a secured loan with either the J.R. Simplot
Company or Valley Agronomics, LLC, in an amount not to exceed
$1,400,000.

The secured loan is for the purpose of obtaining fertilizer and
chemicals and to spray crops at an interest rate of 4.5%, with the
amount due and payable upon demand, but not later than March 1,
2012.  Either JRS or VA will have a first and paramount lien
against debtor's crops, including products and proceeds thereof,
in compliance with Idaho Code Section 28-9-502.

KeyBank National Association will be subordinate to either JRS or
VA's lien, as to crops and crop proceeds, to the extent that
either JRS or VA provides value to debtor.

The debtor is limited on its expenditures for fertilizer and
chemicals through the end of the 2011 crop year so that
expenditures are not made in preparation for the 2012 crop year
without first obtaining an order from the Court allowing for the
incurring of said secured debt.

Because of the increase in costs for fertilizer and chemicals, the
amount available in the cash collateral budget for fertilizer,
chemicals, spraying and spreading may be increased up to no more
than $1,400,000.

Holders of the first mortgages and all other creditors are
refrained from disturbing the debtor or the secured party in the
planting, tilling, harvesting and marketing of the crop.

                   About Hollifield Ranches, Inc.

Hansen, Idaho-based Hollifield Ranches, Inc., filed for Chapter 11
bankruptcy protection on September 9, 2010 (Bankr. D. Idaho Case
No. 10-41613).  Brent T. Robinson, Esq., in Rupert, Idaho,
represents the Debtor.  The Debtor estimated assets and debts at
$10 million to $50 million as of the Chapter 11 filing.

Robert D. Miller, Jr. ,the United States Trustee for Region 18,
has appointed three creditors to serve as members of the Unsecured
Creditors' Committee in the Chapter 11 case of Hollifield Ranches,
Inc.  J. Justin May, Esq., at May, Browning & May represents the
Official Committee of Unsecured Creditors.


HOLLYWOOD CASTING: Files for Chapter 7 Bankruptcy Protection
------------------------------------------------------------
Daily News Los Angeles reports that Hollywood Casting Inc., at
4827 Ledge Ave., in North Hollywood, California, filed for Chapter
7 in San Fernando Valley (Bankr. C.D. Calif. Case No. 11-15997).


HOWREY LLP: Moves to Convert Ch. 7 Involuntary to Voluntary Ch. 11
------------------------------------------------------------------
Howrey LLP has filed a motion to convert the involuntary
bankruptcy petition that was filed by three of the firm's small
creditors from a Chapter 7 involuntary proceeding into a Chapter
11 voluntary proceeding.  This will not affect Howrey's motion to
change the venue of the proceedings from San Francisco to the
District of Columbia.  The Bankruptcy Court in San Francisco is
scheduled to hear the venue motion on June 29, 2011.

Howrey has concluded that Chapter 11 will give better order to the
wind-down process and provide the clearest and quickest path to
satisfying all of the firm's creditors.

Howrey has retained the Washington, DC-based law firm Wiley Rein
LLP as its lead counsel and Richmond, VA-based Protiviti Inc. as
its financial advisor in the Chapter 11 case.

Founded in 1983, Wiley Rein LLP counsels leaders in numerous
industries nationwide and around the world.  Recognized for
excellence, integrity and efficiency, we have over 275 attorneys
practicing in more than two dozen specialties of law.


HUBBARD PROPERTIES: Court Sets July 21 Confirmation Hearing Date
----------------------------------------------------------------
On May 11, 2011, the U.S. Bankruptcy Court for the Middle District
of Florida entered an amended order conditionally approving the
disclosure statement explaining the plan of reorganization of
Hubbard Properties, LLC, dated as of April 27, 2011.

Any written objections to the Disclosure Statement will be filed
with the Bankruptcy Court no later than seven (7) days prior to
the date of the hearing on confirmation, currently scheduled for
July 21, 2011, at 1:30 p.m.  If no objections are filed within the
time fixed, the conditional approval of the Disclosure Statement
will become final.  Any objections or requests to modify the
Disclosure Statement will be considered at the Confirmation
Hearing.

Parties in interest will file with the Bankruptcy Court their
written ballots accepting or rejecting the Plan no later than
eight (8) days before the date of the Confirmation Hearing.

                            Plan Terms

Pursuant to the Plan terms, the amount of the Allowed IWA Secured
Claim will be (a) as stipulated between the Debtor and IWA or (b)
as determined by the Bankruptcy Court, pursuant to Section 506(a)
of the Bankruptcy Code.  The Debtor estimates the value of the IWA
Secured Claim at $12 million based on the value of the collateral.

In full satisfaction of the IWA Secured Claim, the Holder thereof
will receive the IWA Note on the Effective Date from the
Reorganized Debtor.  The IWA Note will provide for deferred Cash
payments (i) of (a) interest only determined at the IWA Interest
Rate for the first 24 months following the Effective Date and (b)
monthly payments of principal and interest therefor based on a 25-
year amortization with a balloon payment of all unpaid principal
and interest due 120 months from the Effective Date or (ii) as
determined by the Bankruptcy Court to total at least the amount of
the Allowed Secured Claim and have a value, as of the Effective
Date, of at least the value of the Allowed IWA Secured Claim.

Subject to IWA making an election pursuant to Section 111(b) of
the Bankruptcy Code, under which IWA elects to have its claim
treated as fully secured up to the full amount of its claim, then
the terms of the IWA Note will provide for monthly Cash payments
over the 360 months following the Effective Date that will equal
in sum the total amount of the Allowed IWA Claim and having a
value, as of the Effective Date that is equal to the IWA
Collateral on the Effective Date as determined by the Bankruptcy
Court or pursuant to agreement between the Debtor and IWA.

General unsecured creditors who elect to receive an accelerated
payment of their claim will receive the lesser of (a) 40% of the
amount of the Claim or (b) $200,000, payable in four (4) equal
installments, payable first on the Effective Date and again on
6th, 12th, and 18th month after the Effective Date.

Any unsecured creditor that does not make the foregoing election
and any Allowed Deficiency Claim of IWA will be paid an annual
payment equal to said creditors' pro rata share of 25% of the
Debtor's Excess Cash Flow (as defined in the Plan) for 2011 and
50% of the Debtor's Excess Cash Flow for years 2012-2021.

All existing Equity Interests in the Debtor will be retained by
or reissued to the Members or affiliated Entities on account of
the Exit Funding.  Equity Interests are Unimpaired and are deemed
to have accepted the Plan.

Pursuant to the Plan terms, the Debtor's continuing operations and
payments to be made under the Plan will be funded by (1) Cash on
hand on the Effective Date, (2) the Exit Funding, (3) payments to
be made under collections from the BP Claim, or (4) Cash generated
and/or collected by the Reorganized Debtor in the ordinary course
of business on and after the Effective Date.  The amount of the
Exit Funding is anticipated to be $300,000.

A copy of the Disclosure Statement is available at:

        http://bankrupt.com/misc/hubbardproperties.DS.pdf

                      About Hubbard Properties

Hubbard Properties owns and operates a retail and a retail and
entertainment complex located in Madeira Beach, Florida, commonly
known as the John's Pass Boardwalk.  The Property consists of
approximately 39,862 square feet of retail space located in five
buildings and a 322-car parking garage.  Portions of the Property
are currently leased to 11 tenants.

Investors Warranty of America claims that the principal amount
owed to it in connection with the redevelopment of the Property is
approximately $28.4 million secured by mortgages and security
interests in the Property.  The principal balance owed under the
latest loan documents and Second Amended and Restated Renewal
Secured Promissory Note dated May 1, 2008, is $22.6 million.  IWA
claims additional amounts are owed for accrued interest, late
charges, fees, pre-payment penalties, and other costs or advances
which the Debtor disputes.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa on Jan. 27, 2011.  David S.
Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A. McPheeters,
Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve as bankruptcy
counsel.  In its schedules, the Debtor disclosed $12,572,058 in
assets and $23,829,629 in liabilities as of the petition date.

Te Official Committee of General Unsecured Creditors of Hubbard
Properties, LLC, selected Hill, Ward & Henderson, P.A., as its
legal counsel.


HUSKY INT'L: Moody's Assigns 'B2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Husky
International Ltd., consisting of a B2 corporate family rating, B2
probability of default rating, Ba3 senior secured ratings to its
new $110 million revolver (undrawn at closing) and $920 million
term loan 'B', and a Caa1 rating to its new $ 570 million senior
unsecured notes. The ratings outlook is stable. The ratings are
being assigned subject to review of final documentation. Proceeds
from the debt issues, together with $690 million of equity
contribution, primarily from its financial sponsors, Berkshire
Partners and OMERS Private Equity, will be used to fund the
acquisition of Husky from Onex Corporation and its affiliated
funds, with an expected close in June 2011.

RATINGS RATIONALE

"Husky's B2 corporate family rating reflects its leading global
market position in a very narrow product range, with good
geographic and customer diversity, but with high leverage and
modest free cash flow to reduce debt", said Darren Kirk, vice
president and senior analyst with Moody's. Demand for the
company's PET plastic beverage container preform molding equipment
is fairly cyclical, driven by the capital expenditure trends of
its customer base, which ultimately include the world's largest
beverage brands. However, this equipment sales cyclicality is
tempered by a steadily increasing stream of high margin tooling
and aftermarket service revenues, the ongoing trend towards PET as
a packaging substrate and Husky's significant exposure to
developing markets, where the majority of the industry growth is
occurring. The strength of the company's market position,
evidenced by its strong mid-teen operating margin, is defensible
in Moody's opinion given Husky's continuing technological
leadership. "After expanding significantly in recent years,
Husky's margin is strong for a manufacturer in Moody's view, which
provides key support to its rating", said Kirk. Low single digit
top line growth should enable Husky's EBITDA to steadily improve
and generate modest free cash flow after significant interest
expense, modest capex and an expected absence of dividends in the
next few years. These funds can be used to reduce its significant
pro-forma adjusted leverage (Debt/EBITDA) towards 6x through the
next 12 to 18 months. "In the event that the economy unexpectedly
weakens, downside protection is provided by Husky's good liquidity
position and resilient cash flow characteristics", added Kirk.

The stable outlook stems from Moody's expectation that over the
next 12-18 months Husky will use its modest free cash flow, in the
$50 million range, to steadily reduce its adjusted debt of $1.6
billion to a level that solidifies its positioning within the B2
CFR.

Upward rating action could be considered should Husky improve its
adjusted Debt/ EBITDA comfortably under 5.5x and adjusted EBIT/
Interest towards 2x. Downward rating pressure could arise if
Husky's Debt/ EBITDA was sustained above 6.5x or EBIT/ Interest
coverage was likely to remain near 1.25x.

The principal methodology used in rating Husky International Ltd.
was the Global Heavy Manufacturing Rating Methodology, published
November 2009. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Headquartered in Bolton, Ontario, Canada, Husky International Ltd.
is a leading global manufacturer of injection molding equipment
and related components and services for plastic beverage container
manufacturers. Revenues for the last twelve months ended March 31,
2011 were about $1.2 billion.


IMAGE METRICS: Amends Licensing Agreement with Largest Customer
---------------------------------------------------------------
Image Metrics, Inc., amended its services agreement with its
largest customer on May 13, 2011.  The amendment was for the
initial licensing of the Company's newly released product,
FaceWare.  FaceWare is a Software-as-a-Service offering that
enables 3D animators to utilize in an automated, intelligent
fashion, video-based actor performances as the underlying source
for 3D character animation.  The product became commercially
available in March 2011.

In addition to the license of FaceWare, the Company is required to
provide the customer with research and development support on new
technology as well as on improvements and modifications to
Faceware and other current software applications of the Company.
The Company is also required to provide support for  FaceWare for
the next 20 years.  The term of the contract is up to 20 years in
length.

The Company earned a fee of $3.5 million for the license and
services, which had been received by the Company under a previous
agreement with the customer.

                        About Image Metrics

Santa Monica, Calif.-based Image Metrics, Inc., provides
technology-based facial animation solutions to the interactive
entertainment industry.  Using proprietary software and
mathematical algorithms that "read" human facial expressions, the
Company's technology converts video footage of real-life actors
into 3D computer generated animated characters.  Examples of the
Company's facial animation projects include the 2008 "Grand Theft
Auto IV" video game, the 2009 computer generated aging of Brad
Pitt in the feature film "The Curious Case of Benjamin Button,"
the 2009 Black Eyed Peas' "Boom Boom Pow" music video, and the
2010 "Red Dead Redemption" video game.

The Company's key intellectual property consists of one patent
registered in the United States, four additional patents in
process, the identification of 16 potential new patents, and
significant well-documented trade secrets.

BDO USA, LLP, in Los Angeles, after auditing the Company's
financial statements for the year ended Sept. 30, 2010, expressed
substantial doubt about Image Metrics, Inc.'s ability to continue
as a going concern.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net capital deficiency.

The Company reported a net loss of $9.7 million on $5.9 million of
revenue for fiscal 2010, compared to a net loss of $6.8 million on
$4.0 million of revenue for fiscal 2009.

The Company's balance sheet at March 31, 2011, showed $4.66
million in total assets, $15.31 million in total liabilities, and
a $10.65 million total shareholders' deficit.


IMPERIAL CAPITAL: FDIC Objects to Adequacy of Disclosure Statement
------------------------------------------------------------------
The Federal Deposit Insurance Corporation, as Receiver of Imperial
Capital Bank, has objected to the Amended Disclosure Statement
explaining the Debtor's Amended Chapter 11 Liquidating Plan of
Reorganization, dated April 15, 2011.

In its capacity as receiver for the Bank, the FDIC-R has filed
claims against the estate in excess of $88.9 million, consisting
primarily of: (1) $48.2 million pursuant to 11 U.S.C. Section
365(o) (the "Section 365(o) Claim"); and (2) $29.2 million for tax
refunds attributed to taxes paid directly by the Bank, or remitted
to ICBI for payment based upon consolidated returns filed pursuant
to a Tax Allocation Agreement (the "TAA"), and where all or
substantially all of the tax refunds are attributable to losses
incurred by the Bank.

The Section 365(o) Claim is now the subject of a claim objection
and motion to withdraw the reference pending before the District
Court, while the Tax Refund Claim is the subject of an adversary
proceeding also now before the District Court.  The Debtor has
been further pursuing litigation on its claims against the Bank's
receivership estate under 12 U.S.C. Section 182(d), which is also
subject of litigation before the District Court (the "FIRREA
Action").  The outcome of the Section 365(o) Litigation, Tax
Refund Litigation and FIRREA Action will therefore have a
significant impact on the Debtor's proposed Liquidating Plan which
is the subject of the Amended Disclosure Statement, according to
FDIC-R.

FDIC-R makes the following arguments in support of its objection:

  -- The Amended Disclosure Statement fails to set forth "adequate
     information" as required pursuant to 11 U.S.C. Section
     1125(b).

  -- The Amended Disclosure Statement fails to disclose the
     executory contracts being assumed and how potential rejection
     of the TAA, of which there is no mention in the Amended
     Disclosure Statement, may impact the Tax Refund Claim.

  -- The Amended Disclosure Statement fails to provide an Adequate
     Liquidation Analysis to enable creditors to compare their
     recovery under the Liquidating Plan to a Chapter 7
     Liquidation.

  -- There is no disclosure as to the likely impact on the pursuit
     of the "Recovery Rights," including claims against current
     or former officers and members of the Board, other than the
     disclosure that Mr. Anthony Rusnak, currently the Debtor's
     general counsel, secretary, and chief operating officer, is
     to become the "Liquidating Trustee."  Where the Liquidating
     Trustee is a member of a Debtor's prior and current
     management team, the lack of information directly impacts the
     feasibility of the proposed Liquidating Plan, FDIC-R argued.

A copy of FDIC-R's objection to the Amended Disclosure Statement
is available at:

  http://bankrupt.com/misc/imperialcapital.FDICojbectiontoDS.pdf

As previously reported in the TCR, on May 5, 2011, Imperial
Capital Bancorp, Inc., provided a copy of the proposed Liquidating
Plan of Reorganization and a copy of the disclosure statement, as
it was most recently amended and filed with the Bankruptcy Court
on April 28, 2011.

As described in the proposed Liquidating Plan of Reorganization
and the disclosure statement, based upon assets available for
distribution, creditors of the Company will not be paid in full
under the Plan.  Consequently, the Company predicts that, after
payment to the Company's unsecured creditors, there will be no
assets available for distribution to the holders of the Company's
common stock.

A complete text of the proposed Liquidating Plan of Reorganization
is available for free at http://is.gd/LYmMPr

A copy of the Disclosure Statement as filed on April 28, 2011, is
available for free at http://is.gd/QqHPAn

                  About Imperial Capital Bancorp

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009.  Gregory K. Jones, Esq., at Stutman,
Treister & Glatt, P.C., serves as the Company's bankruptcy
counsel.  The Company estimated its assets at $10 million to
$50 million and debts at $100 million in its Chapter 11 petition.


INTEGRATED TECH: Files for Chapter 7 Bankruptcy Protection
----------------------------------------------------------
Daily News Los Angeles reports that Integrated Technologies
Consulting Inc., at 15549 Devonshire St., Suite 6, in Mission
Hills, California filed for Chapter 7 in San Fernando Valley
(Bankr. C.D. Calif. Case No. 11-15925).


INTERNATIONAL LEASE: Fitch Affirms IDR at 'BB'; Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed International Lease Finance Corp.'s
(ILFC) Issuer Default Rating (IDR) at 'BB'. The Rating Outlook is
revised to Stable from Evolving.

Approximately $21.8 billion of debt is affected by the rating
actions.

ILFC's IDR is indicative of the company's creditworthiness on a
standalone basis and reflects Fitch's view that ILFC is not a core
part of American International Group's (AIG) overall franchise.
Until a sale or divestiture is executed, Fitch believes that AIG
will likely continue to take prudent and reasonable steps to
maximize the value of its investment in ILFC. However, the current
ratings do not anticipate further financial support from AIG, if
it is needed.

The rating affirmation incorporates progress the company has made
over the past year, including the replacement of all key top level
executives who left the firm and various initiatives undertaken to
strengthen liquidity, lengthen debt maturities and reduce
leverage. Other rating factors supporting the affirmation include
the company's sizeable market position in the aircraft leasing
sector, well-defined operating strategy, and demonstrated ability,
via its diverse customer base and broad mix of commercial
passenger aircraft, to navigate and to generate a stable level of
cashflow through sector and economic cycles. .

Fitch notes that secured funding now comprises roughly one-third
of the ILFC's funding base. Affirmation of the senior unsecured
debt rating reflects the company's underlying financial
flexibility to access both secured and unsecured debt and ability
to maintain sufficient unencumbered aircraft assets to support
repayment of the unsecured debt. Fitch also notes the mix of
unencumbered aircraft supporting repayment of unsecured debt
remains comparable to aircraft assets provided as collateral for
secured financings.

Notching of ILFC's $750 million senior secured term loan and the
$3.9 billion senior secured note ratings above the IDR reflects a
combination of superior collateral coverage and structural
protection. Collateral on the $750 million term loan consists of
perfected security interests in 43 aircraft, which includes a
significant number of newer, more fuel efficient narrow-bodied
aircraft, Boeing 737s and Airbus A320s. Collateral for the $3.9
billion senior secured notes consists of perfected interests in
172 aircraft, which also includes a significant number of newer,
fuel efficient, narrow-bodied aircraft. Given the age, fuel
efficiency and breadth of the underlying user base for these
aircraft, demand tends to remain stable which helps to maintain
the underlying market value. Additional structural protection for
both the $750 million term loan and the $3.9 billion of senior
secured notes includes minimum loan-to-value requirements and
aircraft and lessee concentration limits.

The rating on the $550 million secured term facility, issued
through ILFC's subsidiary, Delos Aircraft Inc, does not warrant
notching above ILFC's IDR and reflects the lack of a potential
first priority claim on aircraft provided as collateral and would
result in a claim that is pari passu with ILFC's unsecured
creditors if ILFC were to ever file bankruptcy.

The Stable Outlook reflects the company's successful efforts over
the past year to replace the senior management team, to further
solidify liquidity and to reduce leverage. The Stable Outlook also
reflects Fitch's expectation that near-term performance of the
aircraft fleet will remain solid, generating sufficient operating
cash flows to support ongoing funding requirements. However, Fitch
recognizes that higher funding costs and the potential for further
recognition of aircraft impairment charges, albeit at a
significantly lower level than last year, may continue to dampen
profitability over the near-term.

Over the near term, Fitch does not think ILFC's credit profile
supports an IDR in the investment grade category. Key rating
drivers that would generate positive rating momentum longer-term
and support migration of ratings to the investment grade category
include consistency and improvement in profitability and related
operating metrics, continued stability of cash flows though sector
and cyclical downturns and/or potential capital market
disruptions, reductions in leverage, improved funding flexibility,
and further development of back-up liquidity sources to minimize
the need to access the capital markets or sell aircraft assets to
meet ongoing funding requirements.

Drivers that may lead to lower ratings include deterioration in
financial performance and a material decline in operating cashflow
resulting from significant weakening of sector or economic
conditions or exogenous shocks resulting from terrorism, political
instability or pandemic. Additionally, a sale or divestiture that
results in higher leverage and weakens the existing capital
structure could also yield negative rating momentum.

ILFC is an indirect, wholly owned subsidiary of AIG, Inc and is
headquartered in Los Angeles, CA. ILFC is the one of world's
largest aircraft operating lessors with a portfolio of 937
commercial aircraft as of March 31, 2011.

Fitch has affirmed these ratings:

ILFC

   -- Long-term IDR at 'BB';

   -- $3.9 billion senior secured notes at 'BBB-';

   -- $750 million senior secured notes at 'BBB-';

   -- Senior unsecured debt at 'BB';

   -- Preferred stock at 'B'.

Delos Aircraft Inc.

   -- Senior secured debt at 'BB'.

ILFC E-Capital Trust I

   -- Preferred stock at 'B'.

ILFC E-Capital Trust II

   -- Preferred stock at 'B'.

Fitch has also assigned these ratings:

ILFC

   -- $1 billion senior unsecured notes due in 2016 at 'BB';

   -- $1.25 billion senior unsecured notes due in 2019 at 'BB'.

The Rating Outlook for ILFC is revised to Stable from Evolving.


INTERPUBLIC GROUP: S&P Rates Sr. Unsec. Revolver Facility at BB+
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB+' issue-level
rating and '3' recovery rating to Interpublic Group of Cos. Inc.'s
(IPG) amended and restated senior unsecured revolving credit
facility. Under terms of the amendment, the capacity under the
revolving credit facility will be increased to $1 billion
from $650 million, and the maturity will be extended to May 2016
from July 2013. In addition, the company will benefit from
modestly lower pricing and less restrictive covenants. "We view
the amendment as a credit positive from a liquidity and financial
flexibility standpoint," S&P noted.

IPG has not historically drawn on its committed revolving credit
facility, and uses the facility for letters of credit (LOCs),
primarily to support obligations of subsidiaries. The amended
facility has a limit on LOCs of $200 million, similar to the
previous facility. Upgrade potential for IPG hinges on progress
toward peer-level EBITDA margins, which will entail consistent
momentum in new business wins, market share gains, and positive
organic revenue growth.

The 'BB+' corporate credit rating on the company remains
unchanged.

Ratings List

Interpublic Group of Cos. Inc.
Corporate Credit Rating                       BB+/Stable/--

New Rating

Interpublic Group of Cos. Inc.

Senior Unsecured
  $1 bil revolving credit facility due 2016    BB+
   Recovery Rating                             3


INTERTAPE POLYMER: Eight Directors Elected at Annual Meeting
------------------------------------------------------------
Intertape Polymer Group Inc. held on June 3, 2011, its annual
meeting of shareholders.  The eight nominees proposed by
management (Eric E. Baker, Melbourne F. Yull, Robert M. Beil,
George J. Bunze, Torsten A. Schermer, Jorge N. Quintas, Robert J.
Foster and Gregory A. Yull) were elected on a vote by show of
hands.  Raymond Chabot Grant Thornton LLP, Chartered Accountants,
were appointed as Intertape's auditors.

                   About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

The Company reported a net loss of US$56.44 million on US$720.51
million of sales for the year ended Dec. 31, 2010, compared with a
net loss of US$14.39 million on US$615.46 million during the prior
year.

The Company's balance sheet at March 31, 2011, showed
US$493.55 million in total assets, US$345.44 million in total
liabilities, and US$148.11 million shareholders' equity.

                          *     *     *

In August 2010, Moody's Investors Service revised the rating
outlook on Intertape Polymer Group Inc. to negative from stable
and affirmed the B2 Corporate Family Rating.  Moody's also
affirmed the SGL-3 speculative grade liquidity rating and
instrument ratings.  Moody's said the B2 Corporate Family Rating
reflects Intertape's narrow operating margins, lack of pricing
power, largely commoditized product line and reliance on cyclical
end markets, such as industrial, building and construction
segments.  Intertape is operating in a fragmented and highly
competitive industry.  The presence of large competitors with
significant financial resources restricts Intertape's ability to
recover raw material increases from customers and constrains the
rating.

In July 2010, Standard & Poor's Ratings Services revised its
outlook on Intertape Polymer Group to positive from negative and
affirmed its ratings, including its 'CCC+' corporate credit
rating, on the Company and its subsidiary IntertapePolymer U.S.
Inc.  "The outlook revision reflects some improvement in the
company's liquidity position and S&P's expectation that the
improvement to the financial profile will continue into the next
several quarters," said Standard & Poor's credit analyst Paul
Kurias.


ISTAR FINANCIAL: Seven Directors Elected at Annual Meeting
----------------------------------------------------------
iStar Financial Inc. held its 2011 Annual Meeting of Shareholders
in New York on June 1, 2011.  At the annual meeting, seven
directors were elected for terms expiring in 2012, namely: Jay
Sugarman, Glenn R. August, Robert W. Holman, Jr., Robin Josephs,
John G. McDonald, George R. Puskar and Dale Anne Reiss.  At the
annual meeting, the shareholders ratified the selection of
PricewaterhouseCoopers LLP as the Company's independent registered
public accounting firm for the year ending Dec. 31, 2011.  The
stockholders approved,, on an advisory basis, the compensation of
iStar Financial's named executive officers and other named
officers.  The stockholders recommend the proposal to conduct a
shareholder vote every year to approve the compensation of the
Company's named executive officers and other named officers.

                      About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company's balance sheet at March 31, 2011, showed
$8.88 billion in total assets, $7.11 billion in total liabilities,
and $1.77 billion in total equity.

                          *     *     *

As reported by the TCR on March 29, 2011, Fitch Ratings has
upgraded the Issuer Default Rating to 'B-' from 'C'.
The upgrade of iStar's IDR is based on the improved liquidity
profile of the company, pro forma for the new senior secured
credit agreement (the new financing) that extends certain of the
company's debt maturities, relieving the overhang of significant
secured debt maturities in June 2011.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.

As reported by the Troubled Company Reporter on March 22, 2011,
Standard & Poor's said that it raised its counterparty credit
rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it
from CreditWatch where it was placed with positive implications on
Feb. 23.  The outlook is stable.

"The upgrade reflects the company's closing of a $2.95 billion
senior secured credit facility, which it will use to refinance the
company's existing secured bank facilities and repay a portion of
the company's unsecured debt," said Standard & Poor's credit
analyst Jeffrey Zaun.  If S&P's analysis of the new secured
facility indicates 100% or more collateral coverage, S&P will rate
the issue 'BB-'.  If S&P's analysis of collateral indicates less
than 100% coverage, S&P will rate the issue 'B+'.


JILL HOLDINGS: S&P Gives 'B' Corp. Credit Rating; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Quincy, Mass.-based Jill Holdings LLC. The
outlook is negative.

"At the same time, we assigned our 'B' issue-level rating to
subsidiary JJ Lease Funding Corp.'s $120 million senior secured
term loan, with a recovery rating of '4'. Our '4' recovery rating
indicates our expectation of average (30%-50%) recovery in the
event of a payment default. According to the company, it intends
to use the proceeds from the term loan to repurchase existing
debt, finance its acquisition by an additional private-equity
sponsor, and for general corporate purposes," S&P stated.

"The ratings on Jill, a women's specialty apparel retailer,
reflect our expectation that credit measures will weaken as
commodity cost increases will likely offset benefits from the
company's cost-saving initiatives," said Standard & Poor's credit
analyst Helena Song. "We anticipate that sales will be modestly
higher as the company adds new stores," S&P added.


JNL FUNDING: Court Okays Disc. Statement, Plan Hearing on June 13
-----------------------------------------------------------------
Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern
District of New York approved the second amended disclosure
statement explaining the plan of reorganization filed by JNL
Funding, Corp., and Joseph G. Forgione, the consolidated Official
Committee of Unsecured Creditors, and Textron Financial
Corporation and TD Bank, N.A.

Hearing on the confirmation of the Plan is scheduled for June 13,
2011 at 10:00 a.m.  Objections to the Plan are due June 6.

A full-text copy of the Second Amended Disclosure Statement, filed
on May 10, 2011, is available for free at:

                  http://ResearchArchives.com/t/s?7625

                         About JNL Funding

JNL Funding Corp. is a specialized real estate finance company
which originates and invests in a diversified portfolio of first
mortgage assets in the residential real estate market.  JNL is a
"hard money" lender investing primarily in real estate related
first mortgages and construction loans, making loans secured by
first priority mortgages primarily on single family and multi-
family residential real properties.  JNL's loans typically are
made to real estate investors seeking to purchase and renovate
properties for investment purposes.  Most of JNL's loans are made
to repeat customers who have multiple loans from JNL at any given
time.  JNL's recent loans typically bear interest at the rate of
14% per annum, and JNL typically receives four (4.0) percentage
points for originating the loan.

JNL Funding filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 10-73724) on May 14, 2010.  Pryor & Mandelup,
LLP, assists the Debtor in its restructuring effort.  The Company
estimated its assets and debts at $50 million to $100 million as
of the Chapter 11 filing.  JNL also disclosed that its combined
general unsecured debts total $19,509,090, for total debts of
$50,677,195.

On June 8, 2010, the United States Trustee appointed an Official
Committee of Unsecured Creditors.

The Court approved the Joint Administration of JNL's case and
Joseph Forgione's case (Bankr. E.D.N.Y. Case No. 10-73726) on
October 27, 2010.  Mr. Forgione filed for bankruptcy on May 14,
2010.  On Oct. 28, 2010, the U.S. Trustee appointed a creditors
committee in the jointly administered cases.

Counsel for the Committee is:

          Richard G. Gertler, Esq.
          THALER & GERTLER LLP
          90 Merrick Avenue, Suite 400
          East Meadow, NY 11554
          Telephone: 516-228-3553

Counsel for secured lender Textron Financial Corp.:

          Steven E. Fox, Esq.
          EPSTEIN BECKER & GREEN P.C.
          250 Park Avenue, 11th Flr
          New York, NY 10177-121
          Telephone: 212-351-3733
          Facsimile: 212-878-8688
          E-mail: SFox@ebglaw.com


JOE TECCE: Blames 'Big Dig' Construction for Bankruptcy Filing
--------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that Joe Tecce Inc., which operates Joe Tecce's
Ristorante, a staple in Boston's historic North End neighborhood,
entered bankruptcy protection Thursday.

According to papers filed in Court, DBR relates Joe Tecce blamed
its collapse to the construction of the "Big Dig," one of the
longest, expensive and most controversial projects ever to disrupt
America's streets, which gave Boston a rerouted central artery, a
new tunnel and a big headache for more than 20 years.  DBR says
with the building housing Tecce's just "inches away from the new
tunnel," according to court papers, the restaurant struggled.
Access to the eatery was restricted, and construction noises and
vibrations adversely impacted the experience of those that did
venture in for a bite, it said in court papers.

In its petition, the restaurant cited assets and debts each
ranging between $100,001 and $500,000.  The company said it has
about $300,000 in trade debt plus $200,000 of tax liability.

DBR also reports the petition was followed by a bid to dole out
employee wages, with pay day looming and the company stressing
that its 35 employees were among its greatest assets.  A judge
assigned to the new case approved the request on Friday.

Restaurant founder Joseph Tecce started with a fruit stand in the
1940s and later opened the Fabulous Joe Tecce's Restaurant after a
fire destroyed a pizza shop he eventually launched, according to
an article in the Boston Globe. Joseph Tecce died in 2006 at age
94.


JS WESTON'S: Judge David Adams Dismisses Chapter 11 Case
--------------------------------------------------------
The Hon. David H. Adams of the U.S. Bankruptcy Court for the
Middle District of Florida has granted the motion of the United
States Trustee for the dismissal of J.S. Weston's, Inc.'s
Chapter 11 case.  Neither the Debtor nor a representative for the
Debtor nor counsel for the Debtor appeared at the hearing.

As reported in the TCR on March 4, 2011, Don Walton, the United
States Trustee for Region 21, requested the U.S. Bankruptcy Court
for the Middle District of Florida to dismiss J.S. Weston's Inc.'s
bankruptcy case, citing, among other things:

a) a Disclosure Statement and Chapter 11 Plan has not been
   filed.

  b) the State Court Receiver is still in possession of the
     principal assets of the bankruptcy estate.

  c) Virtual Realty Enterprises, LLC, an asserted secured lender
     with what appears to be a first mortgage on the real estate
     holdings of the Debtor obtained stay relief at the hearing on
     Feb. 17, 2011.

  d) the entity has failed to pay quarterly fees since filing.

  e) the Receiver reports that have been filed through Jan. 31,
     2011, indicates that there is a continuing loss to or
     diminution of the estate together with an absence of a
     a reasonable likelihood of rehabilitation.

                       About J.S. Weston's

Englewood, Florida-based J.S. Weston's, Inc., filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 10-27273) on
Nov. 11, 2010.  Rodney L. Salvati, Esq., who has an office in
Venice, Florida, represents the Debtor.  The Company disclosed
$12,882,561 in assets and $8,945,052 in liabilities as of the
Chapter 11 filing.


KENTUCKIANA MEDICAL: Has Until July 18 to File Chapter 11 Plan
--------------------------------------------------------------
Ben Hershberg at Courier-Journal reports that a U.S. bankruptcy
judge set July 18, 2011, as deadline for the Kentuckiana Medical
Center to develop a plan to solve its financial problems.

"That will be the final extension of exclusivity," Courier-Journal
quotes Judge Basil Lorch III, as stating, referring to his order
after the Clarksville Hospital declared bankruptcy in September
allowing the hospital's managers to create a reorganization plan.

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No.
10-93039) on Sept. 19, 2010.  David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor.  The Debtor scheduled
$9,496,899 in assets, and $25,029,083 in liabilities.


K-V PHARMACEUTICAL: AmediusTec Owns 5% of Class A Common Shares
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, AmediusTec Ltd. disclosed that it beneficially owns
2,636,345 shares of Class A common stock of K-V Pharmaceutical
Company representing 5% of the shares outstanding.  A full-text
copy of the filing is available for free at http://is.gd/bx6Is8

                  About K-V Pharmaceutical Company

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010, and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.

The Company's balance sheet at Sept. 30, 2010 showed $294.21
million in total assets, $500.75 million in total liabilities and
$206.54 million in total shareholders' deficit.


KIOWA POWER: S&P Affirms Rating on $73.5MM Bonds at 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook to negative
from stable and affirmed its 'BBB-' rating on Kiowa Power Partners
(KPP) LLC's $642 million senior secured bonds due in 2013 and
2021. "The negative outlook reflects our view of the potential for
KPP's financial performance to weaken further due to higher tax
costs and a greater operational risk profile," S&P stated.

At the same time, Standard & Poor's revised its outlook to
negative from stable and affirmed its 'BB-' rating on Tenaska
Oklahoma I L.P.'s (TOILP) $73.5 million senior secured bonds due
2014 because Tenaska Oklahoma pays debt with distributions from
KPP.

"The negative outlooks on KPP and TOILP are a result of the
continual underestimation of property taxes and increased
operational risk at the plant," said Standard & Poor's credit
analyst Grace Drinker. "For 2011, the project's property tax
assessment is nearly four times initial expectations."

"KPP continues to experience one-time issues that have increased
the operational risk of the plant, in our view. Most recently, KPP
experienced outages on both Blocks 1 and 2 as a result of tube
leaks in the project's heat recovery steam generator (HRSG);
repair costs and loss of revenue for these outages were not
covered under the long-term service agreement or electrical
maintenance agreement," S&P stated.

"We will likely lower the rating if property taxes remain elevated
compared to pro forma estimates and long-term debt service
coverage ratios remain below 1.4x, or if the financial impacts of
operational outages are borne by the project," Ms. Drinker said.


LARRY SCHAIDT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Larry Schaidt, LLC
          aka Lawrence J. Schaidt, LLC
        1167 142nd Avenue, Route 1
        Wayland, MI 49348

Bankruptcy Case No.: 11-06202

Chapter 11 Petition Date: June 2, 2011

Court: U.S. Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Perry G. Pastula, Esq.
                  DUNN SCHOUTEN & SNOAP PC
                  2745 DeHoop Avenue SW
                  Wyoming, MI 49509
                  Tel: (616) 538-6380
                  E-mail: bankruptcy@dunnsslaw.com

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

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

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

The petition was signed by Lawrence J. Schaidt III, president.


LAX ROYAL: MSCI Wants Stay Lifted as to West Century Property
-------------------------------------------------------------
MSCI 2006-IQ11 West Century Limited Partnership asks the U.S.
Bankruptcy Court for the Central District of California to lift
the automatic stay with respect to the real property owned by Lax
Royal Airport Center, LP, at 5933 West Century Boulevard, in Los
Angeles, California.

MSCI asserts that its interest in the property is not adequately
protected.  MSCI also asserts that the fair market value of the
property is declining and the Debtor has not made payments due to
MSCI sufficient to protect its interest against that decline.

MSCI is represented by:

   H. Mark Mersel, Esq.
   Sheri Kanesaka, Esq.
   Bryan Cave LLP
   Irvine, CA 92612
   Tel: (949)223-7000
   Fax: (949)223-7100
   E-mail: mark.mersel@bryancave.com

In response, the Debtor asks the Court to deny MSCI's motion in
its entirety on the grounds that sufficient equity exists in the
Property to adequately protect MSCI's secured interest; the
Property is necessary for an effective reorganization; and there
is a reasonable probability that the Debtor can confirm a Chapter
11 Plan in a reasonable time.

                 About LAX Royal Airport Center, LP

Los Angeles, California-based LAX Royal Airport Center, LP, filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
11-12333) on Jan. 19, 2011.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.
No request for the appointment of a trustee or examiner was made.


LEHMAN BROTHERS: Citigroup, et al., Want $1-Bil. Suit Dismissed
---------------------------------------------------------------
Citigroup Inc. and its subsidiaries have filed a motion to
dismiss the $1 billion lawsuit filed by the trustee overseeing
the liquidation of Lehman Brothers Inc.

James Giddens, the court-appointed trustee, filed the lawsuit to
recover more than $1 billion, which LBI posted as collateral to
ensure that Citibank N.A. would continue providing clearing
services for the brokerage firm's foreign exchange transactions.
He alleged that the funds were obtained under coercion.

The funds were reportedly deposited with Citibank as security for
any resulting exposure to LBI.  When LBI, however, requested the
return of the funds, Citibank said it had set the deposit off
against other obligations the brokerage firm owed to the bank.

In a court filing, Claudia Hammerman, Esq., at Paul Weiss Rifkind
Wharton & Garrison LLP, in New York, argued that the trustee's
claims to recover the funds are without merit.

Ms. Hammerman said the safe harbor provisions for swap agreements
protect the $1 billion setoff.  She argued that the foreign
exchange transactions Citibank settled for LBI and the agreement
under which the bank settled those transactions are all swap
agreements pursuant to the safe harbor provisions.

The Citigroup lawyer also argued that the complaint fails to
state a claim for violation of the automatic stay, pointing out
that the bank set off the funds before the commencement of LBI's
liquidation proceeding.

The automatic stay is an injunction that halts actions by
creditors against a company in bankruptcy protection.

Ms. Hammerman further said that Citibank did not receive the $1
billion to obtain a right to set off existing debt but to secure
the bank's future extensions of credit to LBI.

          LBI Trustee Seeks Issuance of Letter Rogatory

The LBI Trustee sought and obtained from the Court an order
directing issuance of a letter rogatory for service of process on
defendant Banco de Chile in the Republic of Chile.  The LBI
Trustee also sought and obtained from the Court an order,
directing the signing of three original Letters Rogatory and
compelling that the original letters be returned to counsel for
forwarding along with the Complaint and Summons in the action to
the U.S. Department of Justice.

                        Discovery Schedule

The Court, at the proposal of LBI and Citibank, has set these
dates to govern the discovery related to the Citibank adversary
complaint:

  Sept. 26, 2011 -- Document discovery must be substantially
                    completed, with documents produced on a
                    rolling basis

  Oct. 26, 2011  -- Logging of privileged documents must be
                    substantially completed

  Feb. 6, 2012   -- Fact discovery, including depositions, must
                    be completed

  March 6, 2012  -- Parties will disclose the identities of any
                    testifying expert witnesses and serve any
                    expert reports

  April 6, 2012  -- Any party's expert report intended to rebut
                    any other expert will be served

  May 7, 2012    -- All expert depositions will be completed

  June 6, 2012   -- Any dispositive motions will be filed and
                    served

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Weil Seeks $38 Million for 4 Months of Work
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Weil Gotshal & Manges LLP, the principal bankruptcy
lawyers for Lehman Brothers Holdings Inc., filed papers yesterday
seeking court approval for the payment of about $38 million in
fees and expenses for the period Oct. 1 through Jan. 31.  Weil's
partners, associates and paralegals billed 62,900 hours to Lehman
for the period, at an average hourly rate of $638 for lawyers.
Top Weil partners bill $1,000 an hour.

Mr. Rochelle notes that the bankruptcy court previously approved
almost $200 million in payments to New York-based Weil for work
from the beginning of the case in September 2008 through May 2010.
A request is still pending for approval of $43.7 million for the
four-month period ended Sept. 30.

Mr. Rochelle adds that the fee request for the four months ended
Jan. 31 is the second-lowest for Weil since the case began.  The
largest fee application sought $55.1 million for the period just
after the case started.  The smallest request for four months was
$40.3 million.

Meanwhile, the bankruptcy judge issued orders, allowing the
interim payment of fees and reimbursement of expenses incurred by
these professionals for the period February 1 to May 31, 2010:

Professional                     Fees        Expenses
------------                   ----------    --------
Bingham McCutchen, LLP         $2,616,539    $103,363

Bortstein Legal, LLC             $436,439          $0

Curtis, Mallet-Prevost, Colt   $3,440,334    $113,036
& Mosle LLP

Dechert LLP                      $611,775     $10,981

Deloitte Tax LLP                 $110,856        $126

Ernst & Young LLP                 $23,734          $0

FTI Consulting, Inc.           $9,658,001     $83,174

Gibson Dunn & Crutcher LLP       $651,642     $10,422

Houlihan Lokey Howard &        $1,823,299     $53,107
Zurkin Capital, Inc.

Jenner & Block LLP             $3,303,960    $324,275

Jones Day                     $12,748,365    $348,623

Kasowitz, Benson, Torres         $158,914    $125,292
& Friedman, LLP

Kleyr Grasso Associes            $123,264      $3,780

Latham & Watkins LLP             $192,805      $8,732

Lazard FrSres & Co. LLC        $3,250,000    $633,764

Milbank, Tweed, Hadley &      $19,041,118    $847,210
McCloy LLP

Momo-o, Matsuo & Namba           $107,620      $5,628

The O'Neil Group                 $275,995     $27,654

Pachulski, Stang, Ziehl          $350,611      $2,688
& Jones LLP

Paul, Hastings, Janofsky &       $296,514        $149
Walker LLP

PricewaterhouseCoopers LLP       $161,151      $2,055

Quinn, Emanuel, Urquhart       $3,366,004    $278,398
& Sullivan, LLP

Reilly Pozner, LLP               $999,282    $113,127

Richard Sheldon QC                $16,794          $0

Simpson Thacher & Bartlett LLP   $104,919      $1,610

Sutherland Asbill & Brennan LLP  $224,703      $1,024

Weil, Gotshal & Manges LLP    $45,941,292  $1,088,391

Windels Marx Lane &              $458,354      $5,714
Mittendorf, LLP

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: SIPC Trustee Supports $861-Mil. Deal with JPM
--------------------------------------------------------------
The Securities Investor Protection Corporation asks the Bankruptcy
Court to approve the settlement between the trustee of Lehman
Brothers Inc. and JP Morgan Chase Bank, N.A., J.P. Morgan
Securities LLC, and J.P. Morgan Clearing Corp., noting that the
LBI Trustee's investigation of, and settlement with, JPMorgan
reflects and in part fulfills the statutory mandate for the SIPA
to protect customers in the event of the financial failure of a
broker-dealer.

As reported in the May 20, 2011 edition of the Troubled Company
Reporter, before the Petition Date, JPMorgan served as the
principal clearing bank for LBI for a variety of securities
transactions.  JPMorgan maintained numerous accounts for LBI
through which it processed billions of dollars of cash and
securities transactions generated by LBI's operations, and
provided tens of billions of dollars of intraday loans to LBI on a
daily basis to fund its clearance operations.  As a result of a
series of investigations, the SIPA Trustee discovered various
potential claims against JPMorgan, which the Bank disputes.

The settlement, according to court papers, would secure the
return of more than $800 million of cash and securities that the
SIPA Trustee has identified as customer property, including $755
million in cash and $106 million in securities (valued as of
September 19, 2008), to the Trustee for distribution to customer
claimants in the SIPA proceeding.

Kenneth J. Caputo, Esq., senior associate general counsel for the
SIPC, in Washington, D.C., relates that, shortly after his
appointment, the LBI Trustee commenced an investigation of
JPMorgan's activities and relationships with LBI.  The
exhaustive, two-year investigation entailed the review and
analysis of the acts and conduct of the parties based on, among
other things, voluminous documentation and interviews with
numerous personnel of LBI and JPMorgan, Mr. Caputo points out.
The LBI Trustee, and his investigatory team, met and conferred
regularly with SIPC, and SIPC participated in numerous meetings,
which served to refine and narrow the outstanding facts and
issues among the parties, and enabled the parties to work
constructively towards completion of the compromise and
settlement that is the subject of the LBI Trustee's present
motion, Mr. Caputo further relates.

Accordingly, the SIPC maintains that the proposed settlement
furthers SIPA's mandate and the LBI Trustee's duties to maximize
the pool of assets available for distribution to customers of
LBI.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Citi Wants LBI Claims Reduced by $296-Mil.
-----------------------------------------------------------
Citibank, N.A., together with its affiliates Citigroup Global
Markets, Inc., Citibank Japan Ltd., Citigroup Pty Limited, Banco
Nacional de Mexico SA, Citibank International plc, Bank Handlowy
W Warszawie SA, Citibank AS, Citibank del Peru SA, Citibank
Europe plc, Citibank Maghreb, and ZAO KB Citibank seek authority
from the Bankruptcy Court to exercise certain contractual, common
law, and statutory rights, including rights of setoff, against or
in respect of LBI's deposit accounts with Citi.

As of the commencement of Lehman Brothers Inc.'s liquidation
proceeding under the Securities Investor Protection Act, Citi had
claims against LBI, totaling approximately $296 million.
Likewise, Citi has identified LBI claims against it, totaling
approximately $435 million.  The LBI claims arise from Citi's
maintenance of cash deposit and securities custody accounts for
LBI, derivatives transactions, securities repurchase
transactions, and securities clearing transactions.

Against this backdrop, Citi asserts contractual, common law, and
statutory rights to reduce LBI's claims against it by at least
$296 million.  Citi also seeks entitlement to relief from any
applicable stay under the Bankruptcy Code or SIPA to enforce its
rights.

According to Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind,
Wharton & Garrison LLP, in New York, argues that the "safe
harbor" provisions and other applicable provisions of the
Bankruptcy Code and SIPA compel enforcement of Citi's
contractual, common law, and statutory rights to reduce LBI's
claims against Citi by amounts owed to Citi by LBI.

Accordingly, Citi asks the Bankruptcy Court to:

  (a) under Sections 362(b)(6), 362(b)(7), 362(b)(17), 362(o),
      555, 559, and 560 of the Bankruptcy Code, Sections
      78eee(b)(2)(C) and 78fff(b) of the Commerce and Trade
      Code, and the District Court Liquidation Order,
      (x) determine that its proposed exercise of contractual,
      common law, and statutory rights is not subject to any
      stay under the Bankruptcy Code or SIPA, and (y)
      authorizing it to enforce its rights as requested in the
      motion;

  (b) in the alternative, lift the stay to permit the exercise
      of its contractual, common law and statutory rights to
      reduce or set off LBI's claims against it by the amount of
      the Citi claims against LBI, and to liquidate any
      collateral posted by LBI, all as requested in the motion;
      and

  (c) in the further alternative, under Sections 361 and 506(a)
      of the Bankruptcy Code, grant adequate protection of its
      interests in the Deposit Accounts and other LBI Claims to
      the extent that the Court determines that relief from the
      stay cannot be granted at this time.

Citibank, in a separate filing, asks permission from the Court to
file, under seal, confidential material related to its motion.
The confidential material relates to information of CLS Bank
International and CLS Services Ltd.

Stephen J. Shimshak, Esq., a member of Paul, Weiss, Rifkind,
Wharton & Garrison LLP, in New York, counsel to Citibank, filed a
declaration attaching documents related to the motion, including
the relevant documents to be filed under seal.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Unveils Plan to Settle Derivatives Claims
----------------------------------------------------------
Lehman Brothers Holdings Inc. is proposing a deal to settle its
outstanding derivatives trades with its largest counterparties in
a bid to speed the resolution of its bankruptcy case, according
to a May 31, 2011 report by Dow Jones Daily Bankruptcy Review.

LBHI proposed the deal with 13 of its largest derivatives
counterparties, which include some of Wall Street's biggest
banks, the report said.  The company is offering to settle the
claims using a common valuation method in exchange for seeking to
reduce those claims in litigation, the report added.

The company has been in talks for months with banks holding the
largest derivatives claims including Bank of America Corp., Bank
of New York Mellon Corp., Citibank, Deutsche Bank, Credit Suisse
Group and J.P. Morgan Chase & Co.

For the settlement to work, at least 10 of the big banks must
sign off on the deal by June 30, 2011.  Without the approval,
LBHI said it will contest the claims and will "seek to reduce
such claims to amounts lower than the derivatives framework," Dow
Jones reported.

According to LBHI's most recent Chapter 11 plan, about 30
financial institutions filed $22 billion in derivatives claims
against the company and its derivatives subsidiary.  Lehman
representatives, however, have argued that the figure is inflated
and that if the derivatives claims are calculated according to
new framework, those claims would total about $10 billion, Dow
Jones reported.

At the time of its collapse, LBHI was a party to or had
guaranteed more than 10,000 derivative contracts representing
more than 1.7 million transactions, according to the report.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Investors Sue Lehman Over $640MM Contributions
---------------------------------------------------------------
Lehman Brothers Holdings Inc. real estate units and executives
were slapped with a lawsuit by investors who claimed they
contributed part of $640 million in 2008 to properties for which
the company overpaid, Bloomberg News reported.

The investors, including Barbara Fried of Virginia, described
themselves in a court filing as limited partners of Lehman
Brothers Real Estate Partners III and 10 other partnerships
formed by LBHI mostly in 2007.  The group seeks unspecified
damages and fees, according to the report.

While Lehman was writing down commercial real estate in 2007, the
partnerships "spoke only of future market opportunities."
Overvalued assets were bought and "warehoused" for the funds,
which planned to borrow $1.2 billion to buy them and did not
disclose the risk, the investors alleged.

The case is Fried v. Lehman Brothers Real Estate Associates,
651461/2011, New York State Supreme Court (Manhattan).

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Judge Dismisses in Part Ballyrock ABS Lawsuit
--------------------------------------------------------------
U.S. Bankruptcy Judge James Peck granted in part and denied in
part the motion to dismiss the adversary complaint by Ballyrock
ABS CDO 2007-1 Limited.

The Adversary Proceeding raises questions relating to the
enforceability in bankruptcy of a contractual provision triggered
by the default and early termination of certain transactions
under a credit default swap entered in July 2007 by Lehman
Brothers Special Financing Inc. and Ballyrock, pursuant to which
Ballyrock, a special purpose entity formed solely for the
transaction, agreed to pay LBSF if losses were incurred on
certain assets.  In return, LB Special Financing agreed to pay a
periodic premium to Ballyrock, similar to an insurance premium.

LBSF filed the adversary proceeding to protect its contractual
right to more than $400 million from Ballyrock, and to enjoin
Wells Fargo, N.A., acting in its capacity as trustee, from
improperly distributing to Ballyrock's investors the remaining
assets -- more than $137 million.  LBSF maintains it is the
rightful owner of the remaining assets.

The Court denied the motion to dismiss in relation to the two
counts that seek to invalidate the "Defaulted Synthetic
Termination Payment Clause" as an ipso facto clause or to enjoin
the "Proposed Distribution."  The Court, however, granted the
motion to dismiss as to count II of the Complaint, which allege
that ineffective steps were taken to terminate the Credit Default
Swap Agreement.

The surviving counts are counts I ("Declaratory Judgment -- The
Proposed Distribution is Improper") and III ("Request for
Temporary Restraining Order and Preliminary and Permanent
Injunction Pursuant to Rules 7001(7) and 7065 of the Federal
Rules of Bankruptcy Procedure and Section 105(a) of the
Bankruptcy Code of the Complaint.)

The Court notes that the Complaint asserts viable claims that the
Defaulted Synthetic Termination Payment Clause violates the
Bankruptcy Code's prohibition against ipso facto clauses.

"The Bankruptcy Code of 1978 effected a change in the treatment
of contract or lease clauses that" sought to "modify the
relationships of contracting parties due to the filing of a
bankruptcy petition" -- the so-called ipso facto clauses, Judge
Peck noted, citing In re Reloeb Co. v. LTV Corp. (In re
Chateaugay Corp.), 1993 U.S. Dist. LEXIS 6130, *14 (S.D.N.Y.
1993).  It is now axiomatic that ipso facto clauses are
unenforceable in bankruptcy, he further noted.

Section 541 of the Bankruptcy Code, in addition to describing
what constitutes property of the bankruptcy estate, also
invalidates ipso facto clauses, providing that a debtor's
interest in property, Judge Peck stated.

The safe harbor provisions of Section 560 of the Bankruptcy Code
were enacted to protect a non-defaulting swap participant's
contractual rights to: (i) liquidate, terminate or accelerate
"one or more swap agreements because of a condition of the kind
specified in section 365(e)(1)" of the Bankruptcy Code, or (ii)
"offset or net out any termination values or payment amounts
arising under or in connection with the termination, liquidation,
or acceleration of one or more swap agreements . . .," Judge Peck
pointed out in his May 12 memorandum.

According to Judge Peck, courts have refrained from interpreting
the language of Section 560 beyond the plain meaning of the words
"liquidation, termination, or acceleration," citing In re Calpine
Energy Servs, L.P. v. Reliant Energy Elec. Solutions, LLC, (In re
Calpine Corp.), 2009 WL 1578282, at *6-*7 (Bankr. S.D.N.Y. 2009).

Accordingly, the Defaulted Synthetic Termination Payment Clause,
once activated by the default of a bankruptcy filing, would
change the flow of funds in a manner that would deprive LBSF of
pre-existing distribution rights, Judge Peck noted.  "Such a
mandated elimination of a substantive right to receive funds that
existed prior to the bankruptcy of LBHI should not be entitled to
any protection under safe harbor provisions that, by their
express terms, are limited exclusively to preserving the right to
liquidate, terminate and accelerate a qualifying financial
contract."

Count II of the Complaint seeks a declaratory judgment that
Ballyrock improperly terminated the Credit Default Swap
Agreement, and, as a result, both that agreement and the
underlying transactions remain in effect.  This count is premised
on the allegation that the Credit Default Swap Agreement, by
custom and practice of the market, includes both the Ballyrock
Master Agreement and the related Transactions.

LBSF contended that Ballyrock was unable to terminate the Credit
Default Swap Agreement without first satisfying certain
prerequisites described in the Indenture.  Specifically, LBSF
argues that section 7.8(a)(xi) of the Indenture prohibits
Ballyrock from "terminat[ing] the Credit Default Swap Agreement
unless (A) no Transactions remain outstanding . . . or (B)
[Ballyrock] has entered into a replacement" swap agreement.  LBSF
asserted that those conditions to termination were not met when
Ballyrock sent the September 16 Letter purporting to terminate
the outstanding Transactions and accordingly, the agreement and
the transactions remain in effect despite the purported
termination.

"This proposed interpretation of the governing documents is
unpersuasive and ignores the fact that the Indenture's defined
term 'Credit Default Swap Agreement' refers to the Ballyrock
Master Agreement and does not directly embrace the Transactions
contemplated by that agreement," Judge Peck opined.

Judge Peck granted the motion as to Count II, pointing out that
Count II does not state a claim upon which relief can be granted
because even if Ballyrock failed to observe the Indenture's
requirements for termination of the Credit Default Swap
Agreement, the Transactions themselves were terminated and
termination of the Transactions by itself would be sufficient to
establish a right to the termination payments at issue in the
Adversary Proceeding.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHR CONSTRUCTION: Trustee Hires Golenbock Eiseman as Counsel
-------------------------------------------------------------
Jonathan L. Flaxer, the Chapter 11 Trustee of Lehr Construction
Corp., seeks permission from the U.S. Bankruptcy Court for the
Southern District of New York to employ Golenbock Eiseman Assor
Bell & Peskoe as his general counsel.

The firm can be reached at:

          Douglas L. Furth, Esq.
          Dallas Alabaugh, Esq.
          Michael S. Weinstein, Esq.
          GOLENBOCK EISEMAN ASSOR BELL & PESKOE LLP
          437 Madison Avenue
          New York, NY 10022
          Tel: (202) 907-7300
          E-mail: dfurth@golenbock.com
                  dalbaugh@golenbock.com
                  mweinstein@golenbock.com

As the Trustee's counsel, GEABP will, among other things:

     (a) provide legal advice and all legal services necessary
         to assist the Trustee in his efforts to wind down the
         the Debtor's affairs, maximizing the value of the
         Estate and investigate the Estate's assets and financial
         affairs;

     (b) evaluate and pursue potential causes of action under
         chapter 5 of the Bankruptcy Code, if any;

     (c) prepare or review on behalf of the Trustee, such
         necessary motions, applications, answers, orders, reports
         and other papers in connection with the administration
         of the Debtor's Estate; and

     (d) at the request of the Trustee, take such action as
         may be necessary to protect and preserve the Estate,
         including the prosecution of actions on the Trustee's
         or Debtor's behalf, the defense of any actions
         commenced against the Debtor or the Trustee, and the
         prosecution objections to claims designated by the
         Trustee as subject to objection.

The Trustee will hire GEABP on an hourly basis and will reimburse
reasonable expenses incurred in connection with performing such
services.

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

                    About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


LEHR CONSTRUCTION: Trustee Taps Wolf Haldenstein as Counsel
-----------------------------------------------------------
Jonathan L. Flaxer, the Chapter 11 Trustee of Lehr Construction
Corp., asks authority from the U.S. Bankruptcy Court for the
Southern District of New York to retain Wolf Haldenstein Adler
Freeman & Hertz as conflicts counsel to the Trustee.

The firm will represent the Trustee in any dispute with HSBC Bank
USA, National Association or any of its affiliates.  The Debtor
recently completed projects for HSBC at its Columbus Avenue and
Broadway locations and has an incomplete project for HSBC at its
Fifth Avenue location.  To the best of the Trustee's knowledge,
there are no issues or disputes relating to the three HSBC
projects.  In the event that disputes between the Estate and HSBC
arise, the Trustee proposes that WH will represent him in
connection with such dispute.

WH will charge for services rendered on an hourly basis and for
reimbursement for reasonable expenses incurred.

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

                    About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


LODGENET INTERACTIVE: Two Directors Elected at Annual Meeting
-------------------------------------------------------------
R. F. Leyendecker, who has served as a director of Lodgenet
Interactve Corporation for more than 20 years, has decided to
retire from the Board effective June 2, 2011, and chose not to
stand for re-election at the annual meeting held on June 2, 2011.
The Board does not intend to fill the director vacancy at this
time.  The Board believes it can effectively represent the
shareholders and carry out its responsibilities with an eight
member board.

On June 2, 2011, LodgeNet held its 2011 Annual Meeting.  At the
meeting, the holders of 22,828,546 shares were represented in
person or by proxy.  Vikki Pachera and Edward L. Shapiro were
elected as directors.  The Shareholder Rights Plan adopted by the
Stockholders in May 2008 was ratified.  The appointment of
PricewaterhouseCoopers LLP as LodgeNet's independent registered
public accounting firm for the fiscal year ending Dec. 31, 2011,
was ratified.  Executive compensation was approved with an
advisory vote.  Shareholders approved the recommendation to hold
an advisory vote to approve executive compensation every year.

                    About LodgeNet Interactive

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

The Company reported a net loss of $11.68 million on $452.17
million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.15 million on $484.49 million of
total revenue during the prior year.

The Company's balance sheet at March 31, 2011 showed
$439.21 million in total assets, $490.67 million in total
liabilities, and $51.46 million in total stockholders' deficiency.

                        *     *     *

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

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


LOWER BUCKS: Has Until July 8 to Propose Chapter 11 Plan
--------------------------------------------------------
The Hon Eric L. Frank of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania extended Lower Bucks Hospital. et al.'s
exclusive periods to file a solicit acceptances for the proposed
chapter 11 plan until July 8, 2011, and Sept. 6, respectively.

As reported in the Troubled Company Reporter on April 27, the
Debtors asked for the extensions to pitch it exclusively to
creditors for their approval.  This is the seventh exclusivity
extension requested by the Debtor.

The TCR also reported that the Company could emerge from
bankruptcy as early as September, if the court approves what will
likely be its last request for more time to file its restructuring
plan.

The Company said that absent an extension, a tentative deal it has
reached with its bond trustee holder would be jeopardized.
The hospital says it has reached a tentative agreement to resolve
pending litigation with its bondholder.  The agreement is
contingent upon an agreement between the hospital and the Pension
Benefit Guaranty Corp.  The hospital is seeking to have the PBGC
take over its employee pensions.

                   About Lower Bucks Hospital

Bristol, Pennsylvania-based Lower Bucks Hospital is a non-profit
hospital based in Bristol, Pennsylvania.  The Hospital is
currently licensed to operate 183 beds.  Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities.  The Hospital's emergency room serves
approximately 30,000 patients annually.  For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians also filed Chapter 11 petitions.  Jeffrey
C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, assist
the Hospital in its restructuring effort.  Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent.  The
Debtors tapped Zelenkofske Axelrod LLC for the provision of tax
preparation services.  The Hospital estimated assets and
liabilities at $50 million to $100 million .


LPATH, INC: Enters Into Lease Agreement with Sorrento Science
-------------------------------------------------------------
Lpath, Inc., and Sorrento Science Park, LLC, entered into a lease
agreement for Lpath, Inc.'s new corporate headquarters in San
Diego, California.

The Lease term is 64 months commencing in July 2011.  Monthly
payments for the 11,960 square foot space will be $25,116, with
annual escalations of up to 3%.  The Company has one five-year
renewal option under the Lease.  The Company will vacate its
current office space when the lease expires in July 2011.

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

                        http://is.gd/YF1ygC

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $4.60 million on $7.83 million
of total revenues for the year ended Dec. 31, 2010, compared with
net income of $3.98 million on $11.91 million of total revenues
during the prior year.

The Company's balance sheet at March 31, 2011, showed $22.51
million in total assets, $20.90 million in total liabilities and
$1.61 million in total stockholders' equity.

As reported by the TCR on March 28, 2011, Moss Adams LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial statements at the end of 2009.  The
independent auditors noted that the Company had incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2010
and beyond.  In its audit report for 2010, the auditor did not
issue a going concern qualification.


LT 266: Stay Lifted for VASOS to Pursue NY Foreclosure Action
-------------------------------------------------------------
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York lifted the automatic stay in the Chapter 11
cases of LT 266 Third Avenue and NK 266 Third Avenue LLC to allow
VASOS LLC to exercise its rights in a civil action it filed in the
Supreme Court County of New York.

Prior to the Petition Date, VASOS, a secured creditor, filed the
civil action to foreclose on its interest in the property located
at 266-270 Third Avenue, in New York.

LT 266 Third Avenue, LLC, filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 11-11386) in Manhattan on March 29, 2011.  Avrum
J. Rosen, Esq., at The Law Offices of Avrum J. Rosen, PLLC,
represents the Debtor.


M. SLAVIN & SONS: 3 Brooklyn Properties Set for Auction June 16
---------------------------------------------------------------
Adrianne Pasquarelli at Crains New York reports that three
Brooklyn properties belonging to M. Slavin & Sons are now up for
sale.  The sites, which are located in the Brownsville section and
total around 37,000 square feet of building and land, will be
auctioned off later this month as part of M. Slavin's Chapter 11
bankruptcy proceedings.

The report says the first property, located at 31-39 Belmont Ave.,
boasts a nearly 8,000-square-foot building and 7,500 square feet
of land.  The second property, at 447 Rockaway Ave., has a 10,000-
square-foot building and 17,000 square feet of land.  Both
properties have both refrigerated and retail space.  A third
parcel, at 97-99 Thatford Ave. and 120-122 Osborn St., consists of
about 10,000 square feet of vacant land that is currently used as
a parking lot.

Richard Maltz, vice president of the real estate auction division
at David R. Maltz & Co., the Plainview, N.Y.-based firm handling
the auction proceedings, expects the properties to sell either
individually or as a bundle to an investment firm which may use
the sites for retail purposes such as apparel, grocery or
professional services.  He noted that most potential buyers will
not specialize in food wholesaling, as M. Slavin did.  The auction
will take place on June 16 in Plainview.  The suggested opening
bid for all three sites is $700,000-a far cry from the property's
$6.5 million pre-bankruptcy listing.

                      About M. Slavin & Sons

M. Slavin & Sons, Ltd., is a seafood vendor based in Bronx, New
York.  Founded in the early 1900s, the Company also operates a
processing facility in Point Judith, Rhode Island.  The Company
delivers seafood, including whole fish, fillets, live shellfish
and breaded, smoked, canned or frozen products, to more than 1,000
customers in the tri-state area.

M. Slavin & Sons filed for Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 11-10589) on Feb. 14, 2011.  Gerard R. Luckman, Esq.
at Silvermanacampora, LLP, in Jericho, New York, represents the
Debtor.  The Debtor estimated assets of $1 million to $10 million
and debts of $10 million to $50 million as of the Chapter 11
filing.


MADISON HOTEL: Sec. 341 Creditors' Meeting Set for June 30
----------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
creditors pursuant to Sec. 341(a) of the Bankruptcy Code in the
bankruptcy case of Madison Hotel, LLC, on June 30, 2011, at 2:30
p.m., 80 Broad St., 4th Floor, USTM.

The Debtor's schedules of assets and liabilities and statement of
financial affairs are due to be filed June 10.

Madison Hotel, LLC, based in New York, filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 11-12560) on May 27, 2011.
Judge Martin Glenn presides over the case.  Mark A. Frankel, Esq.,
at Backenroth Frankel & Krinsky, LLP, serves as bankruptcy
counsel.  In its petition, the Debtor estimated $10 million to
$50 million in assets and debts.  The petition was signed by
Benzion Suky, managing member of 62 Madison LLC, the Debtor's
managing member.


MAJESTIC CAPITAL: Section 341(a) Meeting of Creditors Tomorrow
--------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
of Majestic Capital Ltd. fdba CRM Holdings Inc. on June 8, 2011,
at 1:00 p.m., at Office of the United States Trustee, 355 Main
Street in Poughkeepsie, New York.

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.


MAJESTIC CAPITAL: Court Approves Day Seckler as Fin'l Advisors
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Majestic Capital, Ltd., et al., to employ Day
Seckler, LLP, as accountants and financial advisors.

Day Seckler will, among other things:

   -- assist the Debtors' legal counsel and other advisors in
      planning for the bankruptcy filing; and

   -- advise the Debtors' management team, as requested, with
      respect to communications with customers, vendors,
      employees, creditors and other parties in interest during
      the bankruptcy process.

G. Wayne Day, a partner at Day Seckler, told the Court that his
hourly rate is $350 and David Dannenburg's hourly rate is $250.

Mr. Day added that Day Seckler received a $20,000 retainer for
services rendered during the Chapter 11 cases.  Day Seckler has
received no other prepetition payments from the Debtors.

Mr. Day assured the Court that Day Seckler is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                   About Majestic Capital, Ltd.

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  Michelman & Robinson, LLP, serves as the Debtors'
special counsel.  The Debtor disclosed $436,191,000 in assets and
$421,757,000 in liabilities as of Dec. 31, 2010.


MAJESTIC CAPITAL: Court Approves Genova & Malin as Local Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Majestic Capital, Ltd., et al., to employ Genova &
Malin, Attorneys at Law, as local counsel.

G&M will, among other things:

   -- coordinate and file of all necessary applications, motions,
      memoranda, orders reports and other legal pleadings;

   -- appear in Court and at various meetings in coordination with
      Murphy & King, Professional Corporation, to represent the
      interests of the Debtors; and

   -- perform of all other legal services for the Debtors in
      connection with these Chapter 11 cases.

G&M will coordinate with M&K, as the Debtors' general bankruptcy
counsel to avoid duplication of efforts.

The hourly rates of G&M's personnel are:

         Partners                  $350
         Associates                $225
         Legal Assistants          $100

The Debtors related that G&M was provided with a $25,000 retainer
for services G&M has agreed to provide the Debtors during the
Chapter 11 Cases.  G&M has received no other prepetition payments
from the Debtors.

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

The Debtors are represented by:

          GENOVA & MALIN, ATTORNEYS AT LAW
          Thomas Genova, Esq.
          1136 Route 9
          Wappingers Falls, NY 12590-4905
          Tel: (845) 298-1600
          Fax: (845) 298-1265

          MURPHY & KING, PROFESSIONAL CORPORATION
          Harold B. Murphy, Esq.
          Andrew G. Lizotte, Esq.
          One Beacon Street
          Boston, MA 02108
          Tel: (617) 423-0400
          Fax: (617) 556-8985

                   About Majestic Capital, Ltd.

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Michelman & Robinson,
LLP, serves as the Debtors' special counsel.  The Debtor disclosed
$436,191,000 in assets and $421,757,000 in liabilities as of
Dec. 31, 2010.


MARONDA HOMES: Court OKs Manion McDonough as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized Maronda Homes, Inc., to employ Manion McDonough &
Lucas, P.C., as bankruptcy counsel.

Manion McDonough is representing the Debtor in the Chapter 11
proceedings.

As reported in the Troubled Company Reporter on April 25, 2011,
the hourly rates of Manion McDonough personnels are:

         Joseph F. McDonough                  $435
         James G. McLean                      $350
         Associates                       $185 - $315
         Paralegals                           $115

Joseph F. McDonough, Esq., a member at Manion McDonough, assured
the Court that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                       About Maronda Homes

Maronda Homes, Inc., based in Clinton, Pennsylvania, near
Pittsburgh, builds homes in Florida, Pennsylvania, Georgia and
Kentucky.  It filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Pa. Case No. 11-22418) on April 18, 2011.  Joseph F.
McDonough, Esq., at Manion Mcdonough & Lucas, serves as the
Debtor's bankruptcy counsel.  The Company disclosed $83,784,549 in
assets and $91,773,703 in liabilities.

Affiliates Maronda Homes, Inc. of Ohio (Bankr. W.D. Pa. Case No.
11-22422) and Maronda Homes of Cincinnati, LLC (Bankr. W.D. Pa.
Case No. 11-22424) simultaneously filed separate Chapter 11
petitions on April 18, 2011.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the Debtor's Chapter 11 case.


MILLENNIUM REAL ESTATE: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Millennium Real Estate Services, LLC
        112 Nottingham Road
        Bedford Hills, NY 10507

Bankruptcy Case No.: 11-23103

Chapter 11 Petition Date: June 1, 2011

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

Judge: Robert D. Drain

Debtor's Counsel: Dawn K. Arnold, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: darnold@rattetlaw.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 10 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-23103.pdf

The petition was signed by Peter Iovino, managing member.


MP-TECH AMERICA: Committee Taps Johnson Barton as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
cases of MP-Tech America, LLC, asks the U.S. Bankruptcy Court for
the Middle District of Alabama for permission to retain Johnson
Barton Proctor & Rose LLP as its counsel.

As the Committee's counsel, Johnson Barton will, among other
things:

     (a) investigate, file, and prosecute litigation on behalf
         of the Committee;

     (b) represent the Committee at hearings and other pleadings;

     (c) assist the Committee in preparing pleadings and
         applications as may be necessary in furtherance of the
         of the Committee's interests and objectives; and

     (d) perform such other legal services as may be required
         and are deemed to be in the interests of the Committee
         in accordance with the Committee's powers and duties.

Compensation will be payable to Johnson Barton on an hourly basis,
plus reimbursement of actual, necessary expenses and other charges
incurred by the firm.  The standard hourly rates of its
professionals are:

   Designations                Hourly Rates
   ------------                ------------
   Partners                    $235 - $450
   Counsel                     $255 - $345
   Associates                  $200 - $295
   Legal Assistants            $120 - $160

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

                         About MP-Tech America

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.  The Debtor has tapped Fritz Hughes & Hill LLC
in Montgomery, Alabama, as co-counsel.


NEOMEDIA TECHNOLOGIES: To Sell $450,000 Debenture to YA Global
--------------------------------------------------------------
NeoMedia Technologies, Inc., entered into an Agreement to issue
and sell a secured convertible debenture to YA Global Investments,
L.P., in the principal amount of $450,000.  The closing of the
transaction was held on May 31, 2011.  In addition to the
Debenture, the Company also issued a warrant to the Buyer to
purchase 1,000,000 shares of the Company's common stock, par value
$0.001 per share, for an exercise price of $0.15 per share.

The Debenture will mature on July 29, 2012, and will accrue
interest at a rate equal to 14% per annum and that interest will
be paid on the Maturity Date in cash or, provided that certain
Equity Conditions are satisfied.  At any time, the Buyer will be
entitled to convert any portion of the outstanding and unpaid
principal and accrued interest thereon into fully paid and non-
assessable shares of Common Stock at a price equal to the lesser
of $0.10 and 95% of the lowest volume weighted average price of
the Common Stock during the 60 trading days immediately preceding
each conversion date.

The Debenture is secured by certain pledges made with respect to
the assets of the Company and its subsidiaries as set forth in the
Tenth Ratification Agreement dated May 31, 2011, and that certain
Security Agreement and Patent Security Agreement both dated
July 29, 2008, by and among the Company, each of the Company's
subsidiaries made a party thereto, and the Buyer.

In connection with the Agreement, the Company also entered into
those certain Irrevocable Transfer Agent Instructions with the
Buyer, an escrow agent and WorldWide Stock Transfer, LLC, the
Company's transfer agent.

The Company will not affect any conversion, and the Buyer will not
have the right to convert any portion of the Debenture to the
extent that after giving effect to such conversion, the Buyer
would beneficially own in excess of 9.99% of the number of shares
of Common Stock outstanding immediately after giving effect to
such conversion, except for not less than 65 days prior written
notice from the Buyer.

The Company will have the right to redeem a portion or all amounts
outstanding in the Debenture via Optional Redemption by paying the
amount equal to the principal amount being redeemed plus a
redemption premium equal to 10% of the principal amount being
redeemed, and accrued interest.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company reported a net income of $35.09 million on
$1.52 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $67.38 million on $1.66 million of
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$8.26 million in total assets, $79.42 million in total
liabilities, all current, $7.52 million in Series C convertible
preferred stock, $2.50 million in Series D convertible preferred
stock, and a $81.18 million total shareholders' deficit.

Kingery & Crouse, P.A, in Tampa, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
accounting firm noted that the Company has suffered recurring
losses from operations and has ongoing requirements for additional
capital investment.


NEW ORIENTAL: Common Stock Delisted from Nasdaq
-----------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of New Oriental Energy & Chemical
Corp., effective at the opening of the trading session on June 13,
2011.  Based on review of information provided by the Company,
Nasdaq Staff determined that the Company no longer qualified for
listing on the Exchange pursuant to Listing Rule 5550(b)(1).  The
Company was notified of the Staff's determination on Sept. 10,
2010.  The Company appealed the determination to a Hearing Panel.
Upon review of the information provided by the Company,
the Panel issued a decision dated Dec. 14, 2010, granting
the Company's continued listing because it had regained
compliance with 5550(b)(1), but putting the Company on a
Panel Monitor through Dec. 15, 2011, to ensure continued
compliance.

On March 11, 2011, the Staff notified the Company that its failure
to pay fees was an additional basis for delisting pursuant to
Listing Rule 5250(f), and gave the Company an opportunity to seek
review with the Panel.  However, the Company did not seek a review
with the Panel within the applicable time frame.  On March 22,
2011, the Panel issued a final delisting determination and
notified the Company that trading in the Company's securities
would be suspended on March 23, 2011.

The Company did not request a review of the Panel's decision
by the Nasdaq Listing and Hearing Review Council.  The Listing
Council did not call the matter for review.  The Panel's
determination to delist the Company became final on May 6, 2011.

                        About New Oriental

New Oriental Energy & Chemical Corp. (NASDAQ: NOEC)
-- http://www.neworientalenergy.com/-- was incorporated in the
State of Delaware on November 15, 2004.  The Company is an
emerging coal-based alternative fuels and specialty chemical
manufacturer based in Henan Province, in the Peoples'
Republic of China.  The Company's core products are urea and other
coal-based chemicals primarily utilized as fertilizers.  All of
the Company's sales are made through a network of distribution
partners in the Peoples' Republic of China.

The Company's balance sheet at Dec. 31, 2010, showed $54.3 million
in total assets, $51.4 million in total liabilities, and
stockholders' equity of $2.9 million.

As reported in the Troubled Company Reporter on July 2, 2010,
Weinberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
incurred a net loss of $12.8 million and has negative cash flows
from operations of $7.5 million for the year ended March 31, 2010,
and has a working capital deficit of $44.1 million at March 31,
2010.


NLC UNITRUST: Hires Weir & Partners as Special Litigation Counsel
-----------------------------------------------------------------
N.L.C. Unitrust Partners seeks permission from the U.S. Bankruptcy
Court for the District of Delaware to employ Weir & Partners LLP
as special litigation counsel to prosecute certain claims in
certain litigation pending in the Court of Common Pleas of
Philadelphia County.

The State Court Litigation, generally, involves the prosecution of
claims of fraud, breach of fiduciary duty and conversion against
former officers, directors and control persons, and certain
transferees of the Debtor and its wholly owned subsidiary Unicon
Holding Inc.

W &P's hourly rates range from $300 to $465 per hour for partners,
from $185 to $285 per hour for associates, and from $125 to $140
for paralegals.

The Debtor will also reimburse W&P for expenses it incurred or
will incur.

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

Sedona, Arizona-based N.L.C. Unitrust Partners filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 10-14074) on
Dec. 15, 2010.  Ciardi Ciardi & Astin is retained as counsel to
the Debtor.  In its schedules, the Debtor disclosed $35,802,500 in
assets and $4,780,000 in liabilities.


NORTEL NETWORKS: Justice Agency Keeps Close Eye on Bidding Process
------------------------------------------------------------------
Joseph Deaux at The Street reports that the Justice Department is
reportedly keeping a close eye on the bidding process for the
massive amount of patents being offered up by bankrupt Nortel
Networks later this month in an effort to stay ahead of any anti-
competitive ramifications.

According to The Wall Street Journal, the department's antitrust
division was reviewing an opening bid of $900 milion from Google
Inc. for the portfolio but added that no potential issues had
surfaced as yet.  Apple, Inc., may be another story, however,
according to the article, which notes Steve Jobs & Co. are known
to be sticklers about intellectual property.

The WSJ said the Justice Department has "greater concerns" about
Apple, and that the company has already been talking with the
agency to address these concerns.

                     About Nortel Networks

Nortel Networks Inc. (OTC BB: NRTLQ) -- http://www.nortel.com/--
was once North America's largest communications equipment
provider.  It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.  So
far, Nortel has raised $3.2 billion by selling its operations
as it prepares to wind up a two-year liquidation due to
insolvency.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.

In June 2011, Nortel will auction off its remaining patent
portfolio.  Google Inc. is the lead bidder with a $900 million
offer.


NORTEL NETWORKS: Seeks to Employ Cassidy Turley as Broker
---------------------------------------------------------
Nortel Networks Inc. and its affiliates ask permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Cassidy Turley CPS as broker for the Debtors in connection with
the negotiation of the sublease of certain real property located
in Santa Clara, California, nunc pro tunc to March 31, 2011.

The Debtor proposed that Cassidy Turley be compensated pursuant to
the proposed commission agreement.

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

                      About Nortel Networks

Nortel Networks Inc. (OTC BB: NRTLQ) -- http://www.nortel.com/--
was once North America's largest communications equipment
provider.  It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.  So
far, Nortel has raised $3.2 billion by selling its operations
as it prepares to wind up a two-year liquidation due to
insolvency.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.

In June 2011, Nortel will auction off its remaining patent
portfolio.  Google Inc. is the lead bidder with a $900 million
offer.


NORTEL NETWORKS: Wants Official Retiree Panel Established
---------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Nortel Networks Corp. on Thursday asked the
Bankruptcy Court to appoint an official retiree committee to
negotiate over ending or modifying health-care benefits the
company attempted to cut off last year.

Nortel said it had spent $19 million on U.S. retiree and
disability benefits since being thwarted by a July 2010 appeals
court decision related to the bankruptcy case of car parts maker
Visteon Corp. that said companies must talk to retirees before
terminating their benefits.  According to DBR, with costs running
at about $2 million per month, Nortel wants to end "or modify" its
retiree health care offerings and disability pay to staunch the
flow of cash going out.  DBR notes negotiating with an official
panel is a required step under the appeals-court ruling.

The Court will consider the request at a hearing for June 21.

DBR notes the Pension Benefit Guaranty Corp. absorbs the pension
plans of failed companies but doesn't guarantee full pay for
retirees.  The agency's limits mean many Nortel U.S. retirees will
see their income slashed.  According to DBR, court papers reflect
claims from several Nortel executives for monthly pensions of
$8,000 or more.  The top monthly benefit the PBGC set for Nortel
workers is $4,500.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NURSERYMEN'S EXCHANGE: Selling Licensing Deals at July 13 Auction
-----------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Nurserymen's Exchange Inc.'s licensing agreements
with plant breeders and retailers are up for sale along with the
rest of the 475-acre nursery's assets.  The company is proposing
to sell itself at a July 13 auction to pay off the debt that
followed.

Half Moon Bay, California-based Nurserymen's Exchange is a family-
owned broker between plant growers and retail outlets.  Founded in
1941, Nurserymen's has long been among the Coastside's biggest
employers.

Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-31985) in San Francisco, California, on May 23,
2011.  Stephen D. Finestone, Esq., in San Francisco, serves as
counsel to the Debtor.  Omni Management Group, LLC, is the claims
and notice agent.  C&A, Inc., serves as financial advisor.  The
Debtor disclosed $34,755,036 in assets and $24,772,945 in
liabilities in its schedules.


ON THE LEVEL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: On The Level Construction & Excavation, Inc.
        165 Forge Village Road
        Groton, MA 01450

Bankruptcy Case No.: 11-42362

Chapter 11 Petition Date: June 1, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Melvin S. Hoffman

Debtor's Counsel: John M. McAuliffe, Esq.
                  MCAULIFFE & ASSOCIATES, P.C.
                  430 Lexington Street
                  Newton, MA 02466
                  Tel: (617) 558-6889
                  E-mail: mcauliffeassociates@hotmail.com

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

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

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

The petition was signed by James D. Bresnick, president.


PACKET360 INC: Files Chapter 7 Liquidation
------------------------------------------
Louis Llovio at the Richmond Times-Dispatch reports that Packet360
Inc. has filed for Chapter 7 liquidation after abruptly shutting
down and telling employees that they were losing their jobs.

The Times-Dispatch relates that the company, once ranked 164 on
the Inc. 500 list of the fastest-growing private companies in the
U.S., estimated $1 to $50,000 in estimated assets and between  $1
million and $10 million in estimated liabilities, according to its
filing with the U.S. Bankruptcy Court in Richmond, Virginia.

Earlier on May 31, the report says, Packet360 had a sign taped to
the door of its offices on East Shore Drive off Nuckols Road that
read "Notice: Packet360 is closed."  The company's website also
was down, the Times-Dispatch adds.

A group of stunned, suddenly unemployed workers who gathered in
the hall outside its offices on May 31 said they'd been notified
by email Monday that the company was closing.  They were not given
a reason.

Henrico County, Virginia-based Packet360 Inc. provides technology
consulting and systems integration.  The Company posted revenue
growth of 1,148% from 2005 to 2008, according to Inc. magazine
when the company made the list in 2009.  The company had revenue
of $25.6 million in 2008, an increase of 125% compared with 2007.
It had about 50 employees in 2009.


PARMALAT SPA: Bondi Wants Grant Thornton Cases Moved to Illinois
----------------------------------------------------------------
Parmalat Capital Finance Limited and Dr. Enrico Bondi, was
appointed Extraordinary Commissioner in each of the Parmalat
cases, ask the U.S. District Court for the Southern District of
New York to abstain from hearing the two lawsuits filed against
Grant Thornton International and Grant Thornton, LLP, among other
defendants.  Parmalat and Dr. Bondi also ask the District Court
to remand the cases to the Cook County, Illinois state court
where they were originally filed.

To recall, the U.S. Court of Appeals for the Second Circuit
remanded the cases to the District Court.  The Appeals Court also
vacated the District Court's order denying mandatory abstention
under Section 1334(c)(2) of the Judiciary and Judicial
Procedures.

Specifically, the Appeals Court held that the impact of the state
court proceedings on a securities class action is immaterial to
the question of timely adjudication unless it would prolong the
administration or liquidation of the foreign estates.

The Appeals Court held that four factors come into play in
evaluating timeliness:

  (1) the backlog of the state court's calendar relative to the
      federal court's calendar;

  (2) the complexity of the issues presented and the respective
      expertise of each forum;

  (3) the status of the title 11 bankruptcy proceeding to which
      the state law claims are related; and

  (4) whether the state court proceeding would prolong the
      administration or liquidation of the estate.

Kathleen M. Sullivan, Esq., at Quinn Emanuel Urquhart & Sullivan
LLP, in New York, in support of the request for abstention and
remand, argues that each of the four factors points strongly
toward a conclusion that the Illinois State Court will "timely
adjudicate" the Grant Thornton cases, and, therefore, abstention
is required.

Ms. Sullivan contends that current statistics suggest that the
Illinois courts might well act more expeditiously than their
federal counterparts given that the case would be adjudicated by
the Cook County, Illinois Commercial Calendar Section, whose
calendar delivers quicker resolution of cases than do the courts
outside of that Section in the General Law Division.  She adds
that the average duration of civil cases in the Illinois state
courts is only minimally longer than in the New York District
Court, where the Grant Thornton cases would be tried in the
absence of abstention given its transfer under Section 1404(a) of
the Judiciary and Judicial Procedures.

Ms. Sullivan further argues that the complexity of the issues
presented and the expertise of each forum clearly favors
abstention because one of the key issues in this case -- the
defense of in pari delicto -- is a matter of Illinois state law
and there is some doubt as to the nature and reach of the
defense.

"Resolving unsettled issues of Illinois state agency and tort law
is an essential threshold task in these cases that is far more
clearly within the competence of the Illinois courts than the
federal courts," Ms. Sullivan contends.

Ms. Sullivan also asserts that the status of the related
bankruptcy proceedings weighs strongly in favor of abstention
because those proceedings were brought not in connection with any
domestic reorganization or liquidation, but rather under Section
304 of the Bankruptcy Code for the limited purpose of protecting
the foreign bankruptcy estates from U.S. suits.

Abstention would not unduly prolong the administration or
liquidation of the foreign estates, Ms. Sullivan notes.  She adds
that Old Parmalat successfully reorganized several years ago into
New Parmalat, and, she points out, New Parmalat does not need the
proceeds from the litigation to survive; any proceeds will be
distributed according to a fixed procedure when received by New
Parmalat, no matter when that occurs.

Similarly, the Joint Official Liquidators in the Caymans are
determining which claims to allow against the Parmalat estate,
but the process will go forward whatever the outcome of PCFL's
case against Grant Thornton, et al., and any proceeds from the
case will be distributed to approve claimants no matter when that
outcome is reached, Ms. Sullivan tells the Court.

                 Grant Thornton Entities Object

Parmalat and Dr. Bondi's continued argument for abstention should
be rejected for what it is -- a blatant attempt to get a second
bite at the apple, James L. Bernard, Esq., at Stroock & Stroock &
Lavan LLP, in New York, argues, on behalf of the Grant Thornton
Entities.

"After more than five years of motion practice in this Court,
Plaintiffs now hope to start over in Cook County," Mr. Bernard
says.

Mr. Bernard argues that the mandatory abstention provision is not
designed to give litigants a do-over.  He says Congress provided
for mandatory abstention only where the case can be "timely
adjudicated" in state court but under the analysis by the Appeals
Court; that is not so here.

The Appeals Court's decision begins by affirming that the New
York District Court does, in fact, have jurisdiction over these
cases, Mr. Bernard points out.  It then turns to mandatory
abstention, articulating factors that bear on how quickly the
case can be adjudicated in state court relative to federal court
and whether that pace is sufficiently swift, given the need for
timely administration of the estate, he adds.

Under this analysis, sending these cases to state court would be
flatly inconsistent with the timely administration of the
estates, Mr. Bernard contends.  He argues that statistics show
that litigation in Cook County is materially slower than in
federal court and that problem is only magnified when the legal,
factual, and "present tense" procedural posture of these cases is
taken into account.

Parmalat and Dr. Bondi's demand for abstention carries with it
the promise that issues already resolved by the District Court
will be relitigated before a judge with no previous expertise in
the case, Mr. Bernard argues.  Thus, no matter what one assumes
about the outcome of the in pari delicto issue on appeal, these
cases will almost certainly face unnecessary delay if they are
remanded to state court, he further argues.

Mr. Bernard relates that Parmalat and Dr. Bondi's only answer is
to suggest that they are now indifferent to timely adjudication,
given the late stage of their foreign bankruptcies, but that is
inconsistent with their prior representations in the U.S. Courts.

A disappointed litigant cannot invoke mandatory abstention merely
by claiming indifference to the time it would take to litigate in
state court, Mr. Bernard argues.

For these reasons, the Grant Thornton Entities assert that the
Court should refuse mandatory abstention and allow the cases to
proceed in federal court.

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court declared the units insolvent.

On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).

Parmalat's U.S. operations filed for Chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP,
represented the U.S. Debtors.  When the U.S. Debtors filed for
bankruptcy protection, they reported more than US$200 million in
assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands.  Gordon I. MacRae and James
Cleaver of Kroll (Cayman) Ltd. were appointed liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed a Sec. 304
petition (Bankr. S.D.N.Y. Case No. 04-10362).  Gregory M. Petrick,
Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey,
Esq., at Janvey, Gordon, Herlands Randolph, represented the
Finance Companies in the Sec. 304 case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases.  In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.


PARMALAT SPA: C Tanzi Jailed After Conviction in Market Abuse Case
------------------------------------------------------------------
Parmalat S.p.A. founder, Calisto Tanzi, was jailed in Parma,
Italy on May 5 after an Italian court's May 4 definitive ruling
in a market abuse case stemming from the dairy company's collapse
in 2003, Bloomberg News reported, citing news agency Ansa.

Mr. Tanzi's sentence was reduced to eight years from 10 years in
prison, according to Bloomberg.

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court declared the units insolvent.

On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).

Parmalat's U.S. operations filed for Chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP,
represented the U.S. Debtors.  When the U.S. Debtors filed for
bankruptcy protection, they reported more than US$200 million in
assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands.  Gordon I. MacRae and James
Cleaver of Kroll (Cayman) Ltd. were appointed liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed a Sec. 304
petition (Bankr. S.D.N.Y. Case No. 04-10362).  Gregory M. Petrick,
Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey,
Esq., at Janvey, Gordon, Herlands Randolph, represented the
Finance Companies in the Sec. 304 case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases.  In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.


PDPA INC: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: PDPA, Inc., a Corporation
        269 Mountain Road West
        West Hartford, CT 06107

Bankruptcy Case No.: 11-21704

Chapter 11 Petition Date: June 2, 2011

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Anthony S. Novak, Esq.
                  LOBO & NOVAK, LLP
                  280 Adams Street
                  Manchester, CT 06042-1975
                  Tel: (860) 645-0006
                  Fax: (860) 645-1110
                  E-mail: AnthonySNovak@aol.com

Scheduled Assets: $2,000,000

Scheduled Debts: $4,439,539

A list of the Company's 16 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ctb11-21704.pdf

The petition was signed by Ahmed A. Dadi, vice president.


PETERSON LAW: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Petersen Law Group, a Law Corp
        3334 East Coast Highway, #447
        Corona Del Mar, CA 92625

Bankruptcy Case No.: 11-17849

Chapter 11 Petition Date: June 2, 2011

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

Judge: Erithe A. Smith

Debtor's Counsel: Daniel I. Barness, Esq.
                  BARNESS & BARNESS LLP
                  11377 W Olympic Blvd, Ste.2000
                  Los Angeles, CA 90064
                  Tel: (310) 235-2463
                  Fax: (310) 235-2496
                  E-mail: daniel@barnesslaw.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/cacb11-17849.pdf

The petition was signed by Gregory G. Petersen, president.


PHILADELPHIA RITTENHOUSE: Appeals Dismissal of Chapter 11 Case
--------------------------------------------------------------
Philadelphia Rittenhouse Developer LP is appealing the decision by
a bankruptcy judge dismissing its Chapter 11 proceedings and
siding with lender iStar Financial Inc.

As reported by the Troubled Company Reporter on May 30, 2011,
Bankruptcy Judge Stephen Raslavich dismissed the Chapter 11 case
of Philadelphia Rittenhouse Developer, at the behest of the
Debtor's mortgagee, iStar Tara LLC.  iStar sought dismissal of the
Chapter 11 case for cause, including a lack of good faith, or, in
the alternative, relief from the automatic stay.

The Court held that the Debtor's Plan fails to provide adequate
protection to iStar, either pre or post confirmation, and that the
Plan is patently unconfirmable.  The Debtor has no other source of
funds, and that for want of adequate protection, stay relief in
this single asset realty case is justified.

The Court also denied a request by the Debtor for authority to use
cash collateral.

A copy of the Court's May 25, 2011 Opinion is available at
http://is.gd/1yzoW2from Leagle.com.

The Debtor timely filed a Proposed Plan of Reorganization on
March 7, 2011, and filed an Amended Plan and Disclosure Statement
shortly thereafter.  According to the Court, the Amended Plan and
Disclosure Statement are pending and, while dismissal and stay
relief hearings are not typically intended to be turned into
"mini-confirmation" hearings, the viability of the proposed plan
had an overarching bearing on the merits of iStar's dismissal
motion and the Debtor's cash collateral motion, such that its
terms and its feasibility perforce figured prominently in the
combined evidentiary hearing.

The Plan calls for the Debtor to retain control of its project and
sell unsold condominium units to third party purchasers over
whatever period of time it takes to do so.  This time period,
sometimes referred to as the "absorption rate," has been variously
estimated to be 3 to 4 years.

The parties agree that iStar is an under-secured creditor,
although they disagree both on the amount iStar is owed, as well
as the degree to which the iStar indebtedness exceeds the value of
its collateral.  That said, the Debtor's plan, generally,
contemplates that as units sell iStar will be paid from the sales
proceeds an amount dependent on the size of the sold unit.
Specifically, the plan calls for iStar to receive $517 per square
foot on sales of residential units. The $517 figure is based on
the proposition that the aggregate value of the property today is
$140 million and that the iStar principal debt is $190 million.
Broadly speaking, the $517 figure is the product of dividing an
assumed value of the secured portion of iStar's claim into the
gross square footage of all of the remaining unsold residential
units.

The Plan calls for iStar to release its mortgage lien on a unit
upon its receipt of $517 per square foot. The balance of sales
proceeds from each unit are to be deposited into a "Plan Fund,"
from which both the operating expenses of the Project and
administrative expenses will be paid on a going forward basis.
Excess sales proceeds over and beyond the foregoing are to be
retained in the Plan Fund until the outcome of the pending State
Court litigation, and any Bankruptcy Court litigation, against
iStar. These litigations, say the Debtor, will determine the
amount iStar is actually owed. Once that figure is fixed, then
distributions from the Plan Fund are to be made to unsecured
creditors, including iStar, if it is shown to hold an unsecured
deficiency claim, and other unsecured creditors. To the extent of
funds remaining after full payment of the aforesaid, DVREIF would
be repaid its mezzanine loan. The Debtor estimates that the "sell-
out" of the condominium units in the manner contemplated will
generate net sales proceeds of $231 million, and that unsecured
creditors will, as a consequence, receive 100% payment on their
claims.

The hearing to approve the Disclosure Statement was originally
continued to June 16.  In April, the Debtor won an extension of
its exclusive plan filing period through June 30, and its
exclusive solicitation period through July 31.

A copy of the Debtor's Disclosure Statement explaining the Amended
Plan is available at no charge at:

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

iStar claims that the Debtor's plan is patently unconfirmable,
citing, among others, the creditor classification scheme.  The
Plan classifies creditors into 5 classes and relegates interest
holders to Class 6.  iStar maintains that the Debtor will not be
able to confirm the Plan because it will not have the acceptance
of all creditor classes and that confirmation of the Plan will
have to be sought by way of the "cram-down" provisions of
Bankruptcy Code Sec. 1129(b). Under such circumstances, the Debtor
must meet the requirements of Sec. 1129(a)(10), which provides
that at least one class of claims impaired under the Plan has
accepted the Plan, such determination to be made without including
acceptance of the plan by any insider.  iStar argues that none of
the classes impaired under the terms of the Debtor's Plan can be
relied on for this purpose.

iStar also strongly argues that the construct of the Plan is
fatally flawed to the extent it proposes to utilize portions of
unit sales proceeds to fund operations and pay junior creditors
before the full payment of iStar's secured claim.  iStar
characterizes this aspect of the Debtor's Plan as being an
improper diversion of its collateral and an attempt to transform
its fixed term construction loan into a revolving line of credit.
iStar also argues that the Plan violates the absolute priority
rule contained in Sec. 1129(b)(2)(B)(ii), because the proposed
payment scheme contemplates that current equity interest holders
will retain their equity interests and control of the Project
during the years anticipated to sell-out the units, over the
objection of senior classes who will not have had their claims
satisfied on the effective date of the Plan.

iStar further challenges the feasibility of the Plan.  iStar
contends that the Debtor's revenue and expense projections are
materially inaccurate in virtually all respects.  iStar argues
that, even if one accepts the Debtor's revenue and expense
projections, the net funds realized will fall far short of the
amount needed to pay all creditor claims.

iStar also argues that the case is separately subject to dismissal
as having been commenced in bad faith.

                About Philadelphia Rittenhouse

Philadelphia Rittenhouse Developer, L.P. is a joint venture
between ARC Properties, Inc., based in Clifton, New Jersey, and
Philadelphia-based Wheeler Brothers Holdings, LLC.  The Company
was formed to develop 10 Rittenhouse Square, a 33-story
condominium building in Philadelphia.

Rittenhouse filed for chapter 11 bankruptcy in response
to an action in Pennsylvania state court seeking to appoint a
receiver for the development project, which was brought by one of
the Company's lenders, iStar Tara, LLC.

Rittenhouse filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
10-31201) on Dec. 30, 2010.  Albert A. Ciardi, III, Esq., at
Ciardi Ciardi & Astin, P.C., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at
$100 million to $500 million.  iStar Tara, LLC is represented in
the chapter 11 case by the firm of Blank Rome LLP.

The U.S. Trustee appointed three members to the official committee
of unsecured creditors in the case.


PRADERAS DEL: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Praderas Del Rio Flores Inc.
        P.O. Box 346
        San German, PR 0068

Bankruptcy Case No.: 11-04776

Chapter 11 Petition Date: June 2, 2011

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

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

Estimated Assets: $0 to $50,000

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

A list of the Company's 16 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/prb11-04776.pdf

The petition was signed by Pedro E. Llunch Martinez, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Las Lomas Construction S.E.           11-04774            06/02/11


PROLOGIS INC: Fitch Upgrades Credit Ratings Following Merger
------------------------------------------------------------
Following shareholder approval of the merger between ProLogis and
AMB Property Corporation, Fitch Ratings has upgraded the credit
ratings of ProLogis:

ProLogis

   -- Issuer Default Rating (IDR) to 'BBB-' from 'BB+';

   -- Global line of credit facility to 'BBB-' from 'BB+';

   -- Senior notes to 'BBB-' from 'BB+';

   -- Convertible senior notes to 'BBB-' from 'BB+';

   -- Preferred stock to 'BB' from 'BB-'.

Fitch has also removed ProLogis from Rating Watch Positive and
withdrawn the IDR and global line of credit facility rating for
ProLogis. The senior notes and convertible senior notes issued by
ProLogis have been exchanged for corresponding notes of ProLogis,
L.P. (formerly known as AMB Property, L.P.) and the preferred
stock issued by ProLogis has been exchanged for corresponding
preferred stock of ProLogis, Inc. (NYSE: PLD, formerly known as
AMB Property Corporation). The withdrawn ratings on ProLogis
reflect that this entity will no longer file financial statements
with the Securities and Exchange Commission and that any
outstanding bonds issued by ProLogis that were not exchanged will
be held in an indirect subsidiary of ProLogis, L.P. The IDR and
global line of credit facility rating for ProLogis are no longer
considered by Fitch to be relevant to the agency's coverage.

Fitch has also downgraded these credit ratings of ProLogis, Inc.,
ProLogis, L.P., and AMB Japan Finance Y.K. (collectively PLD), and
removed them from Rating Watch Negative:

ProLogis, Inc. (Formerly known as AMB Property Corporation)

   -- IDR to 'BBB-' from 'BBB';

   -- Preferred stock to 'BB' from 'BB+'.

ProLogis, L.P. (Formerly known as AMB Property, L.P.)

   -- IDR to 'BBB-' from 'BBB';

   -- Bank credit facilities to 'BBB-' from 'BBB';

   -- Senior unsecured notes to 'BBB-' from 'BBB';

AMB Japan Finance Y.K.

   -- Unsecured revolving credit facility to 'BBB-' from 'BBB';

   -- Unsecured term loan to 'BBB-' from 'BBB'.

The Rating Outlook is Stable.

The 'BBB-' IDR reflects PLD's global industrial property
enterprise with a broad tenant base and improving fixed charge
coverage driven in part by organic rental income growth from
build-to-suit land monetizations and general and administrative
expense synergies. PLD also has a strong track record of accessing
multiple sources of capital, a staggered debt maturity schedule,
and consistent covenant protections for unsecured bondholders in
light of the exchange of ProLogis notes for corresponding notes
that will be obligations of ProLogis, L.P. Credit concerns include
PLD's increased ownership in ProLogis European Properties (PEPR),
which results in a transient weakening of liquidity prior to
PEPR's recapitalization into a new fund. Even after an assumed
recapitalization of PEPR, leverage is expected to remain somewhat
high for the rating category. In addition, the company maintains
an unencumbered asset coverage of unsecured debt ratio that is
pressured by sizeable non-income producing land holdings and is
low for the 'BBB-' IDR.

PLD's platform is highly diversified in terms of geography and
customers, limiting exposure to regional market pressures and
individual tenant credit risk. The portfolio will span
approximately 600 million square feet and will be comprised of $46
billion of assets under management ($20 billion in the wholly-
owned portfolio), including 2,670 buildings in 22 countries in the
Americas, Europe and Asia. The portfolio will provide significant
economies of scale across major logistics markets. PLD will have
limited exposure to any given tenant, as the largest customers
include DHL at 2.6% of combined annualized base rent, Kuehne +
Nagel at 1.2%, and Home Depot (IDR rated 'BBB+' with a Stable
Outlook by Fitch) at 1.1%.

Fitch projects that PLD's fixed charge coverage ratio (defined as
recurring operating EBITDA including Fitch's estimate of recurring
cash distributions from unconsolidated entities less recurring
capital expenditures and straight-line rents divided by total
interest incurred and preferred stock dividends) will be
approximately 2.0 times (x) over the next two years. Factors
positively impacting Fitch's base case fixed charge coverage
include relatively flat same-store results in 2011 followed by
low-single digit same-store growth in 2012. Other factors include
incremental rent revenue from build-to-suit development, reduced
general and administrative expenses of $80 million, and a lower
cost of debt capital.

For the trailing 12 months ended March 31, 2011, ProLogis' stand-
alone fixed charge coverage ratio was 1.5x, up from 1.3x and 1.2x
for full years 2010 and 2009, respectively. AMB's fixed charge
coverage ratio was 2.0x for the trailing 12 months ended March 31,
2011, compared with 2.0x and 2.1x for full years 2010 and 2009,
respectively. In a more adverse case than anticipated by Fitch
over the next 12 to 24 months, a lack of significant general and
administrative expense reductions would result in fixed charge
coverage not reaching 2.0x, while if same-store NOI turns
negative, coverage could approach 1.5x, which would be weak for
the 'BBB-' IDR.

PLD should benefit from strong access to capital and a staggered
debt maturity schedule that should allow the company to address
refinancings methodically. As of March 31, 2011 pro forma for the
merger, PLD's combined consolidated debt maturity schedule has
5.9% of total debt maturing in 2011, followed by 17.5% in 2012 and
11% in 2013, with no single subsequent year exceeding 12% of total
maturities. The combined company's fund debt maturities are also
largely well distributed with consolidated and pro rata share of
unconsolidated debt maturities of 6.3% of the total maturities as
of March 31, 2011 and pro forma for the merger, followed by 15.5%
in 2012 and 12.4% in 2013. Overall, Fitch views refinance risk as
limited due to both AMB and ProLogis' track record of accessing
multiple sources of capital throughout market cycles.

The recent exchange of ProLogis notes for a corresponding series
of notes of comparable terms with ProLogis, L.P. as obligor has
multiple benefits to bondholders, including a single obligor for
all legacy AMB Property, L.P. notes and ProLogis exchanged notes,
a single reporting requirement, and aligned indentures, which will
include a ProLogis, Inc. guarantee. Per the Form S-4 filed by AMB
on May 3, 2011, the ProLogis notes will not be secured by any
collateral following the exchange. Thus, PLD will be an unsecured
borrower going forward; while AMB Property, L.P. was previously an
unsecured borrower, ProLogis' senior creditors previously received
the benefit of intercompany receivables as collateral. Interim
results of the exchange offer announced on May 17, 2011 resulted
in a like-kind exchange of 94.2% of the ProLogis notes.

On May 18, 2011, PLD increased its ownership in PEPR, a Luxembourg
closed-ended investment fund, to 89.6% of PEPR's ordinary units
(currently 92%) and 94.6% of PEPR's preferred units for EUR615.5
million via the incurrence of borrowings under ProLogis' global
line of credit and a EUR500 million bridge facility. PLD's
leverage, measured as net debt to recurring operating EBITDA
including Fitch's estimate of recurring cash distributions from
unconsolidated entities, is expected to be in the mid-to-high 8.0x
range following the recapitalization of PEPR. Fitch projects PLD's
leverage to approach 8.0x over the next 12 to 24 months
principally due to organic EBITDA growth via the stabilized
portfolio and development as well as general and administrative
expense reductions. In Fitch's downside scenario in which general
and administrative expense synergies are not materially realized,
leverage would exceed 9.0x, which would provide less cushion for
the 'BBB-' rating. As of March 31, 2011, PLD's stand-alone
leverage was 8.9x compared with 8.8x and 12.0x as of Dec. 31, 2010
and 2009, respectively. As of March 31, 2011, AMB's leverage was
9.0x compared with 9.0x and 8.5x as of Dec. 31, 2010 and Dec. 31,
2009, respectively.

PLD is expected to have adequate liquidity after a
recapitalization of PEPR. Sources of liquidity (unrestricted cash,
availability under the company's contemplated $1.75 billion
unsecured revolving credit facility after retaining a 20% interest
in PEPR and projected retained cash flows from operating
activities after dividends and distributions) divided by uses of
liquidity (consolidated and pro rata fund debt maturities pro
forma for a 20% interest in PEPR and projected recurring capital
expenditures) result in a liquidity coverage ratio of 1.0x through
year-end 2012. Moreover, liquidity coverage would be 1.6x if 90%
of upcoming secured debt is refinanced, and AMB Japan Finance Y.K.
has a credit facility with a borrowing limit of 45 billion Yen. As
of March 31, 2011, PLD had a stand-alone liquidity coverage ratio
of 0.9x for April 1, 2011 through Dec. 31, 2012. However, Fitch
expects liquidity to weaken temporarily due to the increase in
ownership of PEPR; as of March 31, 2011, AMB had a stand-alone
liquidity coverage ratio of 1.0x for April 1, 2011 through Dec.
31, 2012.

PLD's unencumbered asset base provides contingent liquidity, but
unencumbered asset coverage is adversely impacted by sizeable land
holdings. Fitch calculates that unencumbered asset coverage of
unsecured debt (estimated 1Q'11 annualized unencumbered NOI
divided by a capitalization rate of 7% to unsecured debt) was
1.7x; unencumbered asset coverage based on a stressed
capitalization rate of 8% was 1.5x. On a gross book value basis
that ascribes value to land, unencumbered asset coverage was 2.0x.
As property fundamentals continue to improve, the combined entity
continues to maintain a sizeable land portfolio that Fitch expects
to be monetized gradually and be additive to unencumbered NOI. As
of Dec. 31, 2010 and pro forma for the merger, PLD's land
comprised 8.6% of total assets, compared with 9.1% as of Dec. 31,
2010 for AMB and 10.3% as for Dec. 31, 2010 for PLD. The
improvement stems from positive purchase accounting estimated fair
value adjustments to AMB's assets, as opposed to any meaningful
land monetizations during first quarter-2011 (1Q'11).

The Stable Outlook reflects Fitch's expectations that fixed charge
coverage will remain at approximately 2.0x and leverage to remain
in the 8.0x to 8.5x range over the next 12-24 months.

The two-notch difference between PLD's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB-.' Based on the criteria report, 'Equity
Credit for Hybrids & Other Capital Securities,' PLD's preferred
stock is 75% equity-like and 25% debt-like since it is perpetual
and has no covenants but has a cumulative deferral option. The
merger has resulted in 8.45% series C, 6.75% series F, and 6.75%
series G preferred shares originally issued by ProLogis to be
series Q, R, and S preferred shares of ProLogis, Inc., along with
6.5% series L, 6.75% series M, 7% series O, and 6.85% series P
preferred stock originally issued by AMB Property Corporation.

Fitch cites these factors as possibly resulting in positive
momentum on the ratings and/or Outlook:

   -- Fixed charge coverage sustaining above 2.0x (fixed charge
      coverage ratio would be 1.6x as of Dec. 31, 2010 pro forma
      for initial merger synergies);

   -- Net debt to recurring operating EBITDA sustaining below 8.0x
      (leverage would be 8.6x as of Dec. 31, 2010 pro forma for
      initial merger synergies and a recapitalization of PEPR);

   -- Unencumbered asset coverage sustaining above 2.0x
      (unencumbered asset coverage would be 1.7x as of Dec. 31,
      2010 pro forma for the merger and recapitalization of PEPR).

Conversely, these factors may result in negative momentum on the
ratings and/or outlook:

   -- An inability to recapitalize PEPR under its existing
      ownership structure via either a new fund or other form of
      de-levering equity raise;

   -- An inability to sustain a sustained liquidity coverage ratio
      of above 1.0x;

   -- Fixed charge coverage sustaining below 1.5x;

   -- Net debt to recurring operating EBITDA sustaining above
      9.0x.

AMB and ProLogis agreed to a merger through an agreement dated
Jan. 30, 2011, which was subsequently amended March 9, 2011. The
effective date of the merger is June 3, 2011. The corporate
headquarters of ProLogis, Inc. is located in San Francisco,
California and the operational headquarters of ProLogis, Inc. is
located in Denver, Colorado. The portfolio is expected to consist
of $46 billion of distribution facilities owned, managed or under
development in 22 countries, and PLD is expected to have a pro
forma equity market capitalization of $15.7 billion.


PROLOGIS INC: S&P Lowers Rating on Preferred Securities to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on ProLogis Inc. (formerly AMB Property Corp.) and ProLogis
L.P. (formerly AMB Property L.P.) to 'BBB-' from 'BBB'.  The
outlook is stable.  "At the same time, we lowered our issue-level
rating on the company's senior notes to 'BBB-' from 'BBB' and
preferred securities to 'BB' from 'BB+'. We removed all ratings on
the company from CreditWatch, where we placed them with negative
implications on Jan. 28, 2011," S&P stated.

S&P continued, "We also assigned our 'BBB-' rating to new senior
notes issued by ProLogis L.P. through an exchange offer for senior
notes originally issued by legacy ProLogis. Additionally, we also
assigned our 'BB' rating to three series of preferred stock issued
by ProLogis Inc. in exchange for preferred securities originally
issued by legacy ProLogis."

"Concurrently, we affirmed ProLogis' 'BBB-' corporate credit
rating and senior note rating (nonexchanged bonds). ProLogis will
continue to operate as a wholly owned subsidiary of ProLogis
Inc.," S&P related

These actions affect roughly $7 billion of rated debt and
preferred securities.

"The downgrades of ProLogis Inc. and ProLogis L.P. reflects our
view that certain credit metrics will remain weak but adequate for
the 'BBB-' rating," said credit analyst George Skoufis. "The 'BBB-
' rating acknowledges that initially weak credit metrics and
potential integration risk given the size of the merger are
somewhat mitigated by our view of the company's adequate
liquidity, well-laddered debt maturities, good access to capital,
and the strategic benefits of the combination."

"The stable outlook reflects our view that key credit ratios
should not deteriorate from current levels and could improve over
the next 12-18 months. The outlook also acknowledges the benefits
of the company's combined operating platform, including scale and
diversity, along with opportunities to improve portfolio
performance if industrial demand continues to strengthen. A
negative rating action could occur if operating performance is
materially weaker than we expected or ProLogis pursues a more
aggressive financial policy (such as debt financed speculative
development) causing debt-to-EBITDA and fixed-charge coverage to
weaken from current levels. We currently see this scenario as less
likely. A positive rating action is possible if industrial
fundamentals are better than we expected, resulting in strong cash
flow growth. We also may upgrade the company if integration goes
well and the company deleverages such that debt-to-EBITDA falls in
the 7x-8x range and fixed-charge coverage improves to 2.2x or
above (assuming pro-rata consolidation of off-balance-sheet
investment activity)," S&P elaborated.


QIMONDA AG: $11.75MM Settlement With G2 Technology Approved
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Qimonda North America Corp. received no objections to
the proposed settlement where G2 Technology Inc. will pay $11.75
million for release of claims arising from an alleged breach of
contract.

Mr. Rochelle recounts that following the Chapter 11 filing in
February 2009, Qimonda initiated an arbitration against G2,
seeking $8.4 million.  The creditors' committee took over and
prosecuted the arbitration.  The arbitrator awarded Qimonda the
full amount sought plus pre-judgment interest.  The total award
worked out to $12.27 million. G2 agreed to settle and pay
$11.75 million.

                          About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in
Richmond, Va.

Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on Jan. 23, 2009.  On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009.  Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Maris J. Finnegan, Esq.,
at Richards Layton & Finger PA, represent the Debtors.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
estimated more than US$1 billion in assets and debts.  The
information, the Debtors said, was based on Qimonda Richmond's
financial records which are maintained on a consolidated basis
with Qimonda North America Corp.


QUANTUM COMPUTER: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Quantum Computer Services, Inc.
          aka Digitrace Duplicating and Machine Works, Ltd
              Digitrace, Ltd
        1167 142nd, ROUTE 1
        Wayland, MI 49348

Bankruptcy Case No.: 11-06201

Chapter 11 Petition Date: June 2, 2011

Court: U.S. Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Perry G. Pastula, Esq.
                  DUNN SCHOUTEN & SNOAP PC
                  2745 DeHoop Avenue SW
                  Wyoming, MI 49509
                  Tel: (616) 538-6380
                  E-mail: bankruptcy@dunnsslaw.com

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

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

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

The petition was signed by Lawrence J. Schaidt III, president.


QUANTUM FUEL: Amends 2.67MM Registration Statement
--------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed with the
U.S. Securities and Exchange Commission Amendment No.1 to Form
S-1 registration statement relating to resale by the selling
stockholders of up to 2,672,040 shares of the Company's common
stock, consisting of (i) 1,518,737 shares of common stock that
were issued in a private placement that the Company closed on
Feb. 18, 2011, and (ii) 1,153,303 shares of the Company's common
stock issuable upon the exercise of warrants that were issued in
the private placement.  The Company is not selling any shares of
common stock in this offering and, therefore, will not receive any
proceeds from this offering.  The Company will, however, receive
proceeds from the exercise price of the warrants if and when these
warrants are exercised by the selling stockholders for cash.  The
Company will bear all of the expenses and fees incurred in
registering the shares offered by this prospectus.

The Company's common stock is quoted on The Nasdaq Global Market.
The Company's symbol is "QTWW."  The last reported sale price of
the Company's common stock on March 28, 2011, was $4.53 per share.
The Company's warrants are not and will not be listed for trading
on any exchange.

A full-text copy of the amended prospectus is available for free
at http://is.gd/UrLQrJ

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company's balance sheet at Jan. 31, 2011 showed $72.09 million
in total assets, $45.07 million in total liabilities and $27.02
million in total equity.

The Company recorded a net loss of $28.0 million in fiscal 2009,
compared to a net loss of $86.8 million in fiscal 2008.


RANCHO HOUSING: 341 Meeting on July 1; Status Hearing on July 19
----------------------------------------------------------------
The United States Trustee for the Central District of California
will convene a meeting of creditors pursuant to 11 U.S.C. Sec.
341(a) in the bankruptcy case of Rancho Housing Alliance, Inc., on
July 1, 2011, at 2:30 p.m. at RM 200C, 3685 Main Street, 2nd
Floor, in Riverside.

Judge Scott C. Clarkson will hold a Status Conference hearing on
July 19, 2011, at 1:30 p.m. at RM 126, 3420 Twelfth St., also in
Riverside.

The Debtor is set to file its schedules of assets and liabilities
and statement of financial affairs on June 10.

                   About Rancho Housing Alliance

Based in Coachella, California, Rancho Housing Alliance, Inc.,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-27519) on May 27, 2011.  Judge Scott C. Clarkson presides over
the case.  Michael B. Reynolds, Esq., at Snell & Wilmer LLP,
serves as the Debtor's counsel.  In its petition, the Debtor
reported $10 million to $50 million in assets and debts.  The
petition was signed by Jeffrey A. Hays, executive director.


RASER TECHNOLOGIES: Approved Loan Requires Plan by Sept. 30
-----------------------------------------------------------
Raser Technologies Inc. received final approval last week for a
modified loan agreement providing $12.5 million in financing for
the reorganization effort.  The official creditors' committee
dropped opposition to the loan in return for halting procedures
where the business would have been sold quickly to secured
lenders.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the DIP financing requires confirmation of a
reorganization plan by Sept. 30.  The lenders are given the right
to buy the business with secured debt rather than cash, and the
committee gave up the right to challenge the validity of secured
claims.

Raser had been seeking an auction July 25.  Before the April 29
Chapter 11 filing, Raser reached agreement on a reorganization
plan where Linden Advisors LP and Tenor Capital Management LP
would acquire all the new stock for $19.7 million, including $2.5
million cash and the remainder by exchange for secured debt.

Linden and Tenor are providing financing for the Chapter 11 case.
They already own about half the $57.2 million owing on 8 percent
convertible senior unsecured notes.

                  About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RASER TECHNOLOGIES: Unit Gets Notice of Default from Anaheim
------------------------------------------------------------
In a regulatory filing Friday, Raser Technologies Inc. discloses
that on May 30, 2011, it received a copy of a notice from the City
of Anaheim Public Utilities Department ("Anaheim") to Thermo No.
BE-01, LLC ("Thermo"), claiming that its wholly owned subsidiary
Thermo is a "Defaulting Party" as defined in its agreement with
Thermo pursuant to which Anaheim purchases all of the electricity
current produced at the Company's Thermo No. 1 geothermal project,
and enumerating several alleged defaults by Thermo under the
Agreement.  The notice requests that Thermo respond, and Thermo
plans to respond, to Anaheim's claims.

On April 29, 2011, Thermo filed a voluntary Chapter 11 bankruptcy
petition with the U.S. Bankruptcy Court for the District of
Delaware as Case No. 11-11339.

A copy of the notice from Anaheim is available at:

                       http://is.gd/qezbdH

The Company also received notification from the Financial
Regulatory Authority (FINRA) that, by reason of its failure to
file its report on Form 10-Q for the quarter ended March 31, 2011,
due May 16, 2011, the Company, according to FINRA, is not current
in its reporting obligations, and "pursuant to NASD Rule 6530,
unless the delinquent filing is received and time stamped by the
Commission's EDGAR system by 5:30 p.m. EST on 6/17/2011, the
securities of the Company will not be eligible for quotation on
the OTC Bulletin Board ("OTCBB") and, therefore, will be removed."

As disclosed in the Company's current report on Form 8-K, filed
May 16, 2011, during the pendency of the Company's Chapter 11
case, the Company intends to file the monthly operating reports
otherwise required under the Bankruptcy Code in place of the
periodic reports on Form 10-Q and Form 10-K required under the
Securities Exchange Act of 1934, as amended (consistent with SEC
Release No. 34-9660. and SEC Staff Legal Bulletin No. 2).

Furthermore, as disclosed in the Company's current report on Form
8-K, filed May 3, 2011, it is contemplated that all existing
equity in the Company, including common stock, options and
warrants, will be canceled and will receive no property or other
consideration under the plan of reorganization to be proposed by
the Company.  Accordingly, the Company does not intend to file the
Form 10-Q for the quarter ended March 31, 2011.

A copy of the notification from FINRA is available at:

                       http://is.gd/GNVHbc

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


REOSTAR ENERGY: To File SEC Form 15 to Deregister Common Stock
--------------------------------------------------------------
On June 1, 2011, the Board of Directors of ReoStar Energy
Corporation unanimously voted to terminate the registration of the
Company's common stock under the Securities and Exchange Act of
1934, as amended, and to suspend the Company's obligation to file
reports under Section 15(d) of the Exchange Act.  The Company is
eligible to deregister by filing a Form 15 because it has fewer
than 300 holders of record of its common stock.  The Company plans
to file a Form 15 with the Securities and Exchange Commission to
effect the deregistration of its common stock on or about June 13,
2011.  Upon the filing of the Form 15, the Company's obligations
to file certain reports with the SEC, including Forms 10-K, 10-Q,
and 8-K will immediately cease.  The Company expects the
deregistration to become effective ninety (90) days after filing
the Form 15 with the SEC.

                       About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.  Bruce W. Akerly, Esq., and Arthur A. Stewart, Esq.,
at Cantey Hanger LLP, in Dallas, represent the Debtors in their
restructuring efforts.  Greenberg Taurig, LLP, serves as special
corporate/securities counsel.  Reostar Energy disclosed
$15,335,337 in assets and $16,391,412 in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner in the
Debtors cases.


REVLON, INC: Eleven Directors Elected at Annual Meeting
-------------------------------------------------------
Revlon, Inc., held its 2011 Annual Stockholders' Meeting at which
the Company's stockholders: (i) approved the re-election of each
of the 11 director nominees standing for re-election and named in
the Company's proxy statement, dated April 19, 2011, to serve as
directors until the next annual stockholders' meeting and until
such directors' respective successors are elected and will have
been qualified, consisting of: Ronald O. Perelman, Alan S.
Bernikow, Paul J. Bohan, Alan T. Ennis, Meyer Feldberg, David L.
Kennedy, Debra L. Lee, Tamara Mellon, Richard J. Santagati, Barry
F. Schwartz and Kathi P. Seifert; (ii) ratified the selection by
the Audit Committee of the Company's Board of Directors of KPMG
LLP as the Company's independent registered public accounting firm
for 2011; (iii) approved, on an advisory, non-binding basis, the
Company's executive compensation and (iv) recommended, on an
advisory, non-binding basis, that the Company conduct future "say-
on-pay" votes every three years.

                         About Revlon Inc.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

The Company's balance sheet at March 31, 2011, showed
$1.10 billion in total assets, $1.79 billion in total liabilities
and a $686.50 million in total stockholders' deficiency.


ROBERTS LAND: Files List of Two Largest Unsecured Creditors
-----------------------------------------------------------
Roberts Land & Timber Investment Corp. filed a list of its Largest
Unsecured Creditors on June 1, 2011:

   Creditor              Nature of Claim      Amount
   --------              ---------------      ------
   TAMCO Capital         Trade debt           $8,792
    Corporation
   4830 W. Kennedy
    Blvd., Suite 650
   Tampa, FL 33609

   Mercantile Bank       Bank loan          $500,000
   Post Office Box
    100201
   Columbia, SC 29202

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Andrew J. Decker, III, Esq., at The Decker Law
Firm, P.A., in Live Oak, Florida, serves as counsel to the Debtor.
Affiliate Union Land & Timber Corp. also sought Chapter 11
protection (Case No. 11-03853).

Roberts Land is a real estate developer in north Florida.  In its
schedules, the Debtor disclosed assets of $26.7 million with debt
totaling $12.2 million, all secured.  The principal properties are
1,500 acres in Baker County, Florida and 3,300 acres in Union
County, Florida.


ROBERTS LAND: Asks Court to Bar Lender From Going After Owners
--------------------------------------------------------------
Roberts Land & Timber Investment Corp. commenced an adversary
proceeding against Farm Credit of Florida, ACA, as successor by
merger to Farm Credit of North Florida, ACA, seeking injunctive
relief or the extension of the automatic stay to bar Farm Credit
from exercising any of its available legal remedies against Avery
C. Roberts or Twyla J. Roberts, who are guarantors of the loan
obligations Roberts Land owed to Farm Credit.

Avery and Twyla Roberts also mortgaged real property owned by them
to secure Roberts Land's loan obligations.  Roberts Land borrowed
these funds from Farm Credit:

     Amount       Note                            Date
     ------       ----                            ----
     $5,000,000   Variable Rate Note            01/06/2006
     $2,000,000   Revolving Variable Rate Note  01/10/2006
     $4,700,000   Fixed Rate Note               09/06/2006
       $460,000   Non-revolving Variable        12/29/2008
                   Rate Note for Advance

The Farm Credit loans are all cross-collateralized by various
tracts of land owned by Roberts Land, affiliate Union Land, and
Avery Roberts.  Based on the most recent available appraisal
reports for the tracts, Roberts Land said the value of Farm
Credit's Collateral is $26.7 million.

Roberts Land said it would suffer irreparable injury if the
injunctive were not granted.  Avery and Twyla Roberts provide
financial support and security to the Debtor which the Debtor
relies heavily upon to maintain its normal business operations.
Without the financial support and security provided by them, the
Debtor would suffer irreparable damage and harm and would no
longer be able to maintain its business operations.

Roberts Land said it is likely to achieve a successful
reorganization and that it is proposing a Plan that will pay its
creditors 100% of the scheduled or claim amounts.

Avery Roberts is the sole director and shareholder of the Debtor
and provides all of the operational oversight and management
services to the Debtor as well as is the primary personal
guarantor for all of the Debtor's debts.

Mr. Avery Roberts also provides indirect financial support which
is generated through income streams provided by several other
affiliated entities he owns and controls.  According to Roberts
Land, if Mr. Roberts were required to seek the protection of the
bankruptcy court for himself and the other entities he owns and
manages, he would no longer be able to provide the much needed
financial backing to the Debtor that is required for its business
operations.  As an immediate and direct consequence of a
bankruptcy filing by Mr. Roberts, the lenders with respect to his
affiliated entities such as R & E Environmental Services, Inc., R
& E Site Development, Inc. and North Florida Reforestation
Services, Inc. would regard his filing as an event of default that
would result in increasing the interest rate charged on his loans
and the termination or limitation of lines of credit he uses for
operation purposes.

Roberts Land also said a bankruptcy filing by Mr. Roberts would
require him to provide compensation for his prospective Chapter 11
attorney that would have been earmarked to assist the Debtor in
making its payments to creditors under the Plan of Reorganization
for the Chapter 11 Case of Roberts Land.  In addition, a Chapter
11 filing by Mr. Roberts personally would almost certainly result
in the affiliated entities, R & E Environmental Services, Inc., R
& E Site Development, Inc. and North Florida Reforestation
Services, Inc., having credit lines and funding restricted causing
them to file for Chapter 11 relief.  The legal and administrative
fees incurred directly by such additional debtor entities as well
as the attorney's fees of the creditors of these entities which
would ultimately be borne by Mr. Roberts would irreparably harm
Roberts Land's ability to successfully reorganize and pay its
creditors in full.

Roberts Land also said the Roberts' Woodstock Industrial Site
property in Baker County, which the Debtor proposes to convey in
indubitable satisfaction of the debt owed to Farm Credit is an
industrial site with highway, land use, railroad, infrastructure
concurrency and entitlement features that provide it with a unique
location and functionality as an "inland port."

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Andrew J. Decker, III, Esq., at The Decker Law
Firm, P.A., in Live Oak, Florida, serves as counsel to the Debtor.
Affiliate Union Land & Timber Corp. also sought Chapter 11
protection (Case No. 11-03853).

Roberts Land is a real estate developer in north Florida.  In its
schedules, the Debtor disclosed assets of $26.7 million with debt
totaling $12.2 million, all secured.  The principal properties are
1,500 acres in Baker County, Florida and 3,300 acres in Union
County, Florida.


ROSE IN BLOOM: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rose in Bloom, Inc.
        7070 NW 81st Terrace
        Parkland, FL 33067

Bankruptcy Case No.: 11-25280

Chapter 11 Petition Date: June 1, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Donna A. Bumgardner, Esq.
                  BUMGARDNER & ASSOCIATES, P.A.
                  7707 N University Dr #103
                  Tamarac, FL 33321
                  Tel: (954) 724-4366
                  E-mail: donnabkclaw@aol.com

Scheduled Assets: $3,460,651

Scheduled Debts: $1,132,600

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-25280.pdf

The petition was signed by Alta Locke, president.


SADDLEWOOD APARTMENTS: Case Summary & 18 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Saddlewood Apartments Phase I, LLC
        18851 W. 153rd CT
        Olathe, KS 66062

Bankruptcy Case No.: 11-21663

Chapter 11 Petition Date: June 1, 2011

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Dale L. Somers

Debtor's Counsel: Jeffrey A. Deines, Esq.
                  LENTZ CLARK DEINES PA
                  9260 Glenwood
                  Overland Park, KS 66212
                  Tel: (913) 648-0600
                  Fax: (913) 648-0664
                  E-mail: jdeines@lcdlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ksb11-21663.pdf

The petition was signed by Robert J. Crow, managing member.


SBARRO INC: Moody's Assigns'Ba2' Rating to $35-Mil. DIP Facility
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the $35 million
super priority senior secured delayed draw new money term loan
(DIP Facility) of Sbarro, Inc. (Sbarro) as Debtor-in-Possession
(DIP). The DIP Facility matures on October 4, 2011, with a three
month extension at the option of the company.

RATINGS RATIONALE

The ratings reflect the size of the aggregate DIP Facility versus
an estimated recovery value under either a going concern or
liquidation scenario. Other key considerations include the
structural features of the DIP facility, the nature of the
bankruptcy and reorganization, and the DIP size as a percentage of
pre-petition debt.

Moody's withdrew all previous ratings for Sbarro in April 2011
following its bankruptcy filing. The rating on the DIP Facility is
being assigned on a "point-in-time" basis and will not be
monitored going forward. There is no outlook assigned to the
rating.

Ratings assigned:

- Ba2 rating on the $35 million super priority senior secured
  delayed draw term loan of Sbarro, Inc. as Debtor-in-Possession

Several factors led to Sbarro's declining operating performance
and subsequent Chapter 11 filing, including an erosion in brand
perception over the past few years, intense competition, high
operating costs, commodity inflation, weak consumer spending and
lower mall traffic. Meanwhile, debt levels and interest expense
associated with the 2007 purchase of the company by private equity
firm MidOcean Partners, LLC were high and unsustainable. The
company was unable to comply with the minimum EBITDA financial
covenant at the end of 2010, and had decided to miss its February
2, 2011 interest payment on its senior notes in an effort to
preserve liquidity. The company filed for Chapter 11 bankruptcy on
April 4, 2011.

Although Sbarro has yet to formulate a definitive reorganization
plan, the bankruptcy process should, at a minimum, enable the
company to reduce debt and interest expense to more manageable
levels. There is also the potential for reduced costs by closing
unprofitable stores and renegotiating unfavorable leases. As
reported by Sbarro, it is pursuing a possible sale of the company
which could alter and/or delay filing a plan of reorganization.

In Moody's opinion, Sbarro must overcome numerous challenges in
order to successfully complete a restructuring and exit from
Chapter 11 bankruptcy over the term of the DIP Facility. The
extended period of underperformance has resulted in brand erosion
which may be difficult to reverse over the near term. Moody's
expects Sbarro to be cash flow negative through the term of the
DIP Facility. As a result, the primary source of liquidity during
the next six months will be balance sheet cash and cash provided
by the DIP Facility. Given the seasonality of Sbarro's cash flow,
the company could find itself with the need to seek additional
financing should the bankruptcy process extend well into the
fourth quarter of 2011.

Like many restaurants, Sbarro's business model results in a
relatively low level of tangible asset value. The use of operating
leases limits real estate ownership, while the value of
inventories is limited by its perishable nature. Customer use of
either cash or credit cards as their primary source of payment
limits receivables to relatively low levels. However, when
combined with a conservative valuation of Sbarro's brand name,
Moody's believes that these assets would be sufficient to cover
the $35 million DIP Facility. Moody's also evaluated the possible
coverage of the DIP Facility using a conservative valuation of
Sbarro's enterprise value, and believes the valuation would also
be sufficient to cover the size of the DIP Facility.

Sbarro's DIP Facility is guaranteed by all domestic operating
subsidiaries, and is secured by a super priority first lien on
substantially all assets of the company and guarantor
subsidiaries, including all deposit accounts, working capital,
intangibles, intellectual property and equipment. The DIP Facility
also received first priority priming liens on all assets securing
pre-petition debt. The facility contains two financial covenants -
- a cumulative cash flow test and limitation of capital
expenditures.

The principal methodology used in rating Sbarro's DIP credit
facility was Moody's Debtor-In-Possession Lending rating
methodology, March 2009, which can be found at www.moodys.com in
the Credit Policy and Methodologies directory.

Sbarro, Inc. (Sbarro) headquartered in Melville, NY, is a quick
service restaurant (QSR) operator that serves Italian specialty
foods, with 472 company-owned restaurants and 555 franchised.
Annual revenues are approximately $340 million.


SHAW FAMILY: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Shaw Family Archives, Ltd.
        143 Independence Avenue
        Tappan, NY 10983

Bankruptcy Case No.: 11-23099

Chapter 11 Petition Date: June 1, 2011

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

Judge: Robert D. Drain

Debtor's Counsel: Lawrence F. Morrison, Esq.
                  THE MORRISON LAW OFFICES PC
                  140 East 45th Street, 18th Floor
                  New York, NY 10017
                  Tel: (212) 655-3582
                  Fax: (646) 390-5095
                  E-mail: morrlaw@aol.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 11 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-23099.pdf

The petition was signed by Edith Marcus, president.


SINCLAIR BROADCAST: Eight Directors Elected at Annual Meeting
-------------------------------------------------------------
The annual meeting of shareholders of Sinclair Broadcast Group,
Inc., was held on June 2, 2011.  At the meeting, four items were
submitted to the shareholders for a vote.  The shareholders
elected eight persons nominated for directors for a term expiring
at the next annual shareholders meeting in 2012 or until their
respective successors have been elected and qualified:

   (1) David D. Smith
   (2) Frederick G. Smith
   (3) J. Duncan Smith
   (4) Robert E. Smith
   (5) Basil A. Thomas
   (6) Lawrence E. McCanna
   (7) Daniel C. Keith
   (8) Martin R. Leader

The shareholders ratified the appointment of
PricewaterhouseCoopers, LLP, as the Company's independent auditors
for the fiscal year ended Dec. 31, 2011.  The shareholders
approved by a non-binding advisory vote the Company's executive
compensation.  The shareholders approved by a non-binding advisory
vote a triennial advisory vote on the Company's executive
compensation.

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company's balance sheet at March 31, 2011, showed
$1.57 billion in total assets, $1.71 billion in total liabilities,
and a $144.58 million total deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

Moody's raised its ratings for Sinclair Broadcast Group, Inc., and
subsidiary Sinclair Television Group, Inc., including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments,
concluding its review for possible upgrade as initiated on
Aug. 5, 2010.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast
Group Inc. to 'BB-' from 'B+'.  The rating outlook is stable.

"The 'BB-' rating on Sinclair reflects S&P's expectation that the
company could keep its lease-adjusted debt to EBITDA below
historical levels throughout the election cycle, absent a reversal
of economic growth, meaningful debt-financed acquisitions, or
significant shareholder-favoring measures," explained Standard &
Poor's credit analyst Deborah Kinzer.


SIVEC SRL: Chapter 15 Case Summary
----------------------------------
Chapter 15 Debtor: SIVEC Srl
                   as successor in Liquidation to Sirz Srl
                   c/o Gabriele Bordin
                   Via N. Tommaseo No. 8/A
                   35131 Padua, Italy

Chapter 15 Case No.: 11-80799

Type of Business: The company is into manufacturing.

Chapter 15 Petition Date: June 2, 2011

Court: Eastern District of Oklahoma (Okmulgee)

Judge: Tom R. Cornish

Chapter 15 Petitioner's Counsel: Thomas E. Steichen, Esq.
                                 ELDRIDGE COOPER STEICHEN et al
                                 111 West 7th Street
                                 Tulsa, OK 74103-4287
                                 Tel: (918) 388-5562
                                 Fax: (918) 388-5654
                                 E-mail: tsteichen@ecslok.com

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

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


SMURFIT-STONE: RockTenn to Close Three Container Facilities
-----------------------------------------------------------
Kathie Dickerson at Coshocton Tribune notes that RockTenn Co. said
it will close three container plants to eliminate redundancy.
These plants produce corrugated containers.  The closures do not
affect the local plant, 500 N. Fourth St., in Coshocton, which
produces paperboard used in the manufacturing of corrugated
containers. RockTenn completed its $3.5 billion acquisition of
Smurfit-Stone Container Corp. this past week.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
served as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, served as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC served as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acted as the Debtors' notice and
claims agent.

The Company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, became effective July 1, 2010.

The Plan provides that 2.25% of the new Smurfit-Stone common stock
pool will be distributed pro rata to the Company's previous
preferred stockholders and 2.25% of the New Smurfit-Stone common
stock pool will be distributed pro rata to the Company's previous
common stockholders.


SONRISA REALTY: Bank's $5 Mil. Wins Auction for Property
--------------------------------------------------------
Laura Elder at the Galveston Daily News reports that Compass Bank
was the highest bidder at an auction for about 95 acres of prime
League City land, including 35 acres where Tanger Factory Outlets
had considered building a 95-store outlet mall.

According to the report, Compass Bank bid $5 million for the 95
contiguous acres west of Interstate 45 and north of FM 646. The
land belonged to Sonrisa Realty GP LLC, whose principal was League
City developer RandalHall.

Tanger announced plans to build the mall in January.  But the
transaction was complicated.  Compass Bank sued Sonrisa Realty and
affiliated entities for a defaulted $8.2 million loan.

                     About Sonrisa Properties

Sonrisa Properties, Ltd., and Sonrisa Realty Partners, Ltd., each
of which is a single asset real estate entity, own unimproved real
property located in League City, Texas.  Sonrisa Properties filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
10-80012) on Jan. 4, 2010, to stop Compass Bank, the largest
secured creditor, from foreclosing on the property.  Sonrisa
Realty Partners also filed for Chapter 11 protection (Bankr. S.D.
Tex. Case No. 10-30084) on the same day.  The two cases are not
jointly administered.  Karen R. Emmott, Esq., in Houston, Texas,
represents both Debtors.  Sonrisa Properties disclosed $21,098,818
in assets and $8,420,540 in liabilities as of the Petition Date.
Sonrisa Realty Partners estimated $10 million to $50 million in
assets and $1 million to $10 million in liabilities.  In February
2010, the Sonrisa Realty Partners case was transferred to the
Galveston Division (Bankr. S.D. Tex. Case No. 10-80026).


SOUTH LOUISIANA: Will Accept Bids for Ethanol Plant Until June 9
----------------------------------------------------------------
Holly Jessen at Ethanol Producer Magazine reports that South
Louisiana Ethanol LLC placed its ethanol plant, which built in the
late '80s and upgraded to 66 Mmgy, on the auction block.

According to the report, the bankruptcy auction will have two
phases.  First, sealed bids will be accepted until June 9, 2011.
Those bids can be for the entire package, everything from the
land, facility and equipment, or for just the real estate minus
certain pieces of equipment, said Bruce Schneider, president of
St. Louis, Mo.-based Schneider Industries.  He added that the
location could also be purchased by another industry other than
ethanol, such as bulk liquid storage, oil and gas storage or an
agricultural company.

After the June 9 date, the bank and the bankruptcy court will
decide whether to accept the high bid.  If no bids are received or
accepted, an open public auction will be held June 30 and
everything will be sold off piece by piece, according to Ethanol
Producer.

                  About South Louisiana Ethanol

South Louisiana Ethanol LLC is the owner of a non-operating
ethanol plant in Belle Chasse, Louisiana.  South Louisiana
purchased the non-operating plant in 2006 with plans for
rebuilding. When financing fell through, it shut down the
construction project in September 2007.

The Company filed for Chapter 11 on (Bankr. E.D. La. Case No.
09-12676) on Aug. 25, 2009.  Emile L. Turner Jr., Esq., represents
the Debtor in its restructuring effort.  In its petition, the
Debtor estimated $10 million to $50 million in assets and $50
million to $100 million in debts.


SOUTH PADRE: Court Approves Tim Schultz as Accountant
-----------------------------------------------------
Bankruptcy Judge Richard s. Schmidt of the U.S. Bankruptcy Court
of Southern District of Texas has approved the retention and
employment of Tim Schultz, P.C. as bankruptcy accountant.

South Padre Investment tapped the firm to provide accounting
services in connection with its Chapter 11 plan.  These services
include preparing financial statements to form the basis of the
plan and to assist South Padre Investment's management in funding
the plan and distributing payments to creditors.

Tim Schultz PC will also conduct preliminary survey of South Padre
Investment's books of account as well as prepare its income tax
returns.

Among the firm's professionals who is anticipated to provide the
services include Tom Burt and his associates, John Millice and
Julie Smith.

South Padre Investment proposed to pay Mr. Burt $195 per hour for
his services.  Meanwhile, Mr. Millice and Ms. Smith will be paid
at an hourly rate of $125 and $100, respectively.

In an affidavit, Tim Schultz disclosed that it does not represent
any interest adverse to South Padre Investment and its estate.

South Padre Investment, LP, filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 11-20056) on Jan. 29, 2011 in Corpus
Christi, Texas.  Judge Richard S. Schmidt presides over the case.
James S. Wilkins, Esq., at WILLIS & WILKINS, serves as bankruptcy
counsel to the Debtor. The Debtor disclosed $14,743,370 in assets
and $9,077,613 in liabilities.


SUNVALLEY SOLAR: Inks $1.56MM Photovoltaic Contract with Diamond
----------------------------------------------------------------
Sunvally Solar, Inc., entered into a Photovoltaic System Contract
with Diamond Wipes Int'l, Inc., of Chino, California.  Under the
Contract, the Company has been engaged to install a 336,000 kW
photovoltaic solar power system for an estimated total price of
$1,562,400 to be paid as follows:

   -- 5% down payment of $78,120, with $28,120 due upon signature
      of the Contract, $20,000 due two months after signature of
      the Contract, and $30,000 due when the system is placed into
      service;

   -- A lump sum payment of $468,720 to be paid within five
      business days after the customer receives an anticipated
      cash grant for the project from the U.S. Treasury
      Department;

   -- A stream of monthly payments estimated to total $394,434.
      These monthly payments will commence when the customer
      begins to receive incentive payments related to the project
      from Southern California Edison.  The actual monthly
      payments will be equal to the monthly incentive payments
      received by the customer.

   -- A stream of monthly payments totaling $621,126, to be paid
      in 84 equal installments of $7,394.36, with payments to
      begin within five days after the system is approved by the
      local utility company.

In addition, the Company has agreed to provide certain warranties
to the customer regarding workmanship, minimum nominal power
outputs of the system, and other matters.  The Company expects to
begin work on the system in July of 2011.

A full-text copy of the Photovoltaic System Contract is available
for free at http://is.gd/Xki9eu

                       About Sunvally Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

The Company's balance sheet at March 31, 2011, showed
$3.11 million in total assets, $3.25 million in total liabilities,
and a stockholders' deficit of $137,028.

As reported in the TCR on April 8, 2011, Sadler, Gibb and
Associates, LLC, in Salt Lake City, Utah, expressed substantial
doubt about Sunvalley Solar's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company had losses from operations of
$375,839 and accumulated deficit of $958,924.


SWISS CHALET: Asks Court to OK Hiring of Cuprill Law Firm
---------------------------------------------------------
Swiss Chalet Inc. seeks Bankruptcy Court permission to employ
Charles A. Cuprill, P.S.C. Law Offices as its bankruptcy counsel.

The Debtor has paid the firm a $92,500 retainer.  The firm's
hourly rates are:

     Charles A. Cuprill-Herndandez, Esq.  $350 per hour
     Associates                           $225 per hour
     Paralegals                            $75 per hour

Mr. Cuprill attests that his firm is a disinterested person as
defined in 11 U.S.C. Section 101(14).

                        About Swiss Chalet

The Swiss Chalet Inc., which owns the Best Western Hotel Pierre in
San Juan, Puerto Rico, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 11-04414) on May 27, 2011.  CPA Luis R. Carrasquillo &
Co. is the financial consultant.  In its Schedules, the Debtor
disclosed total assets of $118,521,510 and total debts of
$132,741,094.  The petition was signed by Arnold Benus, director.


SWISS CHALET: Seeks to Hire Carrasquillo as Fin'l Consultants
-------------------------------------------------------------
Swiss Chalet Inc. said it is in need of a financial consultant to
assist it in the financial restructuring of its affairs by
providing advice in strategic planning, preparing a plan of
reorganization and disclosure statement, determining the Debtor's
assets, and participating in the Debtor's negotiations with
creditors and parties in interest.

In this regard, the Debtor asked the Court to approve its hiring
of CPA Luis R. Carrasquillo & Co., P.S.C.

The Debtor has made a $50,000 advanced payment to the firm.

Mr. Carrasquillo and the members of the accounting firm are
disinterested as defined in 11 U.S.C. Section 101(14).

The firm may be reached at:

         Luis R. Carrasquillo Ruiz
         CPA Luis R. Carrasquillo & Co., P.S.C.
         28th Street, #TI-26
         Turabo Gardens Avenue
         Caguas, Puerto Rico 00725
         Tel: (787) 746-4555
              (787) 746-4556
         Fax: (787) 746-4564
         E-mail: luis@cpacarrasquillo.com

                        About Swiss Chalet

The Swiss Chalet Inc., which owns the Best Western Hotel Pierre in
San Juan, Puerto Rico, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill, P.S.C.
Law Offices serves as its bankruptcy counsel.  In its Schedules,
the Debtor disclosed total assets of $118,521,510 and total debts
of $132,741,094.  The petition was signed by Arnold Benus,
director.


SWISS CHALET: Sec. 341(a) Creditors' Meeting Set for June 30
------------------------------------------------------------
Monsita Lecaroz Arribas of the Office of the U.S. Trustee in San
Juan, Puerto Rico, will convene a meeting of creditors under Sec.
341(a) of the Bankruptcy Code in the bankruptcy case of Swiss
Chalet Inc., on June 30, 2011, at 2:00 p.m. at 341 Meeting Room,
Ochoa Building, 500 Tanca Street, First Floor, in San Juan.

The last day to oppose discharge or dischargeability is Aug. 29,
2011.  Proofs of claim are due by Sept. 28, 2011.  Government
proofs of claim are due by Nov. 28, 2011.

                        About Swiss Chalet

The Swiss Chalet Inc., which owns the Best Western Hotel Pierre in
San Juan, Puerto Rico, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill, P.S.C.
Law Offices serves as its bankruptcy counsel.  CPA Luis R.
Carrasquillo & Co., P.S.C., serves as its financial consultants.
In its Schedules, the Debtor disclosed total assets of
$118,521,510 and total debts of $132,741,094.  The petition was
signed by Arnold Benus, director.


SYNAGRO TECHNOLOGIES: S&P Raises CCR to 'B-'; Outlook is Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on organic residuals and biosolids services provider
Synagro Technologies Inc. by one notch to 'B-' from 'CCC+'. The
rating outlook is stable.

At the same time, Standard & Poor's raised its ratings on
Synagro's senior secured and second-lien debt issues by one notch.
Standard & Poor's also lowered its recovery ratings on the
company's first-lien facilities to '4' from '3' following a
reassessment of recovery prospects in a default scenario. The '4'
recovery rating for the first-lien lenders indicates the
expectation of average recovery (30%-50%) in the event of a
payment default.

The ratings on Houston-based Synagro Technologies Inc. reflect the
company's highly leveraged financial risk profile, marked by high
debt and weak cash flow protection measures. Although the
essential nature of its services and the high percentage of sales
under long-term contracts provide stability to the top line,
Synagro derives more than 90% of its revenues from municipalities,
which still face budgetary pressures. Given this backdrop,
Standard & Poor's believes Synagro's volumes and pricing could
continue to be weak. "However, through recent debt repurchases and
improved operating profitability, the company has improved
liquidity and increased the level of headroom under its financial
covenants, providing incremental flexibility to cope with the
economic environment," said Standard & Poor's credit analyst
James Siahaan.

Synagro, which has annual revenues of about $280 million, manages
the organic, nonhazardous biosolids generated by water and
wastewater treatment facilities. (Materials that meet government
regulations for beneficial reuse are referred to as biosolids.)
Its size and scope of operations are limited to wastewater
residuals management, though the company is a leading national
provider in its market.

"Until the company expands the business model or introduces new
services, its somewhat high customer concentration will remain a
weakness," Mr. Siahaan said. In addition, Synagro's operations are
subject to Part 503 regulations under the federal Clean Water Act,
and any changes to environmental laws concerning wastewater
residuals treatment could lead to additional costs for the
company.

Although Synagro's weak performance in the first quarter
underscores some uncertainty regarding the consistency or
reliability of the earnings stream, Standard & Poor's expects the
company's operating performance to improve in subsequent quarters
as the company attempts to replace the revenues and income
associated with a lost contract.


TASTY BAKING: Suspending Filing of Reports with SEC
---------------------------------------------------
Tasty Baking Company filed a Form 15 notifying the Securities and
Exchange Commission of the suspension of its duty under Section
15(d) to file reports with respect to its common stock, $.50 par
value per share.  As of June 3, 2011, there was only one holder of
record of the common shares.

                    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.

The Company reported 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 March 26, 2011, showed $153.32
million in total assets, $172.18 million in total liabilities and
a $18.86 million total 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.

                       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.


TBS INTERNATIONAL: Joseph Royce Owns 42.6% of Class A Shares
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Joseph E. Royce disclosed that he
beneficially owns 12,658,164 Class A ordinary shares of TBS
International plc representing 42.6% of the share outstanding.
Elaine M. Royce also owns 4,778,958 Class A ordinary shares.  A
full-text copy of the filing is available for free at
http://is.gd/7Viudq

                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects, operations,
port services and strategic planning.  The TBS shipping network
operates liner, parcel and dry bulk services, supported by a fleet
of multipurpose tweendeckers and handysize/handymax bulk carriers,
including specialized heavy-lift vessels and newbuild tonnage.
TBS has developed its franchise around key trade routes between
Latin America and China, Japan and South Korea, as well as select
ports in North America, Africa, the Caribbean and the Middle East.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed $681.39
million in total assets, $406.22 million in total liabilities and
$275.17 million in total shareholders' equity.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under the
agreements would make the debt callable.  According to PwC, this
has created uncertainty regarding the Company's ability to fulfill
its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal Bank
of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising the
financial covenants, including covenants related to the Company's
consolidated leverage ratio, consolidated interest coverage ratio
and minimum cash balance, and modifying other terms of the Credit
Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


TBS INTERNATIONAL: Gregg McNelis Holds 15.6% of Class A Shares
--------------------------------------------------------------
In a Schedule 13D filing of the U.S. Securities and Exchange
Commission, Gregg L. McNelis disclosed that he beneficially owns
3,242,354 Class A ordinary shares of TBS International plc
representing 15.6% of the shares outstanding.  A full-text copy of
the regulatory filing is available for free at http://is.gd/eO7RXw

                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects, operations,
port services and strategic planning.  The TBS shipping network
operates liner, parcel and dry bulk services, supported by a fleet
of multipurpose tweendeckers and handysize/handymax bulk carriers,
including specialized heavy-lift vessels and newbuild tonnage.
TBS has developed its franchise around key trade routes between
Latin America and China, Japan and South Korea, as well as select
ports in North America, Africa, the Caribbean and the Middle East.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed $681.39
million in total assets, $406.22 million in total liabilities and
$275.17 million in total shareholders' equity.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under the
agreements would make the debt callable.  According to PwC, this
has created uncertainty regarding the Company's ability to fulfill
its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal Bank
of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising the
financial covenants, including covenants related to the Company's
consolidated leverage ratio, consolidated interest coverage ratio
and minimum cash balance, and modifying other terms of the Credit
Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


THREE LIGHTS: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Three Lights Development, LLC
        935 Curtiss St., Suite 4
        Downers Grove, IL 60515

Bankruptcy Case No.: 11-23323

Chapter 11 Petition Date: June 1, 2011

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

Judge: John H. Squires

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: $0 to $50,000

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

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-23323.pdf

The petition was signed by David A. Weiher, member.


TOLL BROTHERS: Moody's Revises Outlook to Stable from Negative
--------------------------------------------------------------
Moody's Investors Service revised the rating outlook for Toll
Brothers, Inc. to stable from negative and affirmed its existing
ratings, including its Ba1 corporate family rating, Ba1
probability of default rating, Ba1 senior unsecured debt rating,
and SGL-1 speculative grade liquidity rating.

RATINGS RATIONALE

The stabilization of the rating outlook for Toll Brothers reflects
the company's ability to generate improving operating results and
credit metrics even as it faces the same daunting headwinds
experienced by the homebuilding industry and its peers. Over the
past several quarters the company has delivered increasing gross
margins, declining homebuilding debt leverage, and positive net
income. Toll Brothers is one of the few homebuilders to generate
positive net income after the downturn, and the company was
profitable in three of the last four quarters. Between Q1 2010 and
Q1 2011, the company's quarterly gross margins (including Moody's
standard adjustments) consistently improved to 18.0% from 13.8%,
and adjusted homebuilding debt leverage declined to 40% from 47%.
Additionally, Toll Brothers' year-over-year changes in deliveries
and new orders appear to have entered positive territory, while
the majority of homebuilders continue to suffer significant year-
over-year declines. The company's year-over-year deliveries fell
4% in Q1 2011 and grew 9% in Q2 2011, and new orders increased 4%
and 7%, respectively. Moody's believes that Toll Brothers will
continue to generate positive net income and its credit metrics
will continue to gradually improve as the conditions in the
residential housing market slowly improve from their historic
lows.

The revision of the outlook to stable also reflects the company's
performance in its high density mid- and high-rise tower business,
which has exceeded Moody's previous expectations, as well as the
company's solid liquidity profile.

Moody's recognizes, however, that Toll Brothers continues to face
the same challenges affecting the rest of the homebuilding
industry, including the substantial overhang of foreclosed
properties, weak pricing, and high unemployment. In addition, the
company's expansion goals for its tower and high density mid-rise
business and the inherently more volatile operating
characteristics and financial requirements of this segment alter
its formerly low business risk profile. Moody's also recognizes
that Toll Brothers is ramping up its purchases of land parcels
that it views as being distressed, hence reducing its cash
position and generating negative cash flow from operations.

The Ba1 ratings are supported by Toll Brothers' leadership
position in its upper end homebuilding niche; its solid liquidity
profile, as captured in its SGL-1 rating; and an ability to
greatly restrict, or even shut off entirely, its land spend for
relatively long periods of time without incurring the need to race
to catch up when the market turns. This latter characteristic
permits the company generally to control how much cash flow it
wishes to generate or even whether it wishes the figure to be
positive or not. At the same time, in Moody's view, the overall
general economy and macro housing outlook will remain constrained
and are not likely to allow for substantial improvement in
operating performance and credit metrics for the company in 2011
and 2012.

The SGL-1 speculative grade liquidity rating reflects Toll
Brothers' very good liquidity position, which at April 30, 2011
was supported by a $1.25 billion cash balance, $784 million of
availability under its credit facility, substantial room under
financial covenants, and the size of its land supply, which could
be monetized if necessary.

The ratings could benefit if Moody's were to project that the
company's credit metrics begin to resemble those of an investment
grade homebuilder. Specifically, Moody's would need to see debt
leverage falling below 40%, interest coverage rising to the mid-
single digit range, gross margins improving to above 23%, and
total revenues and net income beginning to migrate towards pre-
recession levels.

The outlook and/or ratings could be lowered if the company's gross
margins and net income generation weaken, it incurred a
significant pre-impairment loss in any one quarter, operating cash
flow was heavily negative in 2011 and 2012, liquidity was
materially impaired, and/or the company re-levered its balance
sheet above 50%.

The principal methodology used in rating Toll Brothers, Inc. was
the Global Homebuilding Industry Methodology, published March
2009. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Based in Horsham, Pennsylvania, Toll Brothers, Inc. is the
nation's leading builder of luxury homes, serving move-up, empty-
nester, and active adult buyers in 19 states and four regions
around the country. Total revenues and consolidated net income for
the twelve months ended April 30, 2011 were $1.5 billion and $60
million, respectively.


TOWN & COUNTRY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Town & Country Estate LLC
        P.O. Box 1088
        Monsey, NY 10952

Bankruptcy Case No.: 11-23110

Chapter 11 Petition Date: June 1, 2011

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

Judge: Robert D. Drain

Debtor's Counsel: Joshua N. Bleichman, Esq.
                  BLEICHMAN & KLEIN
                  268 Route 59
                  Spring Valley, NY 10977
                  Tel: (845) 425-2510
                  Fax: (845) 425-7362
                  E-mail: bleichmanklein@yahoo.com

Scheduled Assets: $2,801,000

Scheduled Debts: $12,454,779

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-23110.pdf

The petition was signed by Isack D. Weiss, managing partner.


TRADE UNION: Seeks to Employ Lan Liu & Company as Accountant
------------------------------------------------------------
Trade Union International, Inc., and Duck House, Inc., seek
authority from the U.S. Bankruptcy Court for the Central District
of California, Riverside Division, to employ Lan Liu & Company as
their accountant, nunc pro tunc to Jan. 31, 2011.

The Debtors said the firm has been performing accounting and tax
preparation services for the Debtors since 1986 and is familiar
with the Debtors' financial affairs.

The professional services to be rendered by Lan Liu are:

   -- Prepare the Debtors' 2010 federal and state income tax
      returns. The Firm may perform related bookkeeping services
      necessary for preparation of the tax returns as well;

   -- Assist the Debtors in the preparation of 2010 year-end
      financial statements and review as necessary in the ordinary
      course of the Debtors' financial affairs and as necessary to
      complete tax returns;

   -- If necessary, assist the Debtors in the analysis of the tax
      implications of various plan or administrative alternatives;

   -- To perform any and all other accounting, tax and business
      advice and services incident and necessary as the Debtors
      may require of the Firm in connection with these Chapter
      11 cases and as necessary to preserve assets for the benefit
      of the Debtors' bankruptcy estates and their creditors.

The Firm estimates that the combined fees for its services to be
performed for the Debtors during the cases will not exceed $25,000
(including the fees of $6,750 billed from February 1, 2011 through
May 1, 2011.)

                      U.S. Trustee's Objection

Peter C. Anderson, U.S. Trustee for Region 16, asks the U.S.
Bankruptcy Court for the Central District of California, Riverside
Division, to deny Trade Union International, Inc., and Duck House,
Inc.'s request to employ Lan Liu & Company as the Debtors'
accountant.

The U.S. Trustee explains that the Debtors' have not demonstrated
"extraordinary circumstances" to justify nunc pro tunc employment.
The U.S. Trustee relates that the Debtors' believed the approval
of the employment of the accountant was unnecessary as Lan Lui was
performing tasks within the ordinary course of the Debtors'
business.

"The Debtors' explanation of the failure to request employment,
resting on the proposition that the services of an accountant were
provided in the ordinary course of the Debtors' business, is not
persuasive.  The Debtors' have employed experienced bankruptcy
counsel to assist them.  Counsel should be well aware of the need
to seek approval of the Accountant in a bankruptcy case."

                         About Trade Union

Montclair, California-based Trade Union International Inc.
supplies aftermarket aluminum alloy wheels and wheel and truck
accessories.  It filed for Chapter 11 bankruptcy protection on
January 31, 2011 (Bankr. C.D. Calif. Case No. 11-13071).  James C.
Bastian, Jr., Esq., at Shulman Hodges & Bastian LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.

Affiliate Duck House, Inc., a California corporation, filed a
separate Chapter 11 petition on January 27, 2011 (Bankr. C.D.
Calif. Case No. 11-13072).


TRIBUNE CO: Committee Wants to Termination Event Until Aug. 15
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tribune Co.'s
cases asks Judge Kevin Carey to extend the "Termination Event" to
Aug. 15, 2011.

Since entry of the Standing Orders, the Creditors' Committee has
filed certain complaints and negotiated tolling agreements with
respect to statutes of limitations, all as contemplated by and
consistent with the terms of the Standing Orders.  None of the
litigation that the Creditors' Committee has commenced pursuant
to the authority it was granted in the Standing Orders has
settled.  In addition, consistent with the Standing Orders, the
litigation the Committee has commenced is stayed pending the
occurrence of a Termination Event.  At least one "Termination
Event" -- the occurrence of the date of June 15, 2011 -- will
occur.

Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, avers that the litigation or resolution of the LBO
litigation is central to the Competing Plans and was the focus of
the evidence presented at the confirmation hearing.  The
limitations on settlement of litigation brought by the Creditors'
Committee and the broad stay of the litigation appropriately
preserve the status quo while the Court considers the Competing
Plans, he notes.  Consequently, the proposed extension of the
June 15 Termination Event will permit the parties to continue to
enjoy the benefits of the Standing Orders while the Competing
Plans are litigated, a ruling is made, or a settlement is
achieved, he maintains.

The Creditors' Committee further asks the Court to permit the
proponents of the Competing Plans to jointly amend further the
definition of Section "(iii)" of the term "Termination Event" in
the Standing Orders upon filing a proposed order under
certification of counsel within 10 day's notice to parties who
have requested notice pursuant to Rule 2002 of the Federal Rules
of Bankruptcy Procedure.

The Court will consider the Creditors' Committee's request on
June 13, 2011.  Objections are due no later than June 6.

                        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: Homestead Has Ok to Sell Property for $3.85-Mil.
------------------------------------------------------------
Homestead Publishing Co., debtor-affiliate of Tribune Co.,
received permission from the Bankruptcy Court to sell a real
property commonly known as 10750 Little Patuxent Parkway, in
Columbia, Maryland, free and clear of all liens, to 175 LLC, for
$3,850,000.

The Columbia Property is a commercial property consisting of a
29,450-square foot office building on approximately 2.18 acres of
real property.  The Columbia Property was used for the
publication of a local newspaper and housed all newspaper
personnel, including sales people, editors, and reports.
However, in a consolidation effort aimed towards greater
efficiency, those operations were moved in February 2011 from the
Columbia Property to already-owned vacant space in a facility,
which houses operations for The Baltimore Sun in Baltimore,
Maryland.  The Columbia Property has thus been vacant for the
past three months.

The Columbia Property was not actively marketed before
negotiations with the Purchaser.  However, just prior to the
Columbia Property becoming vacant, Homestead was approached by
the Purchaser with an offer to purchase the Columbia Property for
$3,200,000.  Since that time, Homestead and the Purchaser have
been in negotiations regarding the terms and sale price of the
Columbia Property.

As a result of those negotiations, Homestead and the Purchaser
have negotiated and executed a Purchase and Sale Agreement
governing the Debtor's sale of the Columbia Property to the
Purchaser.

The key terms of the Sale Agreement are:

  * The Purchaser will pay $3,850,000 as purchase price for the
    Columbia Property.

  * No personal property will be transferred as part of the
    transaction, and there are no leases applicable to the
    Columbia Property.

  * Of the Purchase Price, $100,000 is to be deposited in an
    escrow account as earnest money within three business days
    of entry of an order approving the Debtor's Motion.  An
    additional $200,000 is to be deposited into the escrow
    account upon expiration of a Study Period provided by the
    Sale Agreement.

  * At Closing, those deposits will be credited towards the
    Purchase Price, and the balance of the Purchase Price will
    be immediately payable.

  * Upon the Effective Date of the Sale Agreement, the Purchaser
    will have a 90-day Study Period during which it can
    investigate the Columbia Property to determine, in the
    Purchaser's sole and absolute discretion, if the Columbia
    Property is acceptable to the Purchaser and suitable for the
    Purchaser's use and development.  The Sale Agreement
    contemplates that the Closing will occur within 60 days from
    the expiration of the Study Period.

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

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

Bryan Krakauer, Esq., at Sidley Austin LLP, in Chicago, Illinois,
relates that neither Homestead nor any of the Debtors have
conducted business operations on the Columbia Property, nor do
any of the Debtors anticipate having any need to use the Columbia
Property in the future.  The Columbia Property also has
substantial annual carrying costs, he points out.  Thus, the
proposed sale of the Columbia Property allows Homestead to
quickly monetize a surplus asset pursuant to a sale to a third
party for a price that in the commercial judgment of the Debtors,
roughly approximates the value of the Columbia Property and
eliminates substantial yearly carrying costs, he asserts.  By
selling pursuant to a private sale, Homestead has also avoided a
seller-side broker commission that the Debtors anticipate could
be over $100,000 for the Columbia Property, he adds.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Committee Hires Seitz van Ogrtrop as Conflicts Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors for Tribune Co.
received the Bankruptcy Court's authority to retain Seitz Van
Ogtrop & Green, P.A., as special conflicts counsel, nunc pro tunc
to April 21, 2011.

SVG will provide to the Committee services in connection with the
leveraged buy-out lender complaint, solely with respect to
matters involving the Goldman Sachs & Co. affiliates.

SVG will be paid its current hourly rates:

     Partners and Counsel            $300-$490
     Associates                      $200-$250
     Paraprofessionals               $100-$125

SVG will also be reimbursed for any necessary out-of-pocket
expenses it incurs.

James S. Green, Esq., at Seitz Van Ogtrop & Green, P.A., assures
the Court that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors, their estates, and
their creditors

                        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)


TRICO MARINE: Has Until July 29 to Solicit Ch. 11 Plan Acceptances
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until July 29, 2011, Trico Marine Services, Inc., e al.'s
exclusive periods to solicit acceptances for the proposed Chapter
11 plan.

The Debtors related that the extension of their solicitation
period will increase the likelihood of a greater distribution to
their stakeholders by facilitating an orderly, efficient, and
cost-effective sale and plan process for the benefit of all
creditors.

As reported in the Troubled Company Reporter on June 3, Trico
Marine won approval of a disclosure statement explaining the
Chapter 11 plan.  The confirmation hearing for approval of the
plan is scheduled for July 18.  The parent's plan will distribute
its portion of the former subsidiaries' stock to the parent's
creditors.

The TCR also reported that non-bankrupt Trico subsidiaries known
as Trico Supply and Trico Shipping completed their
recapitalization and were spun off to be owned mostly by creditors
with $400 million in 11.875% secured notes.  As part of the
transaction, the Trico parent received 5% of the stock in the
former subsidiaries and warrants for another 10%.  The spinoff was
part of a settlement with the subsidiaries approved by the
bankruptcy court in February.

                     About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-
12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TRIMAS CORP: Moody's Rates New Credit Facility at 'Ba2'
-------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to TriMas
Company LLC's , a wholly owned subsidiary of TriMas Corporation
$300 million credit facility and affirmed the company's CFR and
PDR at B1. The company's Speculative Grade Liquidity rating was
affirmed at SGL-2. The ratings outlook remains positive.

The new $300 million credit facilities are being issued by TriMas
Company LLC. The facilities are guaranteed by TriMas Corporation
and are comprised of a $75 million revolver and a $225 million
term loan B. Proceeds from the $225 million term loan B are
expected to be applied towards refinancing the company's current
term loans. The company's new $75 million revolver is anticipated
to be undrawn at the close although the availability is decreased
by approximately $23 million in outstanding letters of credit
against the facility. The new facilities' Ba2 rating reflects the
first lien pledge of the assets of domestic subsidiaries and 65%
stock pledge of the company's foreign subsidiaries. The term loan
will mature 6 years after the closing date and amortize at 0.25%
per quarter during the period of 5 years and nine months with the
balance due at maturity. The revolver will mature 5 years after
the closing date. The ratings on the existing credit facilities
will be withdrawn upon the closing of the transaction.

Adjustments/Affirmations:

   Issuer: TriMas Corporation

   -- Senior Secured Regular Bond/Debenture, affirmed at B2; LGD
      changed to LGD4, 68% from LGD5, 71%

Assignments:

   Issuer: TriMas Company LLC

   -- Senior Secured Bank Credit Facility, Assigned a Ba2, LGD2-
      22%

RATINGS RATIONALE

The company's B1 CFR and the positive ratings outlook reflect
Moody's view that the company is well positioned to see further
operating improvement as global economic activity strengthens.
Recent trends are supportive of the positive ratings outlook. In
particular, revenues grew by 17% in 2010 and its operating margin
increased to 12.7% from 6.9% in 2009. The company's leverage (Debt
to EBITDA) improved to 3.6 times in 2010 from 5.7 times for 2009
and is expected to improve further over the next couple of years.
The ratings benefit from a broad mix of industry verticals that
provide diversity and help mitigate risk.

The company's Speculative Grade Liquidity Rating was maintained at
SGL-2, reflecting Moody's view that the company has good
liquidity. The company's liquidity benefits from positive cash
flow, expected full revolver availability and the belief that the
company will be able to meet its cash needs from internal sources.

A rating upgrade to Ba3 could occur if the company reports a track
record over the next twelve months that shows positive revenue
growth, improving margins, sustainable debt to EBITDA below 3.5
times and EBITA to interest coverage approaching 3 times. Also
important to positive rating traction is good liquidity including
effective working capital management.

The rating could be downgraded if the company's leverage (debt to
EBITDA) was to increase to over 4.5 times, or if its free cash
flow to debt was anticipated to be below 7% on a consistent basis.
Currently, all five of the company's operations are performing
well. If one or more of its business segments was expected to
experience meaningful year over year contraction, the rating could
revert to stable. The outlook could also revert to stable if the
company's leverage was to trend towards 4 times.

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

TriMas Corporation is a diversified industrial manufacturer. The
Company is engaged in five business segments with diverse products
and market channels in packaging, energy, aerospace & defense, and
engineered components. Last twelve months revenues through March
31, 2011 totaled approximately $992 million.


TRIUS THERAPEUTICS: 4 Class I Directors Elected at Annual Meeting
-----------------------------------------------------------------
Trius Therapeutics, Inc.'s 2011 Annual Meeting of Stockholders was
held on June 2, 2011.  The Company had 23,667,333 shares of common
stock outstanding and entitled to vote as of April 12, 2011, the
record date for the Annual Meeting.  At the Annual Meeting,
18,965,057 shares of common stock were present in person or
represented by proxy for the two proposals specified below.

At the Annual Meeting, stockholders:

   (1) elected Brian G. Atwood, David S. Kabakoff, Ph.D., Nina
       Kjellson and Brendan O'Leary, Ph.D. as Class I directors to
       hold office until the 2014 Annual Meeting of Stockholders;
       and

   (2) ratified the selection of Ernst & Young LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending Dec. 31, 2011.

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.

The Company's balance sheet at March 31, 2011, showed $41.16
million in total assets, $4.90 million in total liabilities, all
current, $238,000 in deferred revenue and $36.02 million in total
stockholders' equity.


UNION LAND: Files Schedule of Assets and Liabilities
----------------------------------------------------
Union Land & Timber Corp. filed its schedule of assets and
liabilities, disclosing:

   NAME OF SCHEDULE             ASSETS     LIABILITIES
   ----------------             ------     -----------
   A - Real Property        $2,375,000
   B - Personal Property        $1,170
   C - Property Claimed
       as exempt
   D - Creditors Holding
       Secured Claims                      $11,945,819
   E - Creditors Holding
       Unsecured Priority
       Claims                                       $0
   F - Creditors Holding
       Unsecured Nonpriority
       Claims                                       $0
                                ------     -----------
       Total                $2,376,170     $11,945,819

Lake City, Florida-based Union Land & Timber Corp. and affiliate
Roberts Land & Timber Investment Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Fla. Case Nos. 11-03853 and 11-03851) on
May 25, 2011.  Judge Paul M. Glenn presides over the cases.
Andrew J. Decker, III, Esq., at The Decker Law Firm, P.A., serves
as bankruptcy counsel.  The petition was signed by Avery C.
Roberts, president.


UNION LAND: Asks Court to Approve Decker Law Firm Employment
------------------------------------------------------------
Union Land & Timber Corp. seeks Bankruptcy Court authority to
employ The Decker Law Firm, P.A. as its counsel.
Reorganization for the Debtor but may include other legal
services.  The Debtor said The Decker Law Firm represents no
interest adverse to the Debtor or its estate in the matters upon
which it is to be engaged, and the employment of The Decker Law
Firm is necessary and would be in the best interest of the estate.

Lake City, Florida-based Union Land & Timber Corp. and affiliate
Roberts Land & Timber Investment Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Fla. Case Nos. 11-03853 and 11-03851) on
May 25, 2011.  Judge Paul M. Glenn presides over the cases.  Union
Land's petition was signed by Avery C. Roberts, president.  In its
Schedules, Union Land listed $2,376,170 in total assets and
$11,945,819 in total liabilities.  Union Land has no unsecured
creditors.


UNION LAND: Sec. 341(a) Creditors' Meeting Set for July 6
---------------------------------------------------------
The United States Trustee for the Middle District of Florida will
convene a meeting of creditors in the bankruptcy cases of Union
Land & Timber Corp., and Roberts Land & Timber Investment Corp.
pursuant to Sec. 341(a) of the Bankruptcy Code on July 6, 2011, at
1:00 p.m. at Jacksonville, Florida (3-40) - Suite 1-200, 300 North
Hogan St.

The last day to oppose discharge or dischargeability is Sept. 6,
2011.  Proofs of claim are due by Oct. 4, 2011.

The Debtors are seeking joint administration of their cases.  The
Court will hold a Preliminary Hearing on the Motion for Joint
Administration on July 6 at 9:30 a.m.

The Court has issued an order authorizing Union Land to continue
operate its business while in bankruptcy.

Lake City, Florida-based Union Land & Timber Corp. and affiliate
Roberts Land & Timber Investment Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Fla. Case Nos. 11-03853 and 11-03851) on
May 25, 2011.  Judge Paul M. Glenn presides over the cases.  Union
Land's petition was signed by Avery C. Roberts, president.  In its
Schedules, Union Land disclosed $2,376,170 in total assets and
$11,945,819 in total liabilities.  Union Land has no unsecured
creditors.


USA BANK OF PORT CHESTER: FDIC Probes Greenwich Official
--------------------------------------------------------
Teri Buhl at Connecticut Watchdog reports that an elected
Greenwich official, Fred DeCaro III, is under investigation by the
Federal Deposit Insurance Corp. for alleged bank fraud.  DeCaro
III was chairman of a community bank called USA Bank from 2008
till its seizure by the FDIC in July 2010.

According to the report, the bank, which serviced the wealthy
enclaves of Fairfield County and parts of Westchester County, New
York, was founded by his father Fred DeCaro Jr. who is also part
of the investigation focusing on alleged lending abuse and
possible securities fraud.  Dealflow Media, The Distressed Debt
Report, was first to report the FDIC's investigation into the
father-son banking duo.

Connecticut Watchdog relates that at the center of the
investigation are moves Mr. DeCaro III allegedly executed to make
defaulting loans appear performing when the bank was under the gun
to raise risk-based capital levels or face being shut down by
regulators.  In 2008 DeCaro III was elected the Republican
Register of Voters for the city of Greenwich; a part-time position
that pays $30,000 a year without benefits but affords him an
office in Town Hall.

Connecticut Watchdog reports that one founding bank investor, a
successful real estate developer Ruth Jones of New Canaan, told
regulators DeCaro III played the role of bagman when loans were
not performing.  Ms. Jones, who says she helped raise more than $3
million for the bank and invested $1 million in it, eventually
received 27 construction loans for 12 properties from the bank,
including second and third loans.  Ms. Jones showed investigators
second lien account statements with a balance due in April 2009 of
$172,655 which was magically paid down to only $55 one year later.
Ms. Jones states she did not pay off these loans but thinks
someone directed by the banks executives made the balances `go
away'. Ms. Jones also said her name was forged on lending
documents and that she was unaware of certain loans taken out in
her name.  The forgery was acknowledged by Mr. DeCaro Jr. in this
notarized letter, which also says the bank employee forging Ms.
Jones' name was fired.

                        About USA Bank

USA Bank of Port Chester, N.Y., was closed on Friday, July 9,
2010, by the New York State Banking Department, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with New Century Bank (doing business as Customer's 1st
Bank) of Phoenixville, Pa., to assume all of the deposits of the
failed bank.

As of March 31, 2010, the failed bank had approximately
$193.3 million in total assets and $189.9 million in total
deposits.  New Century Bank did not pay the FDIC a premium for the
deposits of the failed bank.  In addition to assuming all of the
deposits of the failed bank, New Century Bank agreed to purchase
essentially all of the failed bank's assets.


VILLAS AT 39TH: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Villas at 39th LLC
        2321 NW 41st Street
        Gainesville, FL 32606

Bankruptcy Case No.: 11-10249

Chapter 11 Petition Date: June 1, 2011

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

Debtor's Counsel: Ryan E. Davis, Esq.
                  WINDERWEEDLE, HAINES, WARD & WOODMAN
                  P.O. Box 1391
                  Orlando, FL 32801-1391
                  Tel: (407) 423-4246
                  Fax: (407) 423-7014
                  E-mail: rdavis@whww.com

Scheduled Assets: $2,790,646

Scheduled Debts: $2,412,965

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flnb11-10249.pdf

The petition was signed by Thomas C. Spain, managing member.


VITRO SAB: Sun Capital Wins Auction for U.S. Assets
---------------------------------------------------
Vitro, S.A.B. de C.V., said that American Glass Enterprises LLC,
an affiliate of Sun Capital Partners Inc., emerged the winning
bidder for the U.S. businesses in Chapter 11 reorganization in
Dallas.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro, S.A.B. de C.V., said that $55.1 million was
the highest bid from American Glass.

According to the Bloomberg report, Grey Mountain Partners LLC from
Boulder, Colorado's bid came in second place at the auction.  Sun
Capital acquired Vitro competitor Arch Aluminum & Glass Co. Inc.
out of bankruptcy for $53.8 million in January 2010.  The sale is
scheduled for approval at a June 9 hearing.

Jenni Chase at Glass Magazine reports that Sun Capital's winning
bid was approximately $61 million, a substantial increase over the
original $44 million price.  Sun Capital must close the sale by
June 17, 2011, or Grey Mountain, the back-up bidder, can step back
in.

Mr. Rochelle recounts that when the U.S. subsidiaries put
themselves into Chapter 11 in April, they already had a
$44 million bid in hand from an affiliate of Grey Mountain.  Sun
Capital immediately announced it would top the bid by at least $1
million.  Ultimately, the auction increased the price by 25%.


                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


WELCOME HOSPITALITY: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Welcome Hospitality, LLC
        dba Comfort Inn - Orange Park
        341 Park Avenue
        Orange Park, FL 32073

Bankruptcy Case No.: 11-04071

Chapter 11 Petition Date: June 1, 2011

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

Judge: Jerry A. Funk

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $1,843,360

Scheduled Debts: $5,327,540

A list of the Company's 17 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-04071.pdf

The petition was signed by Pareshkumar "Paresh" D. Patel, managing
member.


* Running Cities Like Companies is Risky Business, Experts Say
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that when times were good,
Stockton, Calif., used a tax-revenue surge to get down to
business: building a boat marina, a baseball stadium and a sports
arena.


* Cohen & Grigsby Certified as Business Bankruptcy Specialists
--------------------------------------------------------------
Cohen & Grigsby, a business law firm with headquarters in
Pittsburgh, PA and an office in Bonita Springs, FL, disclosed that
attorney Thomas D. Maxson was recently certified as a Business
Bankruptcy Specialist by the American Board of Certification
(ABC), a specialty certification organization sponsored by the
American Bankruptcy Institute and the Commercial Law League of
America.  At the same time, attorney William E. Kelleher, Jr., who
was first certified in 1996, has received his recertification,
which is required every five years.

"On behalf of the firm, I am proud to congratulate Tom and Bill
for devoting time to the arduous task of ABC certification," said
Jack Elliott, president and CEO of Cohen & Grigsby.  "The
successful operation of the bankruptcy system depends on the
involvement of attorneys with specialized knowledge, and the
certification process provides a meaningful and objective measure
of their skill and expertise in the bankruptcy field."

ABC provides a public service by enabling potential clients to
choose highly qualified bankruptcy and creditors' rights counsel.
ABC certification encourages attorneys to strive for excellence
and recognizes those who have met the rigorous ABC standards.
Attorneys must undergo a recertification process every five years.

Maxson is a director in the Bankruptcy & Creditors' Rights and
Litigation Practice Groups, representing clients in various
aspects of commercial law.  His practice includes secured lending
transactions, bankruptcy, preference and fraudulent transfer
actions, mortgage foreclosures, enforcement of judgments, contract
litigation, collection matters, commercial lien disputes, and
general corporate transactions.

Maxson is a member of the American Bankruptcy Institute and the
Allegheny County Bar Association's Bankruptcy and Commercial Law
Section.  He is admitted to practice before the U. S. Courts of
Appeal for the Third and Sixth Circuits; The Pennsylvania Supreme
Court, as well as the U. S. District Courts for the Western
District of Pennsylvania and the Western District of Michigan.  He
received his J.D. from the University of Pittsburgh School of Law
and a bachelor's degree in economics from Indiana University at
Bloomington.

Kelleher chairs the Bankruptcy & Creditors' Rights Group, which
concentrates on all aspects of bankruptcy, creditors' rights,
financing transactions and commercial law, as well as litigation.
Kelleher earned his J.D. from the Duquesne University School of
Law and his B.A. in economics and political science from the
University of Pittsburgh. He is admitted to practice before
multiple courts, including the U.S. Supreme Court; the U.S. Courts
of Appeal for the Third, Fifth, Sixth and Eleventh Circuits; the
Supreme Court of Pennsylvania; and the U.S. District Courts in the
Western and Middle Districts of Pennsylvania and the Western and
Eastern Districts of Michigan.  Kelleher is a member of the
American Bankruptcy Institute, the American Bar Association and is
a past Chair of the Allegheny County Bar Association's Bankruptcy
and Commercial Law Section.  He is a Master in the Western
Pennsylvania Bankruptcy American Inn of Court.  He is listed by
The Best Lawyers in America(R) in Bankruptcy and Creditor - Debtor
Rights Law, and also has been named a "Pennsylvania Super Lawyer"
by Philadelphia Magazine.

                      About Cohen & Grigsby

Established in 1981 in Pittsburgh, PA, Cohen & Grigsby is a
business law firm with headquarters in Pittsburgh and an office in
Bonita Springs, FL.  Cohen & Grigsby attorneys cultivate a culture
of performance by serving as business counselors as well as legal
advisors to an extensive list of clients that includes private and
publicly held businesses, nonprofits, multinational corporations,
individuals and emerging companies.  The firm has more than 130
lawyers in eight practice groups - Business & Tax, Labor &
Employment, Immigration/International Business, Real Estate,
Intellectual Property, Litigation, Bankruptcy & Creditors' Rights,
and Estates & Trusts.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                          Share-      Total
                                Total   Holders'    Working
                               Assets     Equity    Capital
  Company         Ticker        ($MM)      ($MM)      ($MM)
  -------         ------       ------   --------    -------
A&W REV ROYAL-UT  AW-U CN       179.2     (147.6)       3.6
ABSOLUTE SOFTWRE  ABT CN        116.3      (12.0)     (12.6)
ACCO BRANDS CORP  ABD US      1,094.2      (77.0)     293.1
ALASKA COMM SYS   ALSK US       609.8      (27.4)       6.3
AMER AXLE & MFG   AXL US      2,167.8     (415.4)      60.4
AMR CORP          AMR US     27,113.0   (3,949.0)  (1,028.0)
ANOORAQ RESOURCE  ARQ SJ      1,024.0      (77.0)      20.9
AUTOZONE INC      AZO US      5,884.9   (1,119.5)    (655.3)
BLUEKNIGHT ENERG  BKEP US       323.5      (35.1)     (85.8)
BOSTON PIZZA R-U  BPF-U CN      148.2     (100.1)       1.3
CABLEVISION SY-A  CVC US      8,962.9   (6,462.4)    (309.5)
CC MEDIA-A        CCMO US    16,938.6   (7,280.4)   1,644.2
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC        CVO US      1,439.5     (333.5)     208.1
CHENIERE ENERGY   CQP US      1,776.3     (547.6)      24.4
CHENIERE ENERGY   LNG US      2,564.4     (509.7)      87.4
CHOICE HOTELS     CHH US        412.4      (49.0)      (1.9)
CLOROX CO         CLX US      4,051.0      (82.0)     (28.0)
COLUMBIA LABORAT  CBRX US        27.8       (2.6)      11.5
CUMULUS MEDIA-A   CMLS US       318.9     (324.4)      12.4
DENNY'S CORP      DENN US       296.8     (102.3)     (36.9)
DIRECTV-A         DTV US     20,593.0     (678.0)   2,813.0
DISH NETWORK-A    DISH US    10,280.6     (502.5)     705.1
DISH NETWORK-A    EOT GR     10,280.6     (502.5)     705.1
DOMINO'S PIZZA    DPZ US        487.4   (1,167.7)     167.9
DUN & BRADSTREET  DNB US      1,825.5     (615.8)    (321.8)
EASTMAN KODAK     EK US       5,882.0   (1,274.0)     954.0
EPICEPT CORP      EPCT SS        12.4       (6.0)       6.0
EXELIXIS INC      EXEL US       495.7      (68.7)     126.1
FREESCALE SEMICO  FSL US      4,097.0   (5,076.0)   1,468.0
GENCORP INC       GY US         989.6     (177.7)      83.8
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
GRAHAM PACKAGING  GRM US      2,943.5     (501.5)     313.1
HANDY & HARMAN L  HNH US        372.2      (23.9)      13.2
HCA HOLDINGS INC  HCA US     23,809.0   (7,788.0)   2,719.0
HOVNANIAN ENT-B   HOVVB US    1,670.1     (401.3)   1,042.4
IDENIX PHARM      IDIX US        54.9      (40.6)      19.6
INCYTE CORP       INCY US       459.6     (104.0)     315.8
IPCS INC          IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       131.7     (161.7)       6.6
JUST ENERGY GROU  JE CN       1,760.9     (328.6)    (339.4)
KNOLOGY INC       KNOL US       823.7       (4.0)      42.7
KV PHARM-A        KV/A US       296.2     (233.4)    (134.5)
KV PHARM-B        KV/B US       296.2     (233.4)    (134.5)
LIN TV CORP-CL A  TVL US        797.4     (127.9)      38.6
LIZ CLAIBORNE     LIZ US      1,255.8     (124.5)     (26.5)
LORILLARD INC     LO US       3,590.0     (449.0)   1,290.0
MAINSTREET EQUIT  MEQ CN        453.0      (10.2)       -
MANNKIND CORP     MNKD US       254.8     (203.5)      26.2
MEAD JOHNSON      MJN US      2,465.4     (250.4)     572.3
MERITOR INC       MTOR US     2,675.0   (1,006.0)     205.0
MOODY'S CORP      MCO US      2,524.4     (223.2)     498.6
MORGANS HOTEL GR  MHGC US       692.8      (29.2)     205.1
NATIONAL CINEMED  NCMI US       796.4     (327.0)      74.0
NAVISTAR INTL     NAV US      9,279.0     (832.0)   2,002.0
NEXSTAR BROADC-A  NXST US       582.6     (181.2)      40.0
NPS PHARM INC     NPSP US       158.3     (159.7)     117.8
NYMOX PHARMACEUT  NYMX US        10.0       (3.3)       6.8
ODYSSEY MARINE    OMEX US        25.7       (8.1)     (14.0)
OTELCO INC-IDS    OTT US        319.2       (7.6)      22.4
OTELCO INC-IDS    OTT-U CN      319.2       (7.6)      22.4
PALM INC          PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       248.7     (371.2)    (161.6)
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       281.4     (124.4)      40.9
QUANTUM CORP      QTM US        431.0      (61.1)      97.9
QWEST COMMUNICAT  Q US       16,849.0   (1,560.0)  (2,828.0)
RADNET INC        RDNT US       556.6      (81.8)      11.0
REGAL ENTERTAI-A  RGC US      2,323.2     (541.6)    (114.5)
RENAISSANCE LEA   RLRN US        49.9      (31.4)     (36.6)
REVLON INC-A      REV US      1,105.5     (686.5)     132.7
RSC HOLDINGS INC  RRR US      2,817.4      (62.2)     (71.6)
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US      1,707.0     (340.6)     418.5
SINCLAIR BROAD-A  SBGI US     1,571.2     (144.6)      60.4
SINCLAIR BROAD-A  SBTA GR     1,571.2     (144.6)      60.4
SMART TECHNOL-A   SMT US        546.2      (43.3)     173.7
SMART TECHNOL-A   SMA CN        546.2      (43.3)     173.7
SPIRIT AIRLINES   SAVE US       545.2      (97.0)      27.6
SUN COMMUNITIES   SUI US      1,160.1     (111.7)       -
SWIFT TRANSPORTA  SWFT US     2,555.7       (9.8)     204.6
TAUBMAN CENTERS   TCO US      2,535.6     (512.8)       -
TEAM HEALTH HOLD  TMH US        832.2      (25.7)      44.8
THERAVANCE        THRX US       315.1      (27.8)     266.9
TOWN SPORTS INTE  CLUB US       460.0       (4.7)     (15.4)
UNISYS CORP       UIS US      2,949.3     (692.1)     547.6
UNITED RENTALS    URI US      3,692.0      (29.0)     123.0
US AIRWAYS GROUP  LCC US      8,217.0      (30.0)    (104.0)
VECTOR GROUP LTD  VGR US        924.6      (61.4)     294.8
VENOCO INC        VQ US         815.6      (21.6)       8.1
VERISK ANALYTI-A  VRSK US     1,286.4     (109.1)    (180.8)
VERSO PAPER CORP  VRS US      1,458.2      (49.2)     169.5
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
VONAGE HOLDINGS   VG US         251.7     (102.0)     (39.2)
WARNER MUSIC GRO  WMG US      3,617.0     (254.0)    (650.0)
WEIGHT WATCHERS   WTW US      1,126.0     (636.6)    (345.4)
WESTMORELAND COA  WLB US        788.0     (173.9)      (1.0)
WORLD COLOR PRES  WC CN       2,641.5   (1,735.9)     479.2
WORLD COLOR PRES  WCPSF US    2,641.5   (1,735.9)     479.2
WORLD COLOR PRES  WC/U CN     2,641.5   (1,735.9)     479.2



                           *********

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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