TCR_Public/110608.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 8, 2011, Vol. 15, No. 157

                            Headlines

11700 SAN JOSE: Amends Plan of Reorganization
315 UNION: Chapter 11 Trustee Taps Rodefer Moss as Accountant
315 UNION: Has Access to Prepetition Lenders' Cash Collateral
4KIDS ENTERTAINMENT: Wins OK for Epiq as Administrative Agent
4KIDS ENTERTAINMENT: Can Hire Kaye Scholer as Bankruptcy Counsel

ACORN ELSTON: Road Bay Wants to Foreclose on Collateral
ALLEN CAPITAL: Plan Confirmation Hearing to Commence on June 21
ALPHA NATURAL: S&P Affirms 'BB' Corporate Credit Rating
AMCARE HEALTH: Oklahoma State Processes $51 Million Settlement
AMTRUST FINANCIAL: Creditors Object to AmFin Disclosure Statement

ANIXTER INT'L: $275-Mil. Facility Won't Affect Moody's Ratings
ARINC INC: Moody's Raises CFR to B2; Outlook Positive
BANKUNITED FIN'L: Settles With FDIC to Permit Liquidating Plan
BERKLINE/BENCHCRAFT: Streambank Marketing Intellectual Property
BERNARD L. MADOFF: Lawmakers Want SIPC & Picard Probed

BLACK CROW: Wants Settlement with GE OK'd, DIP Loan Extended
BLACK CROW: Plan Solicitation Exclusivity Extended Until Aug. 9
BLACK CROW: Has Until July 8 to Decide on Real Property Leases
BLOCKBUSTER CANADA: Claims Right to Use Trademarks
BLOCKBUSTER INC: Canadian Unit Claims Right to Use Trademarks

BLOCKBUSTER INC: Landlords Extend Lease Deadline to July 20
BORDERS GROUP: Also in Sale Talks With Najafi Cos.
BORDERS GROUP: Wins OK of BofA Pact on Compensation Plan
BORDERS GROUP: Wins OK to Assign Camino Real Lease
BOWE BELL: Creditors Committee Taps Pachulski Stang as Counsel

BOWE BELL: Lazard Middle Market LLC as Investment Banker
BOWE BELL: Withdraws Request to Employ McDermott Will
BOWE BELL: Court OKs Hiring of Ordinary Course Professionals
C-SWDE348 LLC: Disclosure Statement Hearing Set on June 21
CASCADIA PARTNERS: Plan Confirmation Hearing Set for June 20

CATHOLIC CHURCH: Wilm. Lay Panel Wants Pepper Hamilton as Counsel
CATHOLIC CHURCH: Milw. Panel Opposes Proposed Bar Dates
CATHOLIC CHURCH: Milwaukee Lease Decision Deadline Moved to Aug. 2
CB HOLDING: Wants Plan Filing Exclusivity Until Aug. 12
CENTRALIA OUTLETS: Can Use Sterling Bank's Cash Until July 29

CENTRALIA OUTLETS: Exclusive Solicitation Period Ends July 29
CHATEAU DE VILLE: Involuntary Chapter 11 Case Summary
CONTESSA PREMIUM: Has Until August 24 to Decide on Leases
CONTESSA PREMIUM: Has Exclusive Right to File Plan Until July 26
DIABETES AMERICA: Gets Lender Consent on Revised Cash Coll. Budget

FAIRFIELD SENTRY: Court Grants Time Extension to Assert Claims
FIRST CONNECTICUT: Arent Fox Seeks Dismissal of Malpractice Suit
FLORIDA EXTRUDERS: To Lay Off All 81 Workers Next Month
FLORIDA STAGE: Closes Curtains, Mulls Chapter 7 Filing
GLAZIER GROUP: Says Committee's FTI Retention Unnecessary

GENERAL GROWTH: Committee Backs Plea for Payment of New World Fees
GREAT ATLANTIC: Hearing on New Contract With C&S on June 23
GULFSTREAM CRANE: Plan Administrator Taps Hinshaw as Counsel
HARBOUR EAST: Can Access Cash Collateral Until Aug. 31
HARDAGE HOTEL: Files Schedules of Assets & Liabilities

HARRY & DAVID: PBGC Fights to Save Pension Plan
HASSEN REAL ESTATE: Files Schedules of Assets & Liabilities
HASSEN REAL ESTATE: Court OKs Stutman Treister as Counsel
HOWREY LLP: Court Order Allows Law Firm to Control Liquidation
HPT DEVELOPMENT: Reorganization Case Dismissed

HYDROGENICS CORP: Posts $4.7 Million Net Loss in First Quarter
INDAR KAUR: Voluntary Chapter 11 Case Summary
INNKEEPERS USA: Spars With Midland Over Deficiency Claim
JEFFERSON COUNTY: May Slash Jobs to Avoid Chapter 9 Filing
JEMANYA CORP: Involuntary Chapter 11 Case Dismissed

KENTUCKIANA HOSPITAL: Plan Exclusivity Extended Until July 18
KIEBLER RECREATION: Creditors Want Trustee to Take Over
LA VILLITA: Court OKs Retention of Ernst & Young as Accountants
LANDMARK MEDICAL: Judge Rules Steward Health Can Discuss Takeover
LAS LOMAS: Case Summary & 20 Largest Unsecured Creditors

LEHMAN BROTHERS: Proposes Settlement With 1107 Broadway
LEHMAN BROTHERS: LCPI Has Settlement with Latshaw Drilling
LEHMAN BROTHERS: Wants Goldman Forced to Produce Documents
LEHMAN BROTHERS: Wins Nod to Adjust Kramer Levin Terms
LEHMAN BROTHERS: Parties React to Claims Determination Protocol

LEHMAN BROTHERS: Wins Approval of NY Finance Dept. Settlement
LEVELLAND/HOCKLEY: Tenaska BioFuels Bolts Out of Processing Deal
LONE TREE: Voluntary Chapter 11 Case Summary
LONE TREE: 2nd Amended Plan Confirmed; July 6 Hearing Vacated
LYONDELL CHEMICAL: Huntsman Settles Urethane Antitrust Litigation

MATERA RIDGE: Chapter 11 Reorganization Case Dismissed
METROPARK USA: Wins OK of Lease Sales to Perry Ellis, Cotton On
MIDWEST BANC: Confirms Chapter 11 Liquidation Plan
MOLECULAR INSIGHT: Plan of Reorganization Declared Effective
MP-TECH: Court OKs Employment of CB Richards as Appraiser

NORTEL NETWORKS: Disabled Participants Want Official Committee
NANA DEVELOPMENT: S&P Assigns Preliminary 'B+' Corporate Rating
NGPL PIPECO: Moody's Lowers Senior Unsecured Debt Rating to 'Ba2'
NORTHCORE TECHNOLOGIES: Posts C$574,000 Net Loss in Q1 2011
NURSERYMEN'S EXCHANGE: U.S. Trustee Appoints 7-Member Panel

NURSERYMEN'S EXCHANGE: Committee Questions Expedited Asset Sale
NURSERYMEN'S EXCHANGE: Committee Needs Time to Review DIP Loan
NURSERYMEN'S EXCHANGE: Hires Omni Management as Claims Agent
OCEAN PARK: Plan of Reorganization Declared Effective
OLSEN AGRICULTURAL: Case Summary & 20 Largest Unsecured Creditors

ORDWAY RESEARCH: Reports 50% Drop in Income From Grants & Deals
PALM HARBOR: Wants to Obtain Regulatory Approval on Assets Sale
PARKER BUILDING: Owner Transfer Loft Project to Brother
PETRA FUND: Disclosure Statement Hearing Set for June 14
PHILADELPHIA ORCHESTRA: Has Until June 15 to File Schedules

PILGRIM'S PRIDE: Moody's Affirms CCR at 'B1'; Outlook Stable
PRIVATE MEDIA: BDO Auditors Raises Going Concern Doubt
PUBLIC MEDIA WORKS: Recurring Net Losses Cue Going Concern Doubt
QUADRA FNX: Moody's Assigns 'B1' Corporate Family Rating
QUADRA FNX: S&P Gives 'B+' Corp. Credit Rating; Outlook is Stable

RCLC INC: Plan Confirmation Hearing Further Adjourned to July 14
SAN MARCOS: Receiver Fires Gen. Manager Frank Heavlin
SCANWOOD CANADA: Union to Continue Representing Workers
SENTINEL MANAGEMENT: Trustee Balks at FTN Bid to Delay Trial
SEQUOIA PARTNERS: Has Exclusive Right to File Plan Until July 27

SHILO INN: Cathay Bank Wants Exclusivity Extensions Denied
SIGNAL HILL: Aims to Settle All Claims Thru Property Development
SIGNAL HILL: Court Fixes July 18 Claims Bar Date
SIGNATURE STYLES: Spiegel Owner Files for Chapter 11 to Sell
TRIBUNE CO: Former Directors Want Claims Deemed Timely Filed

SPECTRA ENERGY: Moody's Rates Shelf Registration at '(P)Ba1'
SULPHCO, INC: Gets NYSE Amex Notice of Delisting
TENNECO INC: Fitch Upgrades IDR to 'BB'; Outlook Stable
TRI-CITIES FAST: Business as Usual, Working on Ch. 11 Plan
TRIBUNE CO: Names Nils Larsen CEO of Broadcasting Division

UNITED CONTINENTAL: Gives Notice Of 4.50% Notes Put Option
UNITED CONTINENTAL: Reduces Capacity on Rising Fuel Costs
UNITED CONTINENTAL: Merged Company Facing Thousands of Questions
VITRO SAB: Demands Disclosures From Dissenting Bondholders
VITRO SAB: U.S. Units Identify Contracts to Be Assigned to Buyer

VITRO SAB: Creditors Seek to Lift Stay to Service Demand Notices
WARNACO INC: Moody's Assigns 'Ba1' Rating to Secured Term Loan
WILLIAM LYON: S&P Lowers CCR to 'CCC-'; Outlook Negative
WINDMILL DURANGO: Amends Schedules of Assets and Liabilities
WINDMILL DURANGO: Evidentiary Hearing on Plan Set for June 21

* Business Bankruptcies Fall 18% Compared With 2010
* California Bill on Municipal Bankruptcy Intervention Advances
* Hawaii Chapter 11 Bankruptcy Filings Flat in May 2011

* Investment Manager to be Sentenced for Securities, Mail Fraud

* Resilience Capital Raises $162.5 Million for Third Fund

* Baker Hostetler Adds Windels, Venable Bankruptcy Aces
* Dickstein Shapiro Snaps Up 3 Bankruptcy Pros in NYC

* Upcoming Meetings, Conferences and Seminars

                            *********

11700 SAN JOSE: Amends Plan of Reorganization
---------------------------------------------
11700 San Jose Boulevard, LLC, amended its proposed Plan of
Reorganization to reveal and disclose more details to its plan.

The Amended Plan, among other things:

   -- reflects the current aggregate of unsecured claims, and
      provides a list of unsecured claims filed;

   -- identifies the known priority claims;

   -- discloses the owed U.S. Trustee fees as administrative
      claims; and

   -- itemizes the definition of certain terms.

As reported in the March 11, 2011 edition of the Troubled Company
Reporter, the proposed Plan provides for payment of allowed
administrative, priority, secured, and unsecured claims.  The
Debtor will make payments with money obtained from owning and
leasing Mandarin South Shopping Center in Jacksonville, Florida.

A full-text copy of the Amended Plan, dated May 11, 2011, is
available at http://bankrupt.com/misc/11700SANJOSE_AmndedPlan.pdf

                       About 11700 San Jose

11700 San Jose Boulevard, LLC, is a Florida Limited Company which
owns and leases out a piece of commercial real estate in
Jacksonville, Florida.

11700 San Jose filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-06484) on July 27, 2010.  Kevin B.
Paysinger, Esq., at Bankruptcy Law Firm of Lansing J. Roy, assists
the Debtor in its Chapter 11 case.  The Debtor disclosed
$11,268,667 in assets and $7,782,512 in liabilities as of the
Petition Date.  The U.S. Trustee was unable to form a creditors
committee.

An affiliate, Mardi Investments #2, LLC, filed a separate Chapter
11 petition (Bankr. M.D. Fla. Case No. 10-05524) on June 25,
2010.


315 UNION: Chapter 11 Trustee Taps Rodefer Moss as Accountant
-------------------------------------------------------------
The Hon. Keith M. Lundin of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized Robert H. Waldschmidt, the
Chapter 11 trustee in 315 Union Street Holdings, LLC's case, to
retain Gale M. Wilson and Rodefer, Moss & Co. PLLC as accountant.

The firm is expected to, among other things:

   -- inspect, review and analyze financial documents of the
      Debtor (including any related information filed with this
      Court);

   -- prepare spreadsheets, journals, ledgers, etc. pertaining to
      the financial affairs of the Debtor; and

   -- perform tax analysis and business consultation services
      related to past and future transactions.

The hourly rates of the firm's personnel are:

         Partners                     $220 - $350
         Managers and Supervisors     $125 - $150
         Senior Staff                  $90 - $135
         Junior Staff                  $75 -  $85
         Support Staff                 $40 -  $65

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

The firm can be reached at:

         Gale M. Wilson, Esq.
         RODEFER, MOSS & CO. PLLC
         5110 Maryland Way, Suite 350
         Brentwood, TN 37027

The trustee can be reached at:

         Robert H. Waldschmidt
         HOWELL & FISHER, PLLC
         Court Square Building
         300 James Robertson Parkway
         Nashville, TN 37201-1107
         Tel: (615) 244-3370
         Fax: (615) 259-2179
         E-mail: rhwaldschmidt@aol.com

                  About 315 Union Street Holdings

315 Union Street Holdings, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Tenn. Case No. 10-13106) on Dec. 3, 2010.
Steven L. Lefkovitz, Esq., at the Law Offices of Lefkovitz &
Lefkovitz, serves as the Debtor's bankruptcy counsel.  According
to its schedules, the Debtor had $13,162,646 in total assets and
$25,484,852 in total debts as of the Petition Date.

Affiliate Union Street Plaza Operations, LLC, dba Hotel Indigo
Nashville-Downtown, also based in Mount Juliet, Tenn., filed for
Chapter 11 bankruptcy (Bankr. M.D. Tenn. Case No. 10-13107) on the
same day.  Mr. Lefkovitz served as counsel to the Debtor.  In its
petition, the Debtor scheduled assets of $1,021,971 and debts of
$17,696,245.

Bankruptcy Judge Keith M. Lundin approved the appointment of
Robert H. Waldschmidt, Esq., at Howell & Fisher, PLLC, as Chapter
11 trustee to oversee the bankruptcy estate of Union Street Plaza,
effective Dec. 16, 2010.  Branch Banking and Trust Company, a
secured creditor, requested for a Chapter 11 trustee, citing that
the appointment will prevent further loss to the estate.


315 UNION: Has Access to Prepetition Lenders' Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
authorized Robert H. Waldschmidt, Chapter 11 trustee in the case
of 315 Union Street Holdings, LLC, to use the cash collateral.

The Court set a June 21, 2011, hearing to consider the Debtor's
continued use of the cash collateral.

HMAC 99-PH1 Union Street Office, LLC, assignee of the Bank of
America, N.A., a national banking association and successor by
merger to LaSalle Bank National Association, a national banking
association, as Trustee for the Registered Holders of Heller
Financial Commercial Mortgage Asset Corp., Commercial Mortgage
Pass-Through Certificates Services 1999 PH-1, and Branch Banking
and Trust Company each hold an absolute assignment of rents
related to the Debtor's real property and therefore claim an
ownership interest in the Debtor's rents and revenues.

Alternatively, HMAC and BB&T each claim a continuing security
interest in certain cash and cash equivalents of Debtor's interest
in its real and personal property.

The Debtor will use the cash collateral to maintain its existing
operations and to preserve the value of the property of the
Debtor's bankruptcy estate.

Pursuant to the agreed order, the trustee may not use cash for any
payment to any insider without the express written consent of
BB&T.

The carve out may be used by the trustee to investigate the
security interest and documents of any secured creditor, but may
not be used to commence or prosecute any adversary proceedings,
claims, or causes of action against BB&T or to object or oppose
any claims asserted by BB&T.

                  About 315 Union Street Holdings

315 Union Street Holdings, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Tenn. Case No. 10-13106) on Dec. 3, 2010.
Steven L. Lefkovitz, Esq., at the Law Offices of Lefkovitz &
Lefkovitz, serves as the Debtor's bankruptcy counsel.  According
to its schedules, the Debtor had $13,162,646 in total assets and
$25,484,852 in total debts as of the Petition Date.

Affiliate Union Street Plaza Operations, LLC, dba Hotel Indigo
Nashville-Downtown, also based in Mount Juliet, Tenn., filed for
Chapter 11 bankruptcy (Bankr. M.D. Tenn. Case No. 10-13107) on the
same day.  Mr. Lefkovitz served as counsel to the Debtor.  In its
petition, the Debtor scheduled assets of $1,021,971 and debts of
$17,696,245.

Bankruptcy Judge Keith M. Lundin approved the appointment of
Robert H. Waldschmidt, Esq., at Howell & Fisher, PLLC, as Chapter
11 trustee to oversee the bankruptcy estate of Union Street Plaza,
effective Dec. 16, 2010.  Branch Banking and Trust Company, a
secured creditor, requested for a Chapter 11 trustee, citing that
the appointment will prevent further loss to the estate.


4KIDS ENTERTAINMENT: Wins OK for Epiq as Administrative Agent
-------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York, in an order dated May 25, 2011,
authorized 4Kids Entertainment, Inc., et al., to employ Epiq
Bankruptcy Solutions, LLC as administrative agent.

Epiq is expected to, among other things:

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

   b. gather data in conjunction with the preparation, and assist
      with the preparation, of the Debtors' schedules of assets
      and liabilities and statements of financial affairs; and

   c. generate, provide and assist with claims reports, claims.

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

                     About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is a
diversified entertainment and media company specializing in the
youth oriented market, with operations in the following business
segments: (i) licensing, (ii) advertising and media broadcast, and
(iii) television and film production/distribution.  The parent
entity, 4Kids Entertainment, was organized as a New York
corporation in 1970.

4Kids Entertainment, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on
April 6, 2011.  Michael B. Solow, Esq., at Kaye Scholer LLP,
serves as the Debtors' bankruptcy counsel.  The Debtors disclosed
$23,372,877 in total assets and $16,526,747 in total debts as of
the Chapter 11 filing.

An official committee of unsecured creditors has not yet been
appointed by the Office of the United States Trustee.


4KIDS ENTERTAINMENT: Can Hire Kaye Scholer as Bankruptcy Counsel
----------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized 4Kids Entertainment,
Inc., et al., to employ Kaye Scholer LLP as restructuring counsel.

As reported in the Troubled Company Reporter on May 5, 2011, the
firm is expected to, among other things:

   a) advise the Debtors regarding the conduct of the case,
      including all legal and administrative requirements of
      operating in chapter 11;

   b) advise the Debtors, as necessary, on matters relating to the
      assumption, rejection or assignment of unexpired leases and
      executory contracts; and

   c) advise the Debtors with respect to certain litigation
      relating to its intellectual property licenses;

The firm will be paid based on the hourly rates of its
professionals:

         Partners             $660 - $1,080
         Counsel              $585 -   $775
         Associates           $285 -   $715

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

                     About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is a
diversified entertainment and media company specializing in the
youth oriented market, with operations in the following business
segments: (i) licensing, (ii) advertising and media broadcast, and
(iii) television and film production/distribution.  The parent
entity, 4Kids Entertainment, was organized as a New York
corporation in 1970.

4Kids Entertainment, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on
April 6, 2011.  Epiq Bankruptcy Solutions, LLC, is the Debtors'
claims and notice agent.  The Debtors disclosed $23,372,877 in
total assets and $16,526,747 in total debts as of the Chapter 11
filing.

An official committee of unsecured creditors has not yet been
appointed by the Office of the United States Trustee.


ACORN ELSTON: Road Bay Wants to Foreclose on Collateral
-------------------------------------------------------
Road Bay Investments, LLC, successor-in-interest to Allstate Life
Insurance Company, the secured mortgage lender to Acorn-Elston
LLC, asks the U.S. Bankruptcy Court for the Southern District of
New York to lift the automatic stay to permit it to hold a
foreclosure sale with respect to the Elston Plaza Shopping Center
in Chicago, Illinois.

In April 2007, Allstate made a loan to Acorn Elston in the
principal amount of $15,000,000, evidenced by a Mortgage Note, and
secured by, among other things, a Mortgage, Assignment of Leases,
Rents and Contracts, Security Agreement and Fixture Filing.

By letter dated March 31, 2009, Allstate notified Acorn Elston
that it had defaulted on the Note and the Mortgage by, among other
things, failing to pay real estate taxes for over 12 months and
failing to pay multiple contractors.  In May 2009, Allstate
initiated foreclosure proceedings against Acorn Elston in the
Circuit Court of Cook County, Illinois.  On May 15, 2009, the
State Court granted Allstate's Motion for Appointment of a
Receiver for the Property, and C. Michelle Panovitch of Mid-
America Asset Management, Inc. was appointed receiver.

In September 2009, Allstate sold and assigned the Note and
Mortgage, and all of its rights thereunder, to Road Bay.

In March 2010, the State Court granted the Lender's motion for
partial summary judgment against Acorn Elston and John Coleman,
the Debtor's managing member.  The State Court found that Acorn
Elston had defaulted under the Note and Mortgage and that, as of
June 15, 2009, Acorn Elston owed the Lender (i) $15,929,856, plus
per diem interest, for principal and interest due under the Note
including $685,788, plus per diem interest, for failure to pay
real estate taxes and penalties imposed on Acorn Elston with
respect thereto.  The State Court's order provides, among other
things, that Lender is entitled to seek entry of a foreclosure and
sale order with respect to the Property and terminated all of Mr.
Coleman's interest in the Property.

On May 1, 2010, the Note and Mortgage matured by their terms.  In
September 2010, the Lender filed notice of a motion for entry of a
foreclosure and sale order, and, the next day, the Debtor
commenced its chapter 11 case.  As of the Petition Date, the
Debtor was indebted to Lender in an aggregate amount equal to not
less than $17,964,543, comprised of $16,802,033 for unpaid
principal and interest under the Note; (ii) $783,648 on account of
Debtor's unpaid taxes and penalties in connection with the
Property; (iii) $156,464 on account of mechanics liens settled by
Lender; and (iv) $222,398 for unreimbursed fees and expenses
incurred by Lender in connection with exercising its rights and
remedies under the Note and Mortgage.

In addition, the Lender deferred payment in excess of $750,000
during 2009 to 2010 to allow the Receiver to complete in-process
renovations of the Property.  Had these renovations not been done,
the Debtor would have been in violation of a city permit and would
have defaulted on critical tenant lease obligations, Ronald J.
Silverman, Esq., at Bingham McCutchen LLP, in New York --
ronald.silverman@bingham.com -- argues.

As of March 31, 2011, the Lender calculates that its claim has
grown to in excess of $18.9 million.

The Lender alleges that the Debtor commenced this Chapter 11 case
solely to delay and frustrate the Lender's right to hold a
foreclosure sale in respect of its collateral.  Indeed, the Lender
was on the verge of obtaining a foreclosure and sale order when
the Debtor filed this bankruptcy case, Mr. Silver contends.

The Lender says it is entitled to relief from the automatic stay
pursuant to Section 362(d)(1) of the Bankruptcy Code because the
Debtor cannot propose a confirmable plan of reorganization, has no
prospects of reorganizing and is improperly, and in bad faith,
abusing the Bankruptcy Code in order to gamble with the lender's
collateral.

Judge Hon. Sean H. Lane of the Bankruptcy Court will consider the
Lender's request on June 17, 2011 at 11:00 a.m.

                  About Acorn Elston, LLC

New York City-based Acorn Elston, LLC, filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-14807) on Sept. 11, 2010.
Cadwalader, Wickersham & Taft LLP was tapped to represent the
Debtor in the Chapter 11 case effective April 19, 2011, after
Kasowitz Benson Torres & Friedman withdrew as counsel.   The
Debtor also tapped The Reznick Group as its accountant, and D.E.
Shaw Real Estate Adviser LLC as its financial advisor.  The Debtor
disclosed $21,929,346 in assets and $16,488,389 in liabilities as
of the Chapter 11 filing.

The Court appointed C. Michelle Panovich as receiver with respect
to the Elston Plaza Shopping Center, and its rents, income and
proceeds.


ALLEN CAPITAL: Plan Confirmation Hearing to Commence on June 21
---------------------------------------------------------------
Judge Harlin D. Hale of the U.S. Bankruptcy Court for the Northern
District of Texas will consider confirmation of the Amended Fifth
Joint Plan of Reorganization filed by Allen Capital Partners LLC
and subsidiary DLH Master Land Holding LLC on June 21, 2011 at
9:00 a.m.

Judge Hale found that the disclosure statement, as amended,
explaining the Amended Fifth Joint Plan contains adequate
information as contemplated by Section 1125 of the Bankruptcy
Code, so that a hypothetical reasonable investor typical of
holders of claims and interests of all relevant classes, is able
to make an informed judgment about the Debtors' Plan.

The bankruptcy judge fixed June 15, 2011 at 5:00 p.m. as the
deadline by which the holders of Claims against and Interests in
the Debtors may vote to accept or reject the Plan.

Parties may file objections to confirmation of the Plan, which
objection will be in writing so as it is received by counsel for
the Debtors and counsel for the Official Committee of Unsecured
Creditors on or before June 17, 2011 at 5:00 p.m.

The Debtors filed with the Court on May 18, 2011, an amended
disclosure statement for the Plan to incorporate the confirmation
process deadlines.

The Debtors' proposed Reorganization Plan contemplates that the
Debtors will obtain sufficient exit financing from sales and loans
from insiders to enable them to pay all Administrative and non-tax
Priority Claims in full on the effective date.  The Debtors
believe that those funds will be available.  ACP and DLH have
actively negotiated potential joint ventures governing vertical
development and land sales at The Allen Group-Kansas City, LLC or
LPKC and DLH, Mark MacDonald, Esq., at MacDonald + MacDonald,
P.C., in Dallas Texas, relates.

On May 3, 2011, LPKC executed a Joint Venture Option Agreement
with ST Investors - LPKC, Inc which will provide build to suit
financing and will provide a funding source, if required to meet a
minimum take down of land under LPKC's modified option with BNSF.
The Fifth Amendment to BNSF Option was executed on May 4, 2011.
DLH has a letter of intent for its joint venture and is completing
final documentation.

Since the original Plan, Debtors have met with representatives of
the Official Committee of Unsecured Creditors.  The Debtors made a
number of changes in the Plan to encourage the Committee to
support the Plan.  The Committee now supports the Plan.  The
Plan incorporates several material changes made at the specific
request of the Committee, including:

   (A) The Plan now clarifies that Debtors are offering each
       Unsecured Creditor the ability to elect that any part of
       its claim can be reduced by 50% and paid on an accelerated
       basis compared to other unsecured claims.  With the
       exception of Ed Romanov, a disputed ACP creditor who
       reached a partial settlement, and with the exception of the
       holders of Unsecured Claims who are insiders of the Debtor,
       every Unsecured Creditor can accept the blended claim
       recovery which they deem best for them.  All allowed
       Unsecured Creditors electing 100% payment now receive
       interest of at least 2% per annum on that portion of its
       claim.

   (B) The Plan now provides for a minimum distribution each year
       after the first year from the Effective Date to Unsecured
       Creditor Class 4.  If the minimum is not met, Allowed
       Unsecured Claims are entitled to receive added interest.

   (C) All cash balances of the Reorganized Debtors in excess of
       the cash required for working capital needs is required to
       be distributed to Creditors.

   (D) Reorganized DLH would be required to distribute at the end
       of each calendar quarter all cash exceeding $2.75 Million.
       Reorganized ACP would be required to distribute all cash
       exceeding $1.5 Million at the end of each calendar quarter
       in the first two years after the Effective Date.  The cash
       reserve requirement for Reorganized ACP is reduced to $1.25
       Million in the third year after the Effective Date, and to
       $1.0 Million in the fourth and subsequent years after the
       Effective Date.

   (E) Reorganized ACP and Reorganized DLH will each have at least
       one member of the Board of Directors representing non-
       insider Unsecured Creditors until all non-insider Unsecured
       Claims in that entity have been paid in accordance with the
       Plan.

   (F) Substantial consummation has been redefined as including
       completion of all acts required to be undertaken within 90
       days after the Effective Date.

   (G) The Committee will continue in existence until the
       Consummation Date under the Plan, rather than the Effective
       Date.

The Debtors also filed with the Court on May 4, 2011, a disclosure
statement for the Amended Fifth Joint Plan, which is substantially
similar to the May 18 disclosure statement.

Full-text copies of the Amended Disclosure Statements are
available for free at:

   http://bankrupt.com/misc/DLHMaster_May18DS.pdf
   http://bankrupt.com/misc/DLHMaster_May4DS.pdf

                     About Allen Capital

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-
30562) on Jan. 25, 2010.  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., represents the Debtor.  Lain, Faulkner & Co. is
the Debtor's financial advisor.  The Company disclosed
$220,325,201 in assets and $160,622,236 in liabilities as of the
Chapter 11 filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Texas Case No. 10-33211) on May 3, 2010.  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represents the Debtor.  The Company
disclosed $76,158,469 in assets and $53,728,982 in liabilities as
of the petition date.


ALPHA NATURAL: S&P Affirms 'BB' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'BB' corporate credit rating, on Alpha Natural Resources Inc.
The rating outlook is negative.

Standard & Poor's is removing all ratings from CreditWatch, where
it placed them with negative implications on Jan. 31, 2011.

Concurrently, Standard & Poor's raised the corporate credit rating
on Massey Energy Co. to 'BB' (the same as Alpha) from 'BB-' and
removed it from CreditWatch developing, where it was placed on
Oct. 19, 2010. The rating will subsequently be withdrawn.

The rating actions follow Alpha's announcement that it has
completed the Massey acquisition as expected.

Standard & Poor's also lowered the issue-level rating on Alpha's
existing convertible notes due 2015 to 'B+' from 'BB' and revised
the CreditWatch implications on Massey Energy's issue-level
ratings to positive from developing.

"The affirmation reflects our view that currently strong
metallurgical coal prices will likely support the maintenance of
credit metrics that we believe are in line for the 'BB' rating in
the near term," said Standard & Poor's credit analyst Maurice
Austin. However, significant debt levels, the risks associated
with the integration of an acquisition of this size, and high
ongoing capital spending requirements remain key credit factors.

Although the acquisition of Massey provides some operational
diversity and increased met coal exposure, a material portion of
the company's earnings and cash flow will stem from operations in
Central Appalachia (CAPP), which is facing significant regulatory
and environmental scrutiny, depleting coal seams, and rising
costs.

"We believe the cost and operational pressures at Massey's
operations, from the ongoing focus on safety from regulators since
the Upper Big Branch mine tragedy, create additional integration
challenges," Mr. Austin added.

Alpha is the third-largest U.S. coal producer, as measured by its
approximately 120 million tons in annual coal production, and is
the largest producer of metallurgical coal in the U.S. Following
the acquisition of Massey, it will operate more than 155 mines
distributed among the three major coal regions of CAPP, Northern
Appalachia (NAPP), and the Powder River Basin (PRB).


AMCARE HEALTH: Oklahoma State Processes $51 Million Settlement
--------------------------------------------------------------
The Associated Press reports that the Oklahoma Insurance
Department is processing claims from a $51 million settlement of a
lawsuit against AmCare Health.

The AP relates that the Oklahoman said money from the settlement
will be sent to doctors and other providers that the health
maintenance organization AmCare did business with.

The Insurance Department said it hasn't received all the money yet
but is already working to distribute it, the AP says.

The agency said payments will range from $15 to more than
$300,000.

AmCare Health operated in Oklahoma, Texas and Louisiana, and went
into receivership in 2003.


AMTRUST FINANCIAL: Creditors Object to AmFin Disclosure Statement
-----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that AmFin Financial
Corp. met stiff resistance Friday in Ohio bankruptcy court to the
disclosure statement explaining its reorganization plan, with
unsecured creditors and junior bondholders pointing to gaps in the
document that they claim could lead voting creditors astray.

Law360 says the official committee of unsecured creditors objected
to the disclosure statement on the basis that it fails to provide
adequate information regarding various settlements with creditor
groups incorporated in the plan.

                        The Chapter 11 Plan

As reported in the May 31, 2011 edition of the Troubled Company
Reporter, although there is no conclusion yet to litigation
with the Federal Deposit Insurance Corp. that will determine
whether creditors receive anything at all, there will be a hearing
on June 10 for approval of the explanatory disclosure statement
explaining the proposed Chapter 11 plan for AmTrust Financial
Corp.  The disclosure statement and plan was amended mid April.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that for now, AmTrust has the upper hand with the FDIC.  Last
year, U.S. District Judge Donald C. Nugent in Cleveland ruled that
documents were ambiguous as to whether the holding company was
under a commitment to provide capital to the bank subsidiary.  The
FDIC claimed the unfulfilled commitment was $550 million.

Mr. Rochelle recounts that at trial in April, a jury concluded
there was no commitment and thus no right for the FDIC to collect
$550 million from the AmTrust holding company, even though the
bank failed four days after AmTrust filed under Chapter 11 in
November 2009.  After the district judge enters judgment for
AmTrust, the holding company assumes the FDIC will appeal. The
pendency of the appeal will prevent a distribution to creditors
even if the plan is confirmed in the meantime.

Mr. Rochelle adds that there is a second dispute with the FDIC
over the entitlement to a $194 million tax refund for 2009 that
the Internal Revenue Service is yet to pay.  The FDIC claimed the
right to collect all but $9 million of the refund.  Since the tax
refund is the largest asset, the outcome of the dispute will
determine whether there is much to distribute to unsecured
creditors, even if AmTrust beats back the FDIC on its claim for
the $550 million.

                       About AmTrust Financial

AmTrust Financial Corp (PINK: AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, serve as counsel to the Debtors.
Kurtzman Carson Consultants serves as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and liabilities
in its Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.


ANIXTER INT'L: $275-Mil. Facility Won't Affect Moody's Ratings
--------------------------------------------------------------
Moody's commented that the new $275 million accounts receivable
securitization facility expiring May 2013 has no immediate impact
on Anixter International Inc.'s Ba2 Corporate Family Rating or
stable outlook. For more information please see the Issuer Comment
posted on moody's.com.

The principal methodologies used in this rating were Global
Manufacturing Industry published in December 2010, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Anixter International Inc. is a holding company and the direct
parent company of Anixter Inc., the company's primary operating
company. Anixter is a leading global distributor of communications
products, electrical and electronic wire and cable, fasteners and
other small parts to Original Equipment Manufacturers. Revenues
for the twelve months through April 1, 2011 totaled about $5.7
billion.


ARINC INC: Moody's Raises CFR to B2; Outlook Positive
-----------------------------------------------------
Moody's Investors Service raised its Corporate Family and
Probability of Default ratings of Arinc Incorporated ("ARINC"),
each to B2 from B3. Moody's also affirmed the B1 rating assigned
to the company's first lien senior secured credit facilities and
upgraded the rating on the company's second lien senior secured
credit facility to Caa1 from Caa2. The outlook is positive.

Upgrades:

   Issuer: Arinc Incorporated

   -- Probability of Default Rating, Upgraded to B2 from B3

   -- Corporate Family Rating, Upgraded to B2 from B3

   -- Senior Secured Bank Credit Facility, Upgraded to Caa1 LGD5 -
      80% from Caa2 LGD5 - 81%

Outlook Actions:

   Issuer: Arinc Incorporated

   -- Outlook, Changed To Positive From Stable

RATINGS RATIONALE

The upgrade of the Corporate Family and Probability of default
ratings reflect the sustained multi-year improvement in the
company's EBITDA margin, particularly in its commercial
operations, and credit metrics. The combination of the improved
operating cash flow and modest capital expenditures of
approximately 2.5% of revenues provide a recurring base of free
cash flow, which Moody's anticipates ARINC to maintain going
forward. The free cash flow profile and unrestricted cash on hand
of at least $40 million anchor ARINC's good liquidity, which
supports the upgrade of the ratings. The affirmation of the first
lien rating results from a smaller first loss position of junior
debt capital in Moody's Loss Given Default waterfall. ARINC made a
voluntary repayment of $50 million on the second lien loan
facility towards the end of 2010.

The positive outlook anticipates that ARINC is likely to sustain
its business profile and current supportive credit metrics profile
over the intermediate term. Moreover, the company's strategy of
deleveraging during the past three years and adequate liquidity
position afford it a comfortable degree of financial flexibility
at the current rating level.

The B2 Corporate Family rating reflects the benefits of the
company's diversified service offerings to commercial and
government customers, including its leading position in the market
for air-to-ground aviation communications. Current pressure on the
U.S. Department of Defense budget should also lead to steady
demand for the company's Aerospace and Defense segment. The
service lives of existing DoD equipment will likely lengthen,
providing a steady flow of projects to the market in which ARINC
will share. The B2 rating balances the improved operating
performance and lower leverage the company has achieved from a
sharp focus on cost management and stringent profitability
criteria for new project bids against the potential for the
deployment of future free cash flow to growth investments or
returns to shareholders, which could lead to a weakening of credit
metrics. Good liquidity also mitigates potential downwards
pressure from the commercial customer base that is prone to
cyclical economic conditions and potential swings in working
capital needs.

The ratings could be upgraded if ARINC sustains FFO + Interest to
Interest above 2.8 times or Debt to EBITDA below 4.5 times. The
outlook could be changed to stable if EBITDA margin was to decline
to the 13% range or if free cash flow generation moved towards
breakeven. A downgrade of the ratings could follow if the company
was to pursue an acquisitive growth strategy or make steady
returns to the equity sponsor that result in a sustained
significant increase in Debt to EBITDA. A decline in the level or
profitability of operations such that free cash flow turned
negative, Debt to EBITDA was sustained above 5.5 times or FFO +
interest to interest was sustained below 2.0 times could also lead
to a downgrade of the ratings.

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

ARINC Incorporated, headquartered in Annapolis, MD, is a provider
of communications information technology products and services and
engineering services to the commercial aviation industry as well
as government agencies.


BANKUNITED FIN'L: Settles With FDIC to Permit Liquidating Plan
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Federal Deposit Insurance Corp. and the official
creditors' committee for BankUnited Financial Corp. settled enough
of the their disputes so the liquidating Chapter 11 plan proposed
by the committee can go forward.

Mr. Rochelle recounts that the principal issue blocking the
committee plan was the $1.47 billion claim by the FDIC for the
bank's capital deficiency.  The FDIC contended the claim was
entitled to priority, meaning in essence that no one else would
receive any distribution if the claim were valid.  There was also
a dispute over ownership of tax refunds as between BankUnited and
the FDIC.

According to the report, the settlement, worked with Francis
Carter as mediator, calls for the FDIC and BankUnited to cooperate
in pursuit of a $48 million tax refund.  Whatever the government
pays will be held in an escrow account until there's resolution to
the conflicting claims to the refund.  If BankUnited wins the
lawsuit for tax refunds, the FDIC will receive $7.5 million and
have a $45 million claim in the BankUnited bankruptcy.  If the
FDIC wins the right to the tax refunds, BankUnited will receive
$2 million.  The FDIC will withdraw its claims for the $1.47
billion priority claim, and BankUnited will withdraw its $414
million claim in the bank's FDIC receivership.  The settlement
also doesn't decide whether the FDIC or BankUnited has the right
to pursue lawsuits against the former officers and directors.

Mr. Rochelle notes that the committee's disclosure statement said
there was about $10 million cash on hand.  Assets could top out at
about $64 million, with $50 million representing tax refunds.  On
the low end, assets wouldn't exceed $11.5 million, the disclosure
statement said.  The draft disclosure statement predicted that
holders of $321 million in senior notes would recover nothing to
18.4 percent.  General unsecured creditors with claims totaling up
to $50 million might realize nothing, with their best recovery
being 10.5 percent.  Holders of preferred stock and $245 million
in subordinated notes won't see anything.  The disclosure
statement may be revised to reflect the settlement.

The committee, Mr. Rochelle adds, was hoping to work out an
arrangement with an investor to fund the company so operations
could benefit from net operating loss carryforwards that
BankUnited said could be as much as $3.6 billion.  There is a
pending lawsuit to decide whether BankUnited or the FDIC owns the
NOLs.

                    About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of
$8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22, 2009.
Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen
LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. disclosed
$37,729,520 in assets against $559,740,185 in debts.  Aside from
those assets, BankUnited said that a "valuable" asset is its $3.6
billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.


BERKLINE/BENCHCRAFT: Streambank Marketing Intellectual Property
---------------------------------------------------------------
Streambank, LLC has been engaged to sell the intellectual property
assets of Berkline BenchCraft Holdings, LLC.  Founded in 1928, the
Berkline brand has a strong history of providing high quality
recliners and home theatre seating at an affordable price.
According to David Peress, a Principal of Streambank: "The
Berkline brand will provide instant recognition to any
manufacturer or retailer looking to provide high quality and
innovative motion and home theatre furniture to value conscious
consumers.  Streambank intends to run a streamlined marketing
process culminating in a Bankruptcy Court approved sale of the
Berkline brand and related intellectual property assets."

The Berkline intellectual property assets include:

   * Brands and trademarks including "Berkline," "BenchCraft,"
"Wallaway," and "Silver Screen," among others, with registrations
in multiple jurisdictions including the United States, Canada, the
European Union, China, Brazil, and Chile

   * Patents including furniture designs and manufacturing methods

   * Domain names and URLs including: http://www.berkline.comand
http://www.benchcraft.com

   * Toll free numbers

   * Proprietary furniture design catalogue

   * Customer data

   * Vendor data

Information concerning the Berkline intellectual property assets
and the sale process can be obtained by contacting David Peress at
dperess@streambankllc.com or Kirstin DiCecca at
kdicecca@streambankllc.com, or by calling Streambank at: 781-444-
4940

Streambank is an advisory firm, specializing in the valuation,
marketing, and sales of intangible assets for businesses at all
stages.  Streambank identifies, preserves, and extracts value for
clients through the application of experience, diligence and
creativity.

                    About Berkline/Benchcraft

Berkline/BenchCraft Holdings LLC, along with five subsidiaries,
filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-11369)
so the couch maker that specializes in home theaters can
liquidate.

Berkline/Benchcraft is a unit of turnaround specialist Sun Capital
Partners Inc.  Until their decision to liquidate, the Debtors,
with their "Berkline" and "Benchcraft" brands, held a number five
market share and had a growing presence in home theater seating
including reclining sofas, love seats, and sectionals.

In February, Berkline hired FTI Consulting Inc. to help it
restructure and find a buyer.  When Berkline was unable to sell
itself, the Company decided to liquidate and file for bankruptcy.

Berkline has a $140 million second-lien loan that is mostly owed
to its parent, SCSF Furniture LLC, which isn't in bankruptcy.  A
total of $15 million is owed on a first lien term loan and
revolver from lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent.  The Debtors also owe $12.5 million under
unsecured subordinated notes.

Kenneth J. Enos, Esq., and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor, represent the Debtors in the
Chapter 11 case.  Attorneys at Morgan, Lewis & Bockius LLP serve
as co-counsel.  FTI Consulting is the advisor.  Epiq Bankruptcy
Solutions is the claims and notice agent.


BERNARD L. MADOFF: Lawmakers Want SIPC & Picard Probed
------------------------------------------------------
Jessica Holzer, writing for The Wall Street Journal, reports that
Rep. Scott Garrett (R., N.J.), who heads the House Financial
Services Subcommittee on Capital Markets, and three of his U.S.
House colleagues asked U.S. Comptroller General Gene L. Dodaro in
a letter on Friday to investigate the industry association
overseeing the settlement of Bernard Madoff victims' claims.  The
lawmakers are critical of the way money is being recovered from
Mr. Madoff's Ponzi scheme.  The lawmakers also want the watchdog
to review how the Securities and Exchange Commission has
supervised the Securities Investor Protection Corp. in its
handling of the claims.

According to the report, the lawmakers said the method being used
by the SIPC trustee in charge of the Madoff liquidation "causes
outcomes that are in direct conflict with the goals of protecting
investors, maintaining fair, orderly and efficient markets and
facilitating capital formation."  They asked Mr. Dodaro, who heads
the Government Accountability Office, to investigate the
involvement of SIPC trustee Irving Picard and his law firm, Baker
& Hostetler LLP, in the decision to use a method to calculate
claims that has resulted in lawsuits to recover funds from
investors who withdrew fictitious profits from the scheme.

According to the Journal, the other lawmakers who signed the
letter are Reps. Peter King (R., N.Y.), Ileana Ros-Lehtinen (R.,
Fla.) and Carolyn McCarthy (D., N.Y.).

According to the Journal, SIPC Chief Stephen P. Harbeck, who said
he hadn't seen the lawmakers' letter, defended the method to
recoup funds for Mr. Madoff's victims.  "All previous cases that
deal with Ponzi schemes have said that fictional profits are not
part of what SIPC can return to customers," he said.

The Journal says a spokeswoman for Mr. Picard and his lawyer David
Sheehan declined to comment. SEC spokesman John Nester declined to
comment.

                   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.


BLACK CROW: Wants Settlement with GE OK'd, DIP Loan Extended
------------------------------------------------------------
Black Crow Media Group, LLC, et al., ask the U.S. Bankruptcy Court
for the Middle District of Florida to extend the term of the
senior secured debtor-in-possession credit agreement between the
Debtors and Paul C. Stone until June 16, 2012, or the effective
date of a Plan of Reorganization, whichever occurs earlier.

The Debtors relate that on June 16, 2010, they were authorized to
borrow up to $1.5 million from the DIP lender.  A total of $1.2
million has been advanced by the DIP lender.  Pursuant to the
agreement, the loan must be repaid by June 16, 2011.  The Debtors
require additional time to repay the DIP loan, and the DIP lender
agreed to extend the loan pursuant to the same terms and
conditions for an additional year.  The Debtors anticipate that
they will confirm a plan of reorganization prior to the expiration
of the extended loan term.

The Debtors add that they had reached a settlement with the DIP
lender and General Electric Capital Corporation, which, pending
the approval by the Court, will resolve most of the outstanding
contested matters in the cases.  The Debtors and the DIP lender
agreed to extend the term of the DIP loan to obtain approval of
the settlement and a Chapter 11 Plan.

The Debtors will use the money to fund their postpetition
obligations, and the DIP lenders have consented to the use.  The
Debtors were unable to obtain a replacement loan on better terms
than the DIP loan.

The Debtors relate that the DIP lender is fully secured by virtue
of postpetition accounts receivable.

The Debtors set a July 6, hearing on their requested DIP loan
extension.

                         About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

Black Crow filed for Chapter 11 protection two days before a
hearing in U.S. district court where GECC was seeking appointment
of a receiver following default on term loans and a revolving
credit.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-00172) on Jan. 11, 2010.  The Company's
affiliates -- Black Crow Media, LLC, et al. -- also filed separate
Chapter 11 petitions.

H. Jason Gold, Esq., Valerie P. Morrison, Esq., and Dylan G.
Trache, Esq., at Wiley Rein LLP, in McLean, Virginia, serve as the
Debtors' counsel.  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, have been tapped as
co-counsel.  Protiviti Inc. is the Debtors' financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.
Brian G. Rich, Esq., and Douglas Bates, Esq., at Berger Singerman,
P.A., represent the Official Committee of Unsecured Creditors.

Black Crow disclosed $14,661,198 in assets and $48,830,319 in
liabilities.


BLACK CROW: Plan Solicitation Exclusivity Extended Until Aug. 9
---------------------------------------------------------------
The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida extended until Aug. 9, 2011, Black Crow Media
Group, LLC, et al.'s time to solicit acceptances for the proposed
plan of reorganization.

This is the seventh extension in the Debtors' exclusive period.

                         About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

Black Crow filed for Chapter 11 protection two days before a
hearing in U.S. district court where GECC was seeking appointment
of a receiver following default on term loans and a revolving
credit.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-00172) on Jan. 11, 2010.  The Company's
affiliates -- Black Crow Media, LLC, et al. -- also filed separate
Chapter 11 petitions.

H. Jason Gold, Esq., Valerie P. Morrison, Esq., and Dylan G.
Trache, Esq., at Wiley Rein LLP, in McLean, Virginia, serve as the
Debtors' counsel.  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, have been tapped as
co-counsel.  Protiviti Inc. is the Debtors' financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.
Brian G. Rich, Esq., and Douglas Bates, Esq., at Berger Singerman,
P.A., represent the Official Committee of Unsecured Creditors.

Black Crow disclosed $14,661,198 in assets and $48,830,319 in
liabilities.


BLACK CROW: Has Until July 8 to Decide on Real Property Leases
--------------------------------------------------------------
The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida extended until July 8, 2011, Black Crow Media
Group, LLC, et al.'s time to assume or reject unexpired leases of
non-residential real property.

The Debtors related that Global Tower, LLC consented to the
extension, provided however, that if the Debtors fail to timely
pay all rental obligations under their leases, Global Tower's
consent will be automatically withdrawn.

The Debtors' time to assume or reject leases expired on June 7.

                         About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

Black Crow filed for Chapter 11 protection two days before a
hearing in U.S. district court where GECC was seeking appointment
of a receiver following default on term loans and a revolving
credit.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-00172) on Jan. 11, 2010.  The Company's
affiliates -- Black Crow Media, LLC, et al. -- also filed separate
Chapter 11 petitions.

H. Jason Gold, Esq., Valerie P. Morrison, Esq., and Dylan G.
Trache, Esq., at Wiley Rein LLP, in McLean, Virginia, serve as the
Debtors' counsel.  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, have been tapped as
co-counsel.  Protiviti Inc. is the Debtors' financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.
Brian G. Rich, Esq., and Douglas Bates, Esq., at Berger Singerman,
P.A., represent the Official Committee of Unsecured Creditors.

Black Crow disclosed $14,661,198 in assets and $48,830,319 in
liabilities.


BLOCKBUSTER CANADA: Claims Right to Use Trademarks
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Blockbuster Canada Co. filed papers in bankruptcy
court in New York opposing an effort by its parent Blockbuster
Inc. to terminate the right to use the Blockbuster trademark in
Canada.

Blockbuster Canada, the report discloses, contends that the
attempt by the U.S. parent to terminate the trademark license is
barred by the Canadian equivalent of the automatic stay
prohibiting creditors from affecting property of a company in
bankruptcy.  The Canadian company also argues that the trademark
license is not an "executory contract" and can't therefore be
terminated.

Blockbuster Canada, according to Mr. Rochelle's report, believes
it has the right to use the trademark until the agreement ends by
its terms.  The Canadian company also argues that the attempt to
end use of the trademark is a ploy by Dish Network Corp., the
purchaser of Blockbuster assets in the U.S., to leverage a cheaper
acquisition the Canadian business.

According to the Bloomberg report, Dish filed papers June 6 in the
Blockbuster Canada Chapter 15 case telling the bankruptcy judge he
shouldn't allow the Chapter 15 case to interfere with its right to
the trademarks.

The dispute will be resolved in the U.S. by Bankruptcy Judge
Burton R. Lifland, who was one of the drafters of the Chapter 15
law.  Judge Lifland will hold a hearing on June 23 over the
trademark dispute, Mr. Rochelle relates.

                        About Blockbuster

Blockbuster Canada Co., an indirect subsidiary of Blockbuster
Inc., went into receivership in Canada on May 3, 2011.  Grant
Thornton Limited was appointed by the Ontario Superior Court of
Justice.

Michael Creber, on behalf of Grant Thornton Ltd., commenced a
Chapter 15 case for Blockbuster Canada (Bankr. S.D.N.Y. Case No.
11-12433) in Manhattan on May 20, 2011, to seek the U.S. court's
recognition of the receivership proceedings in Canada.  Robert J.
Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as
counsel in the Chapter 15 case.  Blockbuster Canada is estimated
to have $50,000,001 to $100,000,000 in assets and liabilities.

Blockbuster Inc., the movie rental chain with a library of more
than 125,000 titles, along with 12 U.S. affiliates, initiated
Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No. 10-
14997) on Sept. 23, 2010.  It disclosed assets of $1 billion and
debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.


BLOCKBUSTER INC: Canadian Unit Claims Right to Use Trademarks
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Blockbuster Canada Co. filed papers in bankruptcy
court in New York opposing an effort by its parent Blockbuster
Inc. to terminate the right to use the Blockbuster trademark in
Canada.

Blockbuster Canada, the report discloses, contends that the
attempt by the U.S. parent to terminate the trademark license is
barred by the Canadian equivalent of the automatic stay
prohibiting creditors from affecting property of a company in
bankruptcy.  The Canadian company also argues that the trademark
license is not an "executory contract" and can't therefore be
terminated.

Blockbuster Canada, according to Mr. Rochelle's report, believes
it has the right to use the trademark until the agreement ends by
its terms.  The Canadian company also argues that the attempt to
end use of the trademark is a ploy by Dish Network Corp., the
purchaser of Blockbuster assets in the U.S., to leverage a cheaper
acquisition the Canadian business.

According to the Bloomberg report, Dish filed papers June 6 in the
Blockbuster Canada Chapter 15 case telling the bankruptcy judge he
shouldn't allow the Chapter 15 case to interfere with its right to
the trademarks.

The dispute will be resolved in the U.S. by Bankruptcy Judge
Burton R. Lifland, who was one of the drafters of the Chapter 15
law.  Judge Lifland will hold a hearing on June 23 over the
trademark dispute, Mr. Rochelle relates.

                        About Blockbuster

Blockbuster Canada Co., an indirect subsidiary of Blockbuster
Inc., went into receivership in Canada on May 3, 2011.  Grant
Thornton Limited was appointed by the Ontario Superior Court of
Justice.

Michael Creber, on behalf of Grant Thornton Ltd., commenced a
Chapter 15 case for Blockbuster Canada (Bankr. S.D.N.Y. Case No.
11-12433) in Manhattan on May 20, 2011, to seek the U.S. court's
recognition of the receivership proceedings in Canada.  Robert J.
Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as
counsel in the Chapter 15 case.  Blockbuster Canada is estimated
to have $50,000,001 to $100,000,000 in assets and liabilities.

Blockbuster Inc., the movie rental chain with a library of more
than 125,000 titles, along with 12 U.S. affiliates, initiated
Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No. 10-
14997) on Sept. 23, 2010.  It disclosed assets of $1 billion and
debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.


BLOCKBUSTER INC: Landlords Extend Lease Deadline to July 20
-----------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York extended until July 20, 2011,
Blockbuster Inc., et al.'s consensual extensions of the statutory
assumption or rejection deadline as to unexpired nonresidential
leased properties.

The landlords consented to the extensions.  A full-text copy of
the order and list of leases is available for free at:

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

                    About Blockbuster Inc.

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

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

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

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

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

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

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

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

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

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

The auction was held earlier in April and Dish Network Corp. won
with an offer having a gross value of $320 million.


BORDERS GROUP: Also in Sale Talks With Najafi Cos.
--------------------------------------------------
Jeffrey A. Trachtenberg and Mike Spector, writing for The Wall
Street, report that people familiar with the matter said private-
equity firm Najafi Cos. is among those in discussions to buy
Borders Group Inc. out of bankruptcy.

The sources told the Journal that Najafi, a boutique firm that
usually makes investments of $1 billion or less, is competing with
Los Angeles-based Gores Group to buy more than 200 of Borders'
remaining stores and keep the bookstore chain operating as a going
concern.  One of the sources said Phoenix-based Najafi and Borders
are focusing attention on Borders' remaining 265 superstores, Web
site operations and customer lists.

According to the Journal's sources, Gores would shift Borders more
toward an online business model, should it acquire the chain, and
would use Borders' remaining stores to promote a shift toward an
online retail business.

One of the sources told the Journal both Najafi and Gores are
negotiating terms with Borders ahead of a potential bankruptcy-
court auction later in the summer.  Najafi is moving quickly to
complete due diligence on Borders and cement an offer for the
company, this person said. Details of Najafi's strategy for the
company remain unclear, this person said.

In 2008, Najafi acquired Direct Brands Inc., a direct-marketing
company home to brands such as the Book of the Month Club,
DoubleDay Book Club and Columbia House DVD.

The Journal said a Borders spokeswoman declined to comment. A
Najafi representative didn't immediately respond to a request for
comment.

                        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 OK of BofA Pact on Compensation Plan
--------------------------------------------------------
Borders Group and its affiliates received approval from the
Bankruptcy Court of a stipulation they negotiated with Bank of
America, N.A., authorizing and directing performance under a trust
agreement for the Debtors' Deferred Compensation Plan.

In August 2001, Borders Group, Inc. and BofA, successor to
Merrill Lynch Trust Company, FSB, as trustee, entered into a
Borders Group, Inc. Non-Qualified Deferred Compensation Plan
Trust Agreement, creating a "rabbi" trust to hold assets
contributed by the Debtors to be used to fund the Debtors'
payment obligations under the Borders Group, Inc. Non-Qualified
Deferred Compensation Plan.  The Trust Agreement governs the
Debtors' and BofA's rights and obligations with respect to
payments from the Trust, which are used to satisfy payment
obligations under the Deferred Compensation Plan.

The Deferred Compensation Plan is a typical non-qualified
deferred compensation plan that permits Plan Participants to
elect to defer payment of a portion of their current wages on a
tax-deferred basis to be distributed in the future as designated
under the plan document.  At the time of deferral, the Debtors
make a contribution to the Trust equal to the amount deferred by
the Plan Participant to insure there are sufficient funds
available to make distributions under the Deferred Compensation
Plan as they become due under the terms of the Deferred
Compensation Plan.

As of the Petition Date, 18 Plan Participants have accounts under
the Deferred Compensation Plan, aggregating approximately
$582,000.  Pursuant to interim and final orders on the Debtors'
Employee Benefits Motion, the Debtors have continued to maintain
and operate the Deferred Compensation Plan and Plan Participants
have continued to defer amounts under the Deferred Compensation
Plan, collectively deferring approximately $26,000.

Some of the Plan Participants are in pay status under the
Deferred Compensation Plan as a result of previously terminating
employment with the Debtors, while others have become entitled
distributions in-service distributions based on prior elections
and the terms of the Deferred Compensation Plan.  BofA has
declined to make distributions under the Trust until it obtains
certain direction, authorization and protections as set forth in
the Parties' Stipulation.

Accordingly, the Parties stipulate that:

  (a) The Debtors and BofA are authorized and directed to
      continue to administer and otherwise perform under the
      Trust Agreement and the Deferred Compensation Plan,
      including, but not limited to, the distribution of funds
      to Plan Participants in the ordinary course or upon plan
      termination pursuant to the Deferred Compensation Plan,
      Section 40A of the Internal Revenue Code, and the Trust
      Agreement.

  (b) The Debtors and BofA are authorized and directed to pay or
      otherwise honor all obligations to Plan Participants
      incurred under or related to the Deferred Compensation
      Plan and Trust Agreement that (i) were or are due and
      payable and relate to the period prior to the Petition
      Date; and (ii) are or become due and payable or relate to
      the period after the Petition Date, in all cases, without
      further order of the Court;

  (c) The Debtors are authorized, but not directed, to pay all
      costs and other obligations owing to BofA in connection
      with the Deferred Compensation Plan and the Trust
      Agreement that may have been outstanding as of the
      Petition Date, and to continue so paying, in the ordinary
      course of business;

  (d) The Trust Agreement, including but not limited to the
      indemnification provisions set forth in the Trust
      Agreement, are approved and enforceable against the
      Debtors' estates.

A full-text copy of the Parties' Stipulation is available for
free at http://bankrupt.com/misc/Borders_BofAStipulation.pdf

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, tells Judge Glenn that the Debtors' Motion only
seeks to clarify that BofA can act in accordance with the Final
Benefits Order.  Absent the relief requested in the motion, the
Plan Participants will suffer undue hardship, because amounts
requested from the Deferred Compensation Plan are needed to
enable the Plan Participants to meet their own personal
obligations, he stresses.  Likewise, a delay of any requested
distribution might have a negative effect on the well being and
morale of the Plan Participants and their families, he maintains.

                        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 OK to Assign Camino Real Lease
--------------------------------------------------
Borders Group Inc. and its units received the Bankruptcy Court's
permission to assume and assign two store lease agreements,
referred to as "Camino Real" and "San Rafael" Leases, to
subsidiaries of The TJX Companies, Inc.

In response to the request to assign the leases, Camino Real
Limited Liability Company, lessor to retail premises located at
the Camino Real Marketplace, in Goleta, California, complained
that the Debtors failed to clearly disclose the identity of the
proposed assignee to the Camino Real Lease.  Camino, pointed out,
among other things, the proposed use of the lease is contrary to
the City of Goleta's Specific Plan for the Camino Real Marketplace
and the Debtors have not demonstrated that permits necessary for
either proposed assignee to operate at that location have been
applied for, much less obtained.

Counsel to the Debtors, Andrew K. Glenn, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York, countered that the
proposed use of the Camino Real Lease, a HomeGoods store, is
expressly permitted in the Camino Real Lease -- which permits any
lawful retail use -- and is not prohibited by any exclusive right
granted to any other tenant.  HomeGoods will obtain the required
city and other governmental agency permits to operate the
HomeGoods store in the City of Goleta, he assures the Court.  He
further noted that TJX has indicated that it will execute a
guarantee for HomeGoods' obligations under the Camino Real Lease.
Moreover, TJX assuredly possesses sufficient assets to continue
the performance called for going forward under the Camino Real
Lease, he said.

"At best, the proposed assumption and assignment of the Camino
Real Lease -- the result of an extensive marketing effort -- will
enable the Debtors to receive $200,000 for this assignment," Mr.
Glenn maintained.

Following a hearing, Judge Martin Glenn has authorized the
Debtors' entry into the TJX Assignment Agreement, acknowledging
that the condition set forth in Section 6(g) of the TJX Assignment
Agreement is waived. Section 6(g) of the TJX Assignment Agreement
provides that an assignment of the Camino Real Lease will have
been consummated prior to the closing of the assignment of the
"San Rafael" Lease to TJX.

The Court has also authorized the Debtors' assumption and
assignment of the lease for the premises at 600 West Francisco
Boulevard, in San Rafael, California -- "San Rafael Lease" --
effective as of June 2, 2011.  The sale or assignment of the San
Rafael Lease will be free and clear of all liens, claims,
encumbrances, and interests, including all claims of employees
and other creditors of the Debtors, Judge Glenn held.

The Debtors will cure any and all monetary defaults accruing
prior to the delivery date as defined in the TJX Assignment
Agreement for the San Rafael Premises, and which may exist at the
time of the assignment of the San Rafael Lease to TJX, from the
Debtors' share of the proceeds relating thereto to the extent a
cure is required pursuant to Section 365 of the Bankruptcy Code.

The Debtors will further pay all amounts, to Toy Center, LLC or
otherwise, that they have agreed to pay in the TJX Assignment
Agreement.  The San Rafael Lease is in full force and effect, and
will be free from default, Judge Glenn ruled.

                        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: Creditors Committee Taps Pachulski Stang as Counsel
--------------------------------------------------------------
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 employ Pachulski
Stang Ziehl & Jones LLP as its counsel.

PSZJ will be representing the Committee in the Debtors' bankruptcy
proceedings.

The hourly rates of PSZJ's personnel are:

         Partners                  $550 - $950
         Of Counsel                $475 - $725
         Associates                $345 - $495
         Paralegals                $175 - $255

The professionals and paralegals designated to represent the
Committee and their hourly rates are:

         Bruce Grohsgal                $705
         Bradford J. Sandler           $675
         Peter J. Keane                $345

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

The Committee set a June 15 hearing for PSZJ as its counsel.
Objections, if any, are due June 8.

                         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: Lazard Middle Market LLC as Investment Banker
--------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized Bowe Systec, Inc., et al., to
employ Lazard Middle Market LLC as investment Banker.

As reported in the Troubled Company Reporter on May 16, 2011, LMM
is expected to, among other things:

   a) review and analyze the Debtors' business, operations and
      financial projections;

   b) evaluate the Debtors' potential debt capacity in light of
      their projected cash flows; and

   c) assist in the determination of a capital structure for the
      Debtors.

LMM is a subsidiary of Lazard Freres & Co. LLC.  LMM professionals
have worked with the Debtors' management and other professionals.

Andrew Torgove, managing director at LMM, told the Court that
LMM's fee structure includes:

     a. a monthly fee of $100,000;

     b. a fee equal to $1.5 million, payable upon the consummation
        of a restructuring; and

     c. if, whether in connection with the consummation of a
        restructuring or otherwise, the Debtors consummate a sale
        transaction incorporating all or a majority of the assets
        or all or a majority or controlling interest in the
        equity securities of the Debtors, LMM will be paid a fee
        equal to $1.5 million.

Mr. Torgove related that prepetition, the Debtors made aggregate
fee payments of $969,657 to the firm.  The Debtors paid LMM its
$100,000 monthly fee for the nine previous months.  In addition,
the Debtors made aggregate expense reimbursements to LMM of
$69,657.  No amounts are due to LMM as of the Petition Date.

The Court ordered that LMM's compensation, including, without
limitation, the monthly fee, the restructuring fee, the sale
transaction fee and the minority sale transaction fee are
approved, provided, however, the $1,500,000 restructuring fee and
sale transaction fee is reduced to $1,250,000.

Mr. Torgove assured the Court that LMM 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: Withdraws Request to Employ McDermott Will
-----------------------------------------------------
Bowe Systec, Inc., et al., notified the U.S. Bankruptcy Court for
the District of Delaware that they had withdrawn their motion to
employ McDermott Will & Emery LLP as special counsel.

As reported in the Troubled Company Reporter on April 26, 2011,
MWE's engagement as special counsel include specialty areas of the
law, together with bankruptcy attorneys at MWE, to assist
Richards, Layton & Finger, P.A., the proposed general bankruptcy
counsel for the Debtors, in the administration of the Chapter 11
cases.

                   About BOWE BELL + HOWELL

Headquartered in Wheeling, Ill., BOWE BELL + HOWELL --
http://www.bowebellhowell.com/-- is a leading provider of 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, including Bowe Bell + Howell Holdings, Inc., 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. Kau fman, 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 OKs Hiring of Ordinary Course Professionals
------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized Bowe Systec, Inc., et al., to
employ ordinary course professionals.

The Debtors are authorized to make payments from any available
funds, including from those provided pursuant to the terms of any
postpetition financing and cash collateral order.

                         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.


C-SWDE348 LLC: Disclosure Statement Hearing Set on June 21
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will consider
approval, at a hearing on June 21, 2011 at 1:30 p.m., of the
adequacy of the information in the disclosure statement explaining
the Chapter 11 Plan of Reorganization filed by C-SWDE348, LLC.

As previously reported by The Troubled Company Reporter on
April 8, 2011, the Debtors' Plan contemplates the return of the
Lantana Trails Master Plan in Las, Vegas Nevada in full
satisfaction of a promissory note in the amount of $11,575,000
issued by the Debtor's parent for the benefit of the lenders.  The
return will occur by cancelling the equity interests in the Debtor
currently held by the Debtor's parent ad issuing Class A
membership interests in the reorganized Debtor to the Lenders on a
pro rata basis.  In exchange for the cancellation of its common
equity, the Parent will receive Class B membership interests in
the Debtor, which will permit the Parent to receive only limited
distributions from the Debtor.  The Parent, as the holder of the
Class B Membership Interests, will have no voting rights other
than with regard to the dissolution of the reorganized Debtor as
permitted by a new operating agreement.  The purpose of the Plan
is to effectively transfer the ownership of the Property to the
Lenders without the necessity and expense of a foreclosure as well
as to provide a structure and mechanism to protect and improve and
fully realize the value of the Property of the Lenders.

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

            http://bankrupt.com/misc/C-SWDE348_ds.pdf

                       About C-SWDE348

Las Vegas, Nevada-based C-SWDE348, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 11-13942) on
March 21, 2011.  Scott Bogatz, Esq., at Bogatz & Associates, P.C.,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliates B-SWDE3, LLC (Bankr. D. Nev. Case No. 09-29051) and
four affiliates filed for bankruptcy in 2009.  B-NWI1, LLC (Case
No. 10-15774) and nine other related entities sought bankruptcy
protection in 2010.  B-SCT1, LLC (Case No. 11-11560) and G-SWDE1,
LLC (Case No. 11-11991) filed Chapter 11 petitions in February
2011.  C-NW361, LLC, and five other affiliates sought bankruptcy
protection in March 2011.


CASCADIA PARTNERS: Plan Confirmation Hearing Set for June 20
------------------------------------------------------------
Judge William E. Anderson of the U.S. Bankruptcy Court for the
Western District of Virginia has scheduled the confirmation
hearing on the bankruptcy plan proposed by Cascadia Partners, LLC,
to take place on June 20, 2011, at 10:00 a.m., at Courtroom 200,
U.S. Courthouse, at 255 W. Main Street, in Charlottesville,
Virginia.

Interested parties have until June 13 to file written objections
to the Plan.

The Court approved on April 20 the adequacy of the disclosure
statement explaining the Plan, a full-text copy of which is
available for free at:

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

As reported by the Troubled Company Reporter on April 13, 2011,
the Cascadia Plan contemplates the sale by the Debtor of its
real property.  Part of the Real Property will be sold pursuant to
the terms of a December 2010 Letter of Intent between "NVR" and
the Debtor, and a draft Lot Purchase Agreement.  The remaining
property not covered by the Lot Purchase Agreement will be
developed or sold on terms yet to be determined.

Under the Plan, all creditors will be paid 100% of their allowed
claims with interest within a term of five years from the date of
the closing of the first lot sale under the Lot Purchase
Agreement.

The Debtor will obtain a $4.0 million construction/revolving loan
from Union First Market, which will be used to develop the
Real Property so that it may be sold pursuant to the terms of the
Lot Purchase Agreement.

Charlottesville, Virginia-based Cascadia Partners LLC owns and
develops certain real property in Albermarle County, Virginia.  It
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Va. Case
No. 10-63442) on Dec. 1, 2010.  W. Stephen Scott, Esq., at
Scott Kroner, PLC, serves as bankruptcy counsel.  The Debtor
disclosed $12,074,100 in total assets, and $4,292,894 in total
liabilities in its schedules.


CATHOLIC CHURCH: Wilm. Lay Panel Wants Pepper Hamilton as Counsel
-----------------------------------------------------------------
The Official Committee of Lay Employees in the Chapter 11 case of
the Catholic Diocese of Wilmington, Inc., asks the Bankruptcy
Court for authority to retain Pepper Hamilton LLP as counsel, nunc
pro tunc to April 25, 2011.

The Committee was previously represented by Donald J. Detweiler,
Esq., when he was still a shareholder of Greenberg Traurig LLP.

Mr. Detweiler is now a member of Pepper Hamilton.

The Committee wishes Mr. Detweiler to continue representing the
Lay Employees Committee.

The professional services that the Lay Employees Committee
expects that Pepper Hamilton will be called upon to render
include, but will not be limited to:

  (a) providing legal advice with respect to the Lay Employees
      Committee's rights, powers and duties in this Case;

  (b) preparing all necessary applications, answers, responses,
      objections, orders, reports and other legal papers;

  (c) representing the Lay Employees Committee in any and all
      matters arising in the Case including any disputes or
      issues with the Debtor, alleged secured creditors and
      other third parties;

  (d) assisting the Lay Employees Committee in its investigation
      and analysis of the Debtor including but not limited to,
      the review and analysis of all pleadings, claims or plans
      of reorganization that may be filed in this Case and any
      negotiations or litigation that may arise out of, or in
      connection with, the matters, operations and financial
      affairs; and

  (e) perform all other legal services for the Lay Employees
      Committee that may be necessary or desirable in these
      proceedings.

The Debtor will pay Pepper Hamilton based on its hourly rates:

  Shareholders and Of Counsel        $380 to $825
  Associates                         $240 to $435
  Paralegals                          $75 to $215

The principal attorneys and paralegals that will represent the
Lay Employees Committee are:

  Donald J. Detweiler                        $600
  James C. Carignan                          $405
  Evelyn J. Meltzer                          $405
  John H. Schanne, II                        $310
  Christopher Lano                           $215

Pepper Hamilton will be reimbursed for its necessary out-of-
pocket expenses.

Mr. Detweiler assures the Court that his firm is a "disinterested
person" as the 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).


CATHOLIC CHURCH: Milw. Panel Opposes Proposed Bar Dates
-------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of the Archdiocese of Milwaukee asks the Bankruptcy Court not
to grant the Archdiocese's request to establish deadlines for
filing proofs of claim.

James I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California, relates that the overwhelming majority
of the general unsecured claims that will be filed in this case
are expected to be held by the survivors of alleged sexual abuse
perpetrated by priests employed by the Archdiocese or for whom
the Archdiocese is otherwise responsible.

"Identifying and notifying individuals holding potential abuse
claims is no small task where, as here, there has been a
concerted, well-orchestrated, decades-long cover-up, there may
be living Abuse Survivors who were abused in the Archdiocese as
long ago as 1940, Abuse Survivors may not have connected their
suffering to the abuse or may be reluctant to come forward for
other reasons, and the abuse may have occurred not just in one
church or one parish but in one of the hundreds of Catholic
entities affiliated with the Archdiocese," Mr. Stang argues.

However, Mr. Stang says that at the very least, it is going to
require much more extensive efforts by the Debtor than those
proposed in its request to locate and serve Abuse Survivors, a
longer notice period and more detailed descriptions of the
alleged perpetrators in the proposed Abuse Survivor Bar Date
Notice.  He adds that it will also necessitate that Abuse
Survivor Proof of Claim Forms are submitted to and handled by a
neutral third party Claims Agent, not counsel to the Debtor.

              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: Milwaukee Lease Decision Deadline Moved to Aug. 2
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
has given the Archdiocese of Milwaukee until Aug. 2, 2011, to
assume or reject an unexpired lease of nonresidential property.

              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)


CB HOLDING: Wants Plan Filing Exclusivity Until Aug. 12
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that CB Holding Corp. says it hopes to "finalize" a
liquidating Chapter 11 plan "soon."  The U.S. Bankruptcy Court in
Delaware approved the sale of all the remaining operating stores
between January and April.  Not all sales have been completed.  At
a June 23 hearing, Charlie Brown's will seek a three-month
extension until Aug. 12 of the exclusive right to propose a
liquidating plan.  The motion was the company's second for
extension of the plan-filing deadline.  The court has also
approved the sale of 16 unused liquor licenses.  The company is
also selling some stores where there wasn't a buyer.

                        About CB Holding

New York-based CB Holding Corp. operated 20 Charlie Brown's
Steakhouse, 12 Bugaboo Creek Steak House, and seven The Office
Beer Bar and Grill restaurants when it filed for bankruptcy
protection.  The Company closed 47 locations before filing for
Chapter 11.

CB Holding sold off its The Office restaurant chain and 12 Bugaboo
Creek stores in separate auctions.  Villa Enterprises Ltd. won the
bidding for The Office chain with its $4.68 million.  RRGK LLC
acquired the 12 Bugaboo Creek stores for $10.05 million, more than
tripling the $3.175 million first bid from an affiliate of
Landry's Restaurants Inc.

CB Holding and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 10-13683) on Nov. 17, 2010.
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., assist the Debtors in their
restructuring effort.  The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.  Jeffrey N.
Pomerantz, Esq., Jason S. Pomerantz, Esq., and Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the
Official Committee of Unsecured Creditors.  CB Holding estimated
its assets at $100 million to $500 million and debts at
$50 million to $100 million.


CENTRALIA OUTLETS: Can Use Sterling Bank's Cash Until July 29
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized, on a final basis, Centralia Outlets, LLC, to use cash
collateral until July 29, 2011.

As reported in the Troubled Company Reporter on Feb. 23, 2011,
the Debtor executed in February 2007, a promissory note in favor
of Intervest-Mortgage Investment Company in the amount of
$30,750,000.  In connection with the loan, the Debtor also
executed various other documents, including a construction loan
agreement in February 2007, and a deed of trust, assignment of
rents and security agreement pursuant to which it granted
Intervest a lien against the real property and improvements
comprising the Debtor's Outlet Mall and an assignment of leases
and rents therefrom and an assignment of leases and cash
collateral.  Intervest assigned its interests in the loan
documents to Sterling Savings Bank.  As of Dec. 2, 2010, the
Debtor owed the Bank $24,268,584.  The bank has asserted that it
holds all rights as lender under the loan documents.

The Debtor will use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.

The Bank's security interests and liens in and to post-petition
rents and other income arising from leases entered into prior to
the Petition date, and in those leases themselves, will continue
to the full extent that such security interests and liens were
valid, subsisting and perfected as of the Petition Date.  In
addition, solely to the extent of any diminution in the value of
the interest of the Bank in the Prepetition Collateral, the Bank
is hereby granted security interests and liens in and to (i) all
leases that the Debtor has entered into or may enter into
following the Petition Date, and (ii) all rents and other income
the Debtor receives on account of leases entered into following
the Petition Date.  In addition, the Debtor will continue to pay
the Bank on a monthly basis interest-only payments at the non-
default rate as provided for under the Loan Documents pending
further order of the Court.

                 About Centralia Outlets

Centralia Outlets LLC is the owner of the Centralia Factory
Outlets mall in Centralia, Washington.  The mall, located on
Interstate 5 in Centralia, is 80% occupied, and generates net
income, after debt service, of $80,000 to $100,000 a month.

Centralia filed for Chapter 11 after receiving an order sending
the mall to receivership.  Sterling Bank prevailed on a state
court to order the appointment of a receiver based on alleged non-
financial defaults in the mortgage.  The mall owner said that
principal and interest payments were current on the $24.3 million
owing to Sterling as of the petition date.

Centralia filed for Chapter 11 protection (Bankr. W.D. Wash. Case
No. 10-24529) on Dec. 3, 2010, after receiving an order sending
the mall to receivership.  James L. Day, Esq., at Bush Strout &
Kornfeld, in Seattle, Washington, represents the Debtor.  The
Debtor disclosed $29,206,999 in assets and $23,999,507 in
liabilities.


CENTRALIA OUTLETS: Exclusive Solicitation Period Ends July 29
-------------------------------------------------------------
The Hon. Brian D. Lynch of the U.S. Bankruptcy Court for the
Western District of Washington extended until July 29, 2011,
Centralia Outlets LLC's exclusive period for soliciting votes
accepting the Plan.

As reported in the Troubled Company Reporter on April 15, the
Debtor filed a proposed plan of reorganization and explanatory
disclosure statement.

The Plan will be funded by a combination of the Debtor's Cash on
hand as of the Effective Date and cash that is collected or
generated by the Reorganized Debtor after the Effective Date.  The
Plan provides that upon the occurrence of the Effective Date,
existing ownership and management will remain in place.  Centralia
will continue to be owned by Green Global and Gladiator in the
percentages of seventy percent (70%) and thirty percent (30%),
respectively. R. Getty, as the manager of Green Global, will
manage Centralia. The day to day operations of the Outlet Mall
will continue to be handled by JHS (or any successor property
manager chosen by Centralia).  Additional services will be
performed by Sandra Smith and other employees of RK Getty, Inc.
(with Centralia paying a share of the overhead associated with
those employees.

                      About Centralia Outlets

Centralia Outlets LLC is the owner of the Centralia Factory
Outlets mall in Centralia, Washington.  The mall, located on
Interstate 5 in Centralia, is 80% occupied, and generates net
income, after debt service, of $80,000 to $100,000 a month.

Centralia filed for Chapter 11 after receiving an order sending
the mall to receivership.  Sterling Bank prevailed on a state
court to order the appointment of a receiver based on alleged non-
financial defaults in the mortgage.  The mall owner said that
principal and interest payments were current on the $24.3 million
owing to Sterling as of the petition date.

Centralia filed for Chapter 11 protection (Bankr. W.D. Wash. Case
No. 10-24529) on Dec. 3, 2010, after receiving an order sending
the mall to receivership.  James L. Day, Esq., at Bush Strout &
Kornfeld, in Seattle, Washington, represents the Debtor.  The
Debtor disclosed $29,206,999 in assets and $23,999,507 in
liabilities.


CHATEAU DE VILLE: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Chateau de Ville LLC
                110 Williams Ave S #111
                Renton, WA 98057

Case Number: 11-16641

Involuntary Chapter 11 Petition Date: June 2, 2011

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Chateau de Ville LLC's petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Miriam Uhlig &           Construction loan      $82,200
William Winters
844 NE 82nd St
Seattle, WA 98115

Michael Foster           Subcontractor          $10,501
Diamond Roofing Inc
221 SW 41st St
Renton, WA 98055

Bill Lilleness           Subcontractor          $217,789
Best Plumbing Inc
4129 Stone Way N
Seattle, WA 98103

Donald Pierce            Subcontractor          $44,564
CAC Commercial Air
P.O. Box 395
Redmond, WA 98073


CONTESSA PREMIUM: Has Until August 24 to Decide on Leases
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended until Aug. 24, 2011, statutory deadline for Contessa
Premium Foods to assume, assume and assign, or reject its
unexpired non-residential real property leases.

The extension would enable the Debtor to implement the sale
procedures approved by the Court on May 4.  The sale procedures
provide the Debtor with the requisite flexibility to pursue an
auction and sale of any combination of the Debtor's businesses,
including potential assumption and assignment of related real and
personal property leases and executory contracts in connection
therewith, and in the process achieve the best possible recovery
for the Debtor's creditors under a plan of reorganization that is
expected to be filed in the next several weeks.

                    About Contessa Premium Foods

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.  It divides its business into two internal groups:
Contessa Seafood, which includes its seafood items, and Contessa
"Green Cuisine," which includes all other fruit, vegetable and
complete meal blends.

Contessa Premium filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-13454) on Jan. 26, 2011.  Kelley
Drye & Warren LLP represents the Debtor in its restructuring
effort.  Craig A. Wolfe, Esq., at Kelley Drye & Warren LLP, and
Jeffrey W. Dulberg, Esq., and Scotta E. McFarland, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as the Debtor's local/
conflicts counsel counsel.  Scouler & Company, LLC, serves as
financial advisors.  Imperial Capital, LLC serves as investment
banker.  Holthouse Carlin & Van Trigt LLP serves as auditors and
accountants. DLA Piper LLP serves as intellectual property
counsel.  The Debtor scheduled $49,370,438 in total assets and
$35,305,907 in total liabilities.

The Official Committee of Unsecured Creditors in the Debtor's
Chapter 11 case is represented by Arent Fox LLP, and FTI
Consulting Inc. as serves as its financial consultants.


CONTESSA PREMIUM: Has Exclusive Right to File Plan Until July 26
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Contessa Premium Foods' exclusive periods to file and
solicit acceptances for the proposed chapter 11 plan until
July 26, 2011, and Sept. 26, respectively.

The Debtor related it needed more time to:

   -- complete the sale transaction;

   -- complete its negotiations with the Key Creditor Group over
      the terms of a consensual plan;

   -- estimate the extent of proceeds that will be available to
      distribute to creditors; and

   -- formulate a chapter 11 plan on a more informed basis.

The Debtor and the Key Creditor Group decided that the better
course would be to sell the Debtor's assets at an auction while
also permitting John Blazevich, the Debtor's president and chief
executive officer, to bid on the assets.

Under the approved procedures, the deadline for submitting bids is
scheduled for June 8, the auction is scheduled for June 13, and
the sale hearing is scheduled for June 15.

The Key Creditor Group is comprised of Wells Fargo Bank, N.A.,
General Electric Capital Corporation and GE Capital Public
Finance, Inc., Dedeaux Properties, LLC and the Official
Committee of Unsecured Creditors.

The Debtor is represented by:

        Craig A. Wolfe, Esq.
        Jason R. Alderson, Esq.
        KELLEY DRYE & WARREN LLP
        101 Park Avenue
        New York, NY 10178-0002
        Tel: (212) 808-7800
        Fax: (212) 808-7897
        E-mail: cwolfe@kelleydrye.com
                jalderson@kelleydrye.com

                 - and -

        Jeffrey N. Pomerantz, Esq.
        Jeffrey W. Dulberg, Esq.
        PACHULSKI STANG ZIEHL & JONES LLP
        10100 Santa Monica Blvd., 11th Floor
        Los Angeles, CA 90067-4100
        Tel: (310) 277-6910
        Fax: (310) 201-0760
        E-mail: jpomerantz@pszjlaw.com
                jdulberg@pszjlaw.com

                   About Contessa Premium Foods

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.  It divides its business into two internal groups:
Contessa Seafood, which includes its seafood items, and Contessa
"Green Cuisine," which includes all other fruit, vegetable and
complete meal blends.

Contessa Premium filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-13454) on Jan. 26, 2011.  Scouler
& Company, LLC, serves as financial advisors.  Imperial Capital,
LLC serves as investment banker.  Holthouse Carlin & Van Trigt LLP
serves as auditors and accountants. DLA Piper LLP serves as
intellectual property counsel.  The Debtor scheduled $49,370,438
in total assets and $35,305,907 in total liabilities.

The Official Committee of Unsecured Creditors in the Debtor's
Chapter 11 case is represented by Arent Fox LLP, and FTI
Consulting Inc. as serves as its financial consultants.


DIABETES AMERICA: Gets Lender Consent on Revised Cash Coll. Budget
------------------------------------------------------------------
The cash collateral budget that is attached to the final order
authorizing Diabetes America, Inc.'s use of alleged cash
collateral has been revised with the consent of MetroBank, N.A.

The revised cash collateral budget is available for free at:

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

As reported in the TCR on Mar 14, 2011, the U.S. Bankruptcy Court
for the Southern District of Texas authorized, on a final basis,
Diabetes America, Inc., to use the cash collateral of MetroBank,
N.A., and the other secured creditors.

                      About Diabetes America

Houston, Texas-based Diabetes America, Inc., fka Diabetes Centers
of America, Inc., operates a network of 17 centrally-managed
medical clinics that provide comprehensive outpatient medical
care, primarily to patients with Type 1, Type 2 and Gestational
Diabetes.  The company's clinics are located in Texas and Houston
and generate 51,000 patient visits per year.

Diabetes America filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 10-41521) on Dec. 21, 2010.  H. Joseph
Acosta, Esq., and Micheal W. Bishop, Esq., at Looper Reed &
McGraw, P.C., in Dallas, represent the Debtor as bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million as of the Petition Date.

Judy A. Robbins, the U.S. Trustee for Region 7, appointed three
members to the Official Committee of Unsecured Creditors in
Diabetes America's Chapter 11 case.  The Committee has tapped
Butler, Snow, O'Mara, Stevens & Cannada, PLLC, as its counsel.


FAIRFIELD SENTRY: Court Grants Time Extension to Assert Claims
--------------------------------------------------------------
Kenneth M Krys and Joanna Lau of KRyS Global, the Joint
Liquidators of Fairfield Sentry Ltd., Fairfield Sigma Ltd. and
Fairfield Lambda Ltd. disclosed another landmark decision in the
Fairfield liquidation.  On May 23, 2011, in In re Fairfield Sentry
Ltd., Bankruptcy Judge Lifland of the U.S. Bankruptcy Court for
the Southern District of New York ruled that the provisions of
Section 108 of the US Bankruptcy Code, which grants a two-year
extension of time for a trustee in bankruptcy to bring law suits
provided that the applicable time period to commence action had
not expired before the petition was filed, are self-executing and
applicable to foreign representatives in a Chapter 15 case.

This is a milestone decision; it is the first written and reasoned
opinion on whether Section 108's two year extension applies in
Chapter 15 cases.  Fairfield Sentry Limited and its affiliated
funds Fairfield Sigma Limited and Fairfield Lambda Limited were
the largest 'feeder' funds into the Bernard Madoff Ponzi Scheme.
The US Bankruptcy Court recognized the Funds' liquidation
proceedings in the British Virgin Islands as foreign main
proceedings on July 22, 2010.

This decision ultimately provides foreign representatives with
additional assistance for preserving a foreign debtor's claims
which may be asserted in the US.  Furthermore it may allow foreign
representatives, in connection with Chapter 15 proceedings, the
right to bring claims in the United States that otherwise might
have become time barred under US or Foreign Law.  The Joint
Liquidators of the Fairfield Funds, Mr Kenneth Krys and Ms. Joanna
Lau of KRyS Global, believe that there are significant strategic
and economic benefits to the estates in obtaining the additional
time provided by the tolling period extension under Section 108.
They anticipate that this recent success will further encourage
parties to approach the liquidators to settle therefore minimizing
the burden on the estates.

The joint liquidators were represented by their US Attorneys,
David J. Molton and Daniel J. Saval of Brown Rudnick LLP, in this
matter.

                     About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.  Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.

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

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


FIRST CONNECTICUT: Arent Fox Seeks Dismissal of Malpractice Suit
----------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that Arent Fox LLP
asked a Utah federal court on Friday to dismiss Dare Investments
LLC's fraud suit against the law firm or transfer it to
Connecticut, where the underlying bankruptcy case is pending.

Dare Investments' suit, in which it claims the firm withheld
information from Dare while operating as an escrow agent in the
bankruptcy proceedings of First Connecticut Consulting Group Inc.,
is "a classic case of a claimant in search of a deep-pocketed
defendant, no matter how flimsy the claim," Arent Fox said.


FLORIDA EXTRUDERS: To Lay Off All 81 Workers Next Month
-------------------------------------------------------
Linda Florea at the Orlando Sentinel reports that Florida
Extruders International Inc. in Sanford expects to lay off all 81
employees by early July, apparently as part of a planned
bankruptcy liquidation.

According to a letter sent by the company to the state Agency for
Workforce Innovation, the Sanford business is to be sold later
this month and may permanently close, resulting in the layoff of
17 salaried and 64 hourly employees.  The layoffs are scheduled to
occur between June 20 and July 3, the company said.

The report relates that the Debtor has filed a liquidation plan
with U.S. Bankruptcy Court in Orlando.

                      About Florida Extruders

Headquartered in Sanford, Florida, Florida Extruders
International, Inc. -- http://www.floridaextruders.com/-- was
formed in 1989 and is a low cost, vertically integrated aluminum
extruder, window, sliding glass door, and patio screen door
manufacturer, and building products distributor.  It filed a bare-
bones Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-07761) on
April 25, 2011.  The Debtor has $26.3 million in assets and
$16.9 million in debt, mainly owed to lender Wells Fargo & Co.
The case has been assigned to Judge K. Rodney May.  Christopher C.
Todd, Esq., at McIntyre, Panzarella, Thanasides, serves as the
Debtor's counsel.


FLORIDA STAGE: Closes Curtains, Mulls Chapter 7 Filing
------------------------------------------------------
Leslie Gray Streeter and Carlos Frias at the Palm Beach Post
report that Florida Stage shut down Monday morning and announced
plans to file for Chapter 7 bankruptcy, citing factors including a
$1.5 million debt and a downturn in contributions from victims of
financial swindler Bernard Madoff.

According to the report, the announcement, which staff members
said came without warning, leaves about 30 full-time employees
without work and the local cultural community stunned at the
demise of the well-regarded, 24-year theater institution in Palm
Beach County.

The report says Theater statements cited "a marked downturn" in
subscription sales for the 2011-12 season.  Overall, the company's
subscription base had shrunk from a high of 7,000 to fewer than
2,000.

Furloughs, a budget reduction from $4.1 million to $3 million and
reduced rent -- the company moved last year from its longtime base
in Manalapan to the Kravis Center's Rinker Playhouse -- didn't  do
enough to turn around Florida Stage's finances.


GLAZIER GROUP: Says Committee's FTI Retention Unnecessary
---------------------------------------------------------
The Glazier Group, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to deny the Official Committee of
Unsecured Creditors request to retain FTI Consulting, Inc., as
financial advisor.

The Debtor relates that FTI's proposed fee structure is
troublesome for a number of reasons:

   1. the monthly fees are excessive for a case of this size;

   2. FTI's proposed fee structure contains a completion fee which
      is an unwarranted enhancement to the already exorbitant
      monthly fees, moreover, the completion fee is based upon
      recoveries to unsecured creditors and which may prove
      difficult to measure; and

   3. the Committee failed to show any necessity for FTI's
      services in this small case.

                      About The Glazier Group

New York-based The Glazier Group, Inc., filed for Chapter 11
bankruptcy protection on November 15, 2010 (Bankr. S.D.N.Y. Case
No. 10-16099).  Frederick E. Schmidt, Esq., Joshua Joseph Angel,
Esq., and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP,
represent the Debtor in its restructuring effort.  The Company
disclosed assets of $15.2 million and liabilities of $26.8 million
as of the Petition Date.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on an Official Committee of Unsecured
Creditors.  The Committee tapped SilvermanAcampora LLP as its
counsel.


GENERAL GROWTH: Committee Backs Plea for Payment of New World Fees
------------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, opposes
General Trust Company's request for reimbursement of expenses
related to the services provided by New World Realty Advisors,
LLC from December 22, 2009 through October 26, 2010 for $598,337.

The United States Trustee, among other things, claims that GTC is
not entitled to reimbursement pursuant to Section 503(b)(3)(F) of
the Bankruptcy Code as that section only entitles a committee
member to have an administrative expense claim for expenses
incurred in the performance of committee duties, like expenses for
travel, lodging and meal expenses incurred while attending
committee meetings or court hearings.  It does not entitle GTC to
reimbursement of professional fees.

Counsel to the Official Committee of Unsecured Creditors, John J.
Jerome, Esq., at Saul Ewing LLP, in New York, however, filed with
the Court a declaration in support of General Trust Company's
request for allowance of administrative expense claim.

Mr. Jerome stated that New World Realty Advisors, LLC's services
to General Trust were essential to advance the Equity Committee's
ability to fully and adequately perform its statutory duties with
respect to equity and to ensure an understanding of General
Growth Properties, Inc.'s complex financial position.  He
insisted that GTC made a substantial contribution to the
advancement of GGP's Chapter 11 case by making the New World
Advisory Services available to the Equity Committee, at its
expense:

  (i) during the critical period when the competitive process
      which had significant implications for equity recovery was
      unfolding; and

(ii) with respect to the GGP development properties which, as
      the assets earmarked to be distributed to existing equity
      holders on spin-off of The Howard Hughes Corporation, were
      critical components of the Plan that the Equity Committee
      needed to evaluate in order to exercise its duty to make a
      recommendation with respect to the Plan to GGP
      shareholders, the only impaired classes entitled to vote.

The Court held a hearing to consider GTC's request on
May 26, 2011.  No order has yet been entered by the Court.

                      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)


GREAT ATLANTIC: Hearing on New Contract With C&S on June 23
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Great Atlantic & Pacific Tea Co. will seek approval
from the U.S. Bankruptcy Court in White Plains, New York, on
June 23 of an agreement with C&S Wholesale Grocers Inc., its
principal supplier, on a new contract when the supermarket
operator emerges from Chapter 11 reorganization.

Mr. Rochelle relates that Keene, New Hampshire-based C&S provides
about 70% of the goods in A&P stores under a contract dating from
2008.  A&P has been shopping for a cheaper supplier since before
the Chapter 11 filing in December.  Although A&P will start
realizing savings immediately, the new contract won't lock in
unless and until the company emerges from reorganization
successfully.  If A&P liquidates or is sold, it will be obliged to
pay C&S about $1 million for each week, or roughly the savings
from the existing arrangement.  In addition, C&S won't assert any
claim from the termination of the existing contract.  Otherwise,
A&P said C&S might have ended up with the largest unsecured claim.
The new arrangement does not require A&P to continue operating any
minimum number of stores.

As reported in yesterday's Troubled Company Reporter, the Debtors
announced that they will enter into a new supply and logistics
agreement with C&S Wholesale Grocers.  A&P 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.

                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.


GULFSTREAM CRANE: Plan Administrator Taps Hinshaw as Counsel
------------------------------------------------------------
Mark J. Welch, plan administrator for Gulfstream Crane, LLC, asks
the U.S. Bankruptcy Court for the Southern District of Florida for
permission to retain Michael D. Seese and Hinshaw & Culbertson,
LLP as his counsel.

The firm will assist the plan administrator in performing his
duties consistent with the First Amended Plan of Liquidation.

The hourly rates of the firm's personnel are:

         Mr. Seese                   $475
         Members                 $350 - $600
         Associates/Of Counsel   $190 - $400
         Paralegals              $115 - $180

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

The firm can be reached at:

         HINSHAW & CULBERTSON, LLP
         One East Broward Boulevard, Suite 1010
         Ft. Lauderdale, FL 33301
         Tel: (954) 467-7900
         Fax: (954) 467-1024
         E-mail: mseese@hinshawlaw.com

                      About Gulfstream Crane

Pompano Beach, Florida-based Gulfstream Crane, LLC -- dba General
Crane -- is engaged primarily in the business of supplying and
renting crane, hoist and rigging equipment.  The Company operates
and maintains facilities in Florida, Georgia and Texas.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Fla. Case No. 09-37091) on Dec. 8, 2009.  Michael D. Seese,
Esq., who has an office in Fort Lauderdale, Florida, assists the
Debtor in its restructuring effort.  The Company estimated assets
and debts at $50 million to $100 million.

Donald F. Walton, the U.S. Trustee for Region 21, appointed three
members to the official committee of unsecured creditors.

Glenn F. Moses, Esq., and his firm, Genovese Joblove & Battista
P.A. serves as counsel for Kenneth A. Welt, the Liquidating
Trustee for the Debtor.

On Dec. 22, 2010, the Court entered an order confirming the First
Amended Plan of Liquidation.

On Feb. 14, 2011, the approved the selection of Mark J. Welch as
plan administrator.


HARBOUR EAST: Can Access Cash Collateral Until Aug. 31
------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida, in a seventh interim order,
authorized Harbour East Development, Ltd. to use cash collateral
in the form of rental income and defaulted deposits to pay:

   (a) the operating expenses listed on the budget for the months
       of June through August of 2011, including: (i) monthly
       condominium assessments to the CIELO by the Bay Condominium
       Association; (ii) a monthly real estate tax escrow, to the
       extent of available funds; (iii) utilities; and (iv)
       ongoing maintenance and repairs relating to the condominium
       units; and

   (b) the capital expenditures set forth in the Cash Collateral
       Budget.

In addition to the existing rights and interests of any entity
that is determined to have an interest in the cash collateral and
for the purpose of providing adequate protection for the use of
cash collateral, Cash Collateral Claimants are granted a valid,
perfected and enforceable security interest upon all postpetition
assets of the Debtor which are of the same nature or type as the
Collateral in which Cash Collateral Claimants had an interest
prior to the Petition Date.  The Replacement Liens will be in the
same priority as the liens held by the Cash Collateral Claimants
in the cash collateral.

The Debtor's right to use cash collateral will expire on the
earlier of (i) the date of entry of the final order granting use
of cash collateral, or (ii) Aug. 31, 2011, unless superseded by a
final order, or extended by further order of the Court.

The bankruptcy judge will convene final hearing on the cash
collateral request on Aug. 19, 2011 at 10:30 am in Miami, Florida.

A full-text copy of the Cash Collateral Budget is available for
free at http://bankrupt.com/misc/HARBOUR_Budgt.pdf

                     About Harbour East

Harbour East Development, Ltd., is the developer and owner of the
luxury residential condominium development known as CIELO on the
Bay located at 7935 East Drive, North Bay Village.  CIELO contains
35 residential condominium units.

Harbour East filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 10-20733) on April 22, 2010.  Michael L. Schuster, Esq.,
who has an office in Miami, Florida, represents the Debtor.  The
Company estimated assets and debts at $10 million to $50 million,
as of the Chapter 11 filing.

Judge Cristol denied the request of 7935 NBV LLC's request to
dismiss the case.


HARDAGE HOTEL: Files Schedules of Assets & Liabilities
------------------------------------------------------
Hardage Hotels II, L.P., dba Chase Suite Hotel - Rockville, 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                $8,606,804
B. Personal Property              $951,838
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $9,234,500
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $59,754
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $2,673,353
                                 -----------        --------------
      TOTAL                       $9,558,642           $11,931,607

Rockville, Maryland-based Hardage Hotels II, L.P., dba Chase Suite
Hotel - Rockville, filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10518) on Feb. 22, 2011.  Bruce
Grohsgal, Esq., at Pachulski, Stang, Ziehl Young & Jones, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.  Affiliate Hardage
Hotels VIII, LLC, filed a separate Chapter 11 petition on Jan. 21,
2011 (Bankr. D. Del. Case No. 11-10210).


HARRY & DAVID: PBGC Fights to Save Pension Plan
-----------------------------------------------
The Pension Benefit Guaranty Corporation, which protects American
pensions, is fighting a move by Harry & David Holdings Inc. to end
the pensions of its 2,700 workers and retirees.

"We work to preserve both businesses and their pensions," said
PBGC Director Josh Gotbaum.  "PBGC doesn't ask a company to risk
its business if it can't afford its pension plan, but many
companies have gone through bankruptcy with their pensions intact,
and we think Harry & David might be one of them."

Harry & David, a Medford, Ore.-based marketer of specialty gift
baskets, is in bankruptcy.  The company has claimed that it can't
reorganize unless it terminates its pension plan.

However, PBGC's financial analysis shows that the company will be
able to emerge from bankruptcy without cutting off its workers'
pensions.  The bankruptcy court will hold a hearing on the issue
on July 22, 2011.

If the pension plan is terminated, PBGC will pay pension benefits
to Harry & David employees.  However, because of limits set by
law, some retirees might get reduced pensions, and PBGC does not
insure health benefits at all.

"Time after time, PBGC has worked successfully with companies and
their creditors to make sure that the bankruptcy process
recognizes the rights of pensioners, too," Mr. Gotbaum said. "We
know that Harry & David can reorganize successfully.  We'd just
like to make sure that their employees and retirees share in that
success.  Preserving a plan is almost always better for
employees."

The PBGC protects the pension benefits of 44 million Americans in
27,500 private-sector pension plans.  The agency is directly
responsible for paying the benefits of more than 1.5 million
people in failed pension plans.  PBGC receives no taxpayer dollars
and never has. Its operations are financed by insurance premiums
and with assets and recoveries from failed plans.

                        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.


HASSEN REAL ESTATE: Files Schedules of Assets & Liabilities
-----------------------------------------------------------
Hassen Real Estate Partnership filed with the U.S. Bankruptcy
Court for the District of California, its schedules of assets and
liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property               $678,442
                               plus undetermined &
                               unliquidated amounts
B. Personal Property
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $42,562,943
E. Creditors Holding
   Unsecured Priority
   Claims
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $20,631
                                                      plus
                                                      undetermined
                                                      amounts
                                 -----------       --------------
      TOTAL                         $678,442          $42,583,574
                               plus undetermined &
                               unliquidated amounts

            About Hassen Real Estate and Eastland Tower

Hassen Real Estate Partnership and affiliate Eastland Tower
Partnership are each engaged in the business of commercial real
estate development and operation in West Covina, California.  HREP
owns and operates a retail/office center known as the West Covina
Village Shopping Center, while ETP owns and operates an office
tower known as the Wells Fargo Bank Tower.

HREP filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-25499) on April 10, 2011.  Christine M. Pajak,
Esq., and Marina Fineman, Esq., and Theodore B. Stolman, Esq., at
Stutman, Treister & Glatt Professional Corporation, in Los
Angeles, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

ETP (Bankr. C.D. Calif. Case No. 11-25500) simultaneously filed a
separate Chapter 11 petition.


HASSEN REAL ESTATE: Court OKs Stutman Treister as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court of the Central District of California
has approved Hassen Real Estate Partnership's application to
employ Stutman, Treister & Glatt P.C. as bankruptcy counsel.

Treister & Glatt will:

   a. advise the Debtors regarding matters of bankruptcy law;

   b. represent the Debtors in proceedings and hearings in
      the United States Bankruptcy Court for the Central
      District of California involving matters of bankruptcy law;
      and

   c. advise the Debtors concerning the requirements of the
      Bankruptcy Code, federal and local rules relating to the
      administration of these cases, and the effect of the cases
      on the operation of the Debtors' business and affairs;

ST&G will charge the Debtors' estates in accordance with the
hourly rates of its professionals:

                                Rate
                                ----
      Attorneys             $260 to $895
      Paralegals                $240
      Law Clerks            $240 to $260

The professionals expected to be most active in the case and their
hourly rates are:

     Professional               Rate
     ------------               ----
   Theodore B. Stolman          $795
   Marina Fineman               $545
   Christine M. Pajak           $510
   Anthony Arnold               $335
   Kendra Johnson               $240

ST&G has provided pre-bankruptcy and insolvency advice and
services to the Debtors since the beginning of May of 2010.  ST&G
received a $152,504 retainer from HREP and an approximately
$152,503 retainer from ETP from the Debtors one year before the
commencement of these chapter 11 cases. Prior to the filing of the
Debtors' cases, ST&G drew down on the retainer in the approximate
amount of$39,900 for prepetition services rendered on HREP's
behalf and $39,900 for prepetition  services rendered on ETP's
behalf  Neither HREP nor ETP owes ST&G any amount for pre-petition
services.

            About Hassen Real Estate and Eastland Tower

Hassen Real Estate Partnership and affiliate Eastland Tower
Partnership are each engaged in the business of commercial real
estate development and operation in West Covina, California.  HREP
owns and operates a retail/office center known as the West Covina
Village Shopping Center, while ETP owns and operates an office
tower known as the Wells Fargo Bank Tower.

HREP filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-25499) on April 10, 2011.  The Debtor
estimated its assets and debts at $10 million to $50 million.
ETP (Bankr. C.D. Calif. Case No. 11-25500) simultaneously filed a
separate Chapter 11 petition.


HOWREY LLP: Court Order Allows Law Firm to Control Liquidation
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Howrey LLP fended off
creditors seeking an outsider to oversee its liquidation and won
the right to wind down its own operations in bankruptcy.

                        About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.  The firm
specialized in antitrust and intellectual-property matters.  The
three creditors filing the involuntary petition together have
$36,600 in claims, according to their petition.  The firm can
defeat the petition by showing it is generally paying debts as
they come due.  The firm can also consent to bankruptcy and
convert the case in Chapter 11, where the firm's management would
remain in control, at least initially.


HPT DEVELOPMENT: Reorganization Case Dismissed
----------------------------------------------
The Hon. Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona dismissed the Chapter 11 bankruptcy case of
HPT Development Corporation.

As reported in the Troubled Company Reporter on March 25, 2011,
the Bankruptcy Court approved a settlement agreement between
the Debtor and Heritage Bank wherein the bank would receive its
collateral and $125,000 in cash; and the bankruptcy case and a
state court action against the non-debtor guarantors and borrowers
would both be dismissed.

Pre-bankruptcy, the bank made construction and business loans to
the Debtor and Tay Land Holdings, LLC.  The bank contends that as
of the bankruptcy petition date, the amount due under the
construction loan is $11.7 million and under the business loan is
$1.5 million.  The loans are secured by property of the Debtor.

The bank initiated the state court action CV2009-038303 against
the borrowers and guarantors alleging default under the loans.  A
summary judgment motion by the bank has been granted, but no
judgment has been entered.

Under the settlement, the bank agreed to a broad release of its
claims against the borrowers and guarantors.  The accord ends
protracted litigation among the parties.

At a hearing on Feb. 25, D. Lamar Hawkins, Esq., at Aiken Schenk
Hawkins & Ricciardi P.C., attorney for HPT Development, told the
Court once the settlement is approved, the Debtor will make
payments and file a motion to dismiss the bankruptcy case.

As reported by the Troubled Company Reporter, the Bankruptcy Court
began hearings in July 2010 to consider the adequacy of the
Disclosure Statement.  The hearing, however, has been continued a
number of times due a dispute with Heritage Bank, on the valuation
of the Debtor's properties.  Heritage Bank sought a declaration
that the Debtor was a "single asset real estate," and that the
bank should be allowed to proceed with the pending trustee's sales
of the properties.  The Debtor opposed, asserting that the
property has equity as it is currently valued at $14.65 million,
well in excess of the bank's secured claims.  The Debtor has also
commenced an adversary proceeding against Heritage to enjoin the
bank from proceeding with a civil lawsuit.

Early in February month, the Debtor filed a plan supplement
containing a "liquidation analysis".  According to the liquidation
analysis, "[t]he Debtor asserts, but Heritage Bank disagrees, that
the amount of the secured claims is less than the value of the
assets."  The Debtor asserted that the assets have market value
totaling $14,868,000, compared to secured claims totaling
$13,302,000.

"If the Debtor is correct, the real property being turned over to
Heritage Bank, subject to the secured claim of Maricopa County,
frees up the remaining assets for the payment of administrative,
priority and general unsecured claims".

The Debtor opposes a liquidation of the assets under Chapter 7 as
the "full market value for the assets cannot be obtained."

                 About HPT Development Corporation

Paradise Valley, Arizona-based HPT Development Corporation filed
for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-
06294) on March 10, 2010.  Aiken Schenk Hawkins & Ricciardi P.C.
served as the Debtor's bankruptcy counsel.  The Company disclosed
$14,693,278 in assets and $14,952,270 in liabilities.


HYDROGENICS CORP: Posts $4.7 Million Net Loss in First Quarter
--------------------------------------------------------------
Hydrogenics Corporation reported a net loss of $4.7 million on
$7.4 million of revenues for the first quarter ended March 31,
2011, compared with a net loss of $2.1 million on $6.7 million of
revenues for the same period of 2010.

"Our first quarter results, with a 10% increase in revenues,
strong gross profit in our Power Systems business and awards for
hydrogen fuelling stations in Oslo, Norway and Istanbul, Turkey
along with contracts for the delivery of nine electrolyzers for
industrial gas applications meets our expectations.  Additionally,
we continued to advance our product development and
commercialization efforts with CommScope, Inc., in the first
quarter, as evidenced by completing the third tranche of our
subscription agreement and, thereby securing an additional
$2.0 million of equity", said Daryl Wilson, President and Chief
Executive Officer.

At March 31, 2011, the Company's balance sheet showed
$32.9 million in total assets, $18.9 million in total liabilities,
and stockholders' equity of $14.0 million.

There are material uncertainties related to certain conditions
and events that cast significant doubt on the Corporation's
ability to continue as a going concern, the Company said in the
filing.  "The events and conditions that cast significant doubt
include the Corporation's recurring operating losses and negative
cash flows from operations and the risk of not securing additional
funding.  The Corporation expects these conditions to continue in
the near term."

A copy of the first quarter 2011 consolidated financial statements
and results of operations is available at http://is.gd/QF0Nwf

A copy of the press release announcing Hydrogenics' first quarter
2011 results is available for free at: http://is.gd/RCUrx3

Hydrogenics Corporation (Nasdaq: HYGS) (TSX: HYG)
-- http://www.hydrogenics.com/-- together with its subsidiaries,
designs, develops and manufactures hydrogen generation products
based on water electrolysis technology and fuel cell products
based on proton exchange membrane, or PEM, technology.

Based in Mississauga, Ontario, Canada, Hydrogenics has operations
in North America and Europe.


INDAR KAUR: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Indar Jeet Kaur
        P.O. Box 581
        Acampo, CA 95220

Bankruptcy Case No.: 11-33839

Chapter 11 Petition Date: June 2, 2011

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

Judge: Ronald H. Sargis

Debtor's Counsel: Linda D. Deos, Esq.
                  LAW OFFICE OF LINDA D. DEOS
                  1007 7th Street, Suite 100
                  Sacramento, CA 95814
                  Tel: (916) 442-4442
                  Fax: (916) 244-7168
                  E-mail: linda@deoslaw.com

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

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

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


INNKEEPERS USA: Spars With Midland Over Deficiency Claim
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that hotel owner Innkeepers USA Trust, its owner Apollo
Investment Corp., and Midland Loan Services Inc., the largest
secured creditor, were in court yesterday, June 7, arguing over
whether Midland waived its right to a deficiency claim against
Innkeepers' parent Grand Prix Holdings LLC.

According to the report, Apollo said in a court filing it "has
reason to believe" Midland waived its deficiency claim of some
$115 million.  Midland is servicer for $825 million of fixed-rate
mortgages on 45 hotels.  Midland wants the judge to rule June 7
whether the claim is valid and whether it's entitled to vote the
claim on the Chapter 11 plan for the parent Grand Prix. Innkeepers
and Apollo both argue there is no reason for a ruling now.
Innkeepers says it's not even clear whether any money will be left
over for distribution to Grand Prix's creditors or shareholders.
Innkeepers' papers said the most recent estimate showed that Grand
Prix may have as much as $6.8 million for distribution or might
not have anything at all.

                    About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-13800) on July 19, 2010.
Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

The confirmation hearing for approval of Innkeepers' Chapter 11
plan is set for June 23.


JEFFERSON COUNTY: May Slash Jobs to Avoid Chapter 9 Filing
----------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that Jefferson County,
Alabama, on Monday reportedly proposed shedding one-third of the
county's workforce in order to avoid the largest municipal
bankruptcy in U.S. history.

The county's finance committee met Tuesday to discuss draconian
budget plans, which includes laying off 697 employees, a move that
would save the municipality about $12.3 million as it limps toward
the September end of its fiscal year, The Birmingham News
reported, Law360 says.

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.

Jefferson County is trying to restructure $3.2 billion in sewer
debt.  A bankruptcy by Jefferson County stands to be the largest
municipal bankruptcy in U.S. history.  It could beat the record of
$1.7 billion set by Orange County, California in 1994.

In September 2010, Alabama Circuit Court Judge Albert Johnson
named John S. Young Jr. LLC as receiver for the sewer system.


JEMANYA CORP: Involuntary Chapter 11 Case Dismissed
---------------------------------------------------
The Hon. Jerome Feller of the U.S. Bankruptcy Court for the
Eastern District of New York dismissed the Involuntary Chapter 11
case of Jemanya Corp. for failure to state a basis upon which an
order for relief can be entered.

AJ Iron Work, Har Ji Plumbing, and Image Renovation, filed for an
involuntary Chapter 11 protection for Brooklyn, New York-based
Jemanya Corp. (Bankr. E.D.N.Y. Case No. 11-41174) on Feb. 17,
2011.  Bankruptcy Judge Jerome Feller presides over the case.  The
petitioners were represented by Norma E. Ortiz, Esq., at Ortiz &
Ortiz LLP.


KENTUCKIANA HOSPITAL: Plan Exclusivity Extended Until July 18
-------------------------------------------------------------
Ben Zion Hershberg at the Courier Journal reports that U.S.
Bankruptcy Judge Basil Lorch III has set a July 18 deadline for
the Kentuckiana Medical Center LLC to develop a plan to solve its
financial problems.

"That will be the final extension of exclusivity," Judge Lorch
said, referring to his order after the Clarksville Hospital
declared bankruptcy in September allowing the hospital's managers
to create a reorganization plan.

According to the report, it's likely that the hospital's fate will
be known well before the July 18 deadline.

The Courier Journal relates that Neil Bordy, a lawyer for the
medical center, said many of the hospital's financial problems may
be resolved at a July 1 hearing on the value of the hospital's
real estate.  The real estate is owned by a company that,
technically, is separate from the company that runs the hospital.

Mr. Bordy said the hospital's top management - which also controls
the real-estate company - is seeking an $11 million loan from a
California venture-capital company that would be secured by the
real estate.  The money would be used to complete the hospital,
Mr. Bordy said, adding beds and putting the emergency room in use
to generate additional revenue.

The hospital real-estate company, says courier-journal.com, also
is getting an appraisal that will help determine whether the land
and building are valuable enough to secure the $11 million loan in
addition to the $20 million mortgage already on the property.

                         Ch. 7 Conversion

Meanwhile, the Courier Journal reports that Jeff Heller, a lawyer
for the hospital's unsecured creditors, said his clients would
agree to delay until July 12 a hearing on their motion to convert
the hospital's Chapter 11 reorganization to a Chapter 7
liquidation.  The center's lawyers have told Mr. Heller "they're
expecting a large Medicare payment and believe when that comes in,
they can get current on administrative expenses. They also are
getting an appraisal of the real property."

                      About Kentuckiana Medical

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.


KIEBLER RECREATION: Creditors Want Trustee to Take Over
-------------------------------------------------------
Ed Palattella at Erie Times-News reports that the owner of Peek'n
Peak Resort and Spa risks losing control of the ski and golf
complex even before it is sold in U.S. Bankruptcy Court by
Sept. 1, 2011.

According to the report, the Peak's creditors are pushing for a
court-appointed trustee to take over operations of the 1,150-acre
complex from Paul E. Kiebler IV, the Cleveland-area developer
whose company, Kiebler Recreation LLC, owns the Peak, near Findley
Lake, N.Y.  Without a trustee, the creditors claim, the Peak could
close before a sale.

Eerie Times-News says the creditors, including Huntington National
Bank, which Kiebler Recreation owes more than $17 million, are
claiming Paul Kiebler is failing to follow the sale plan he
accepted at a court hearing May 24.  The sale hearing is scheduled
for Aug. 9, at the federal courthouse in Cleveland, with the sale
to be complete by Sept. 1.

Mr. Kiebler, the creditors are claiming, has failed to approve the
application of a chief restructuring officer, or CRO, who is
supposed to prepare the Peak for the sale.  Mr. Kiebler is also
refusing to approve the hiring of an investment banker, another
provision of the court order that details the sale plan, the
creditors said.

Mr. Kiebler's lack of cooperation, "if allowed to continue,
threatens to force a liquidation and the cessation of operations
of the Peek'n Peak resort," a lawyer for a creditors' committee
said in a court filing on Friday.  "This nightmare scenario is
entirely preventable."

Erie Times-News relates that the creditors want U.S. Bankruptcy
Judge Randolph Baxter, seated in Cleveland, to appoint a trustee
to oversee the Peak and get it ready for sale at a public auction.

If Kiebler remains in charge, the creditors are claiming, the Peak
will continue to lose money and the sale will be in jeopardy.
Proceeds from the sale will go to Huntington and the other
creditors, whom Kiebler Recreation owed a total of $28 million
when it filed for bankruptcy, notes Eerie Times-News.

The creditors in the Peak case, according to the report, said
another reason for a trustee is Mr. Kiebler's inability to develop
a reorganization plan for Kiebler Recreation, which filed for
Chapter 11 bankruptcy on May 26, 2010.  The reorganization plan
would have allowed Kiebler Recreation to pay its debts without a
sale of the Peak.

                    About Kiebler Recreation

Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational
and leisure facility.

Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n
Peak Resort, filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ohio Case No. 10-15099) on May 26, 2010.  Robert C. Folland,
Esq., at Thompson Hine LLP, represents the Debtor.  The Company
estimated assets and debts at $10 million to $50 million as of the
Petition Date.

An affiliate, Kiebler Slippery Rock, LLC, filed a separate Chapter
11 petition on September 25, 2009 (Bankr. N.D. Ohio Case No. 09-
19087).


LA VILLITA: Court OKs Retention of Ernst & Young as Accountants
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
approved La Villita Motor Inns JV's application to employ Ernst &
Young as its accountants.

Ernst & Young does not hold or represent an interest adverse to
the Debtor, its creditors, or its estate with respect to the
matters for which EY will be engaged and are otherwise
"disinterested persons" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The employment and retention of EY is based upon the sound
business judgment of the Debtor and is necessary and in the best
interests of the Debtor, its estate and its creditors.

The Debtor understands that EY will charge a flat rate of $6,000
for its services ($4,000 to be paid upon approval of EY's
retention by this Court and the remainder plus any expenses upon
completion of the services.

                     About La Villita Motor Inns JV

San Antonio, Texas-based La Villita Motor Inns JV is a joint
venture, formed on or about April 14, 1980, that owns and operates
a hotel located at 100 La Villita in San Antonio, Texas, known as
the Riverwalk Plaza Hotel.  It filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Tex. Case No. 10-54864) on Dec. 17, 2010.
Debra L. Innocenti, Esq., at Oppenheimer Blend Harrison & Tate,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
assets at $10 million to $50 million and debts at $1 million to
$10 million.


LANDMARK MEDICAL: Judge Rules Steward Health Can Discuss Takeover
-----------------------------------------------------------------
Robert Weisman at Boston.com reports that a judge in Rhode Island
ruled that Boston's Steward Health Care Systems LLC could move
forward with negotiating a takeover of financially troubled
Landmark Medical Center in Woonsocket, which has been in court-
appointed receivership for the past three years.

Landmark had begun talking about a sale to Steward Health Care's
predecessor, Caritas Christi Health Care, in 2009 but talks broke
off without an agreement last December, according to the report.
The report relates that the parties recently resumed negotiations
and were working to finalize the terms of a buyout agreement.

Boston.com notes that the deal, which will require approval by
state regulators in Rhode Island, would represent Steward Health
Care's first out-of-state acquisition.  The eight-month-old
holding company has been building a chain of for-profit community
hospitals in Massachusetts and beyond under the direction of its
ambitious chief executive, Ralph de la Torre, the report relates.

The talks with Landmark Medical had bogged down last year partly
because Steward executives were unable to negotiate higher
payments from Blue Cross Blue Shield of Rhode Island, the state's
largest health insurer, Boston.com recalls.

The report notes that Blue Cross and Steward Health still have not
agreed on a new insurance contract for Landmark, and the insurer
today objected to the pace at which Landmark's talks with Steward
is moving.

Blue Cross is one of Landmark's largest creditors and is owed $3
million by the Woonsocket hospital, said Kimberly Reingold, a
spokeswoman for the insurance carrier, the report discloses.
Since the Landmark talks with Steward broke off last year, Blue
Cross has been negotiating with several other potential buyers of
the community hospital, she added.

Steward Health Care was created by private equity firm Cerberus
Capital Management to run the six Catholic hospitals in the
Caritas system it bought last fall, including St. Elizabeth's
Medical Center and Carney Hospital in Boston, converting them from
non-profit to for-profit status.


LAS LOMAS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Las Lomas Construction SE
        P.O. Box 346
        San German, PR 00683

Bankruptcy Case No.: 11-04774

Chapter 11 Petition Date: June 2, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Maria Soledad Lozada Figueroa, Esq.
                  MS LOZADA LAW OFFICES
                  254 San Jose St., Suite 3
                  San Juan, PR 00901
                  Tel: (787) 520-6002
                  Fax: (787) 520-6003
                  E-mail: lcdamslozada@gmail.com

Scheduled Assets: $5,472,664

Scheduled Debts: $9,301,949

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb11-04774.pdf

The petition was signed by Pedro E. Lluch Martinez, president.


LEHMAN BROTHERS: Proposes Settlement With 1107 Broadway
-------------------------------------------------------
Lehman Brothers Holdings Inc. asks the U.S. Bankruptcy Court for
the Southern District of New York to approve a settlement
agreement with 1107 Broadway LLC to recover its stake in a
Manhattan property.

LBHI previously filed a lawsuit in the New York Supreme Court
against 1107 Broadway seeking foreclosure of the property, a 16-
story building in Manhattan owned by 1107 Broadway.  The company
also filed separate lawsuits seeking foreclosure sale of its
interest in 1107 Broadway Mezz I LLC as well as the interest of a
Lehman subsidiary in the equity of 1107 Broadway Mezz II LLC.

The lawsuits came after 1107 Broadway failed to implement its
development plan to convert the property into a luxury
condominium and defaulted on its payment obligations to LBHI.
LBHI agreed to provide as much as $343.4 million to 1107 Broadway
entities to acquire the property and complete the development
project.

The proposed settlement provides for an auction that allows LBHI
to maximize its recovery from the property and, in case the
auction is not successful, contains a mechanism for the company
to take title to the property without contested litigation,
according to Lehman lawyer, Jacqueline Marcus, Esq., at Weil
Gotshal Manges LLP, in New York.

The settlement agreement provides for 1107 Broadway's entry into
a sale agreement with a third party called 1107 Broadway Owner
LLC to purchase the property for $161.5 million.  1107 Broadway
Owner's offer will serve as the stalking horse bid or the lead
bid at the auction.

The settlement agreement also calls for the withdrawal of claims
filed by the borrowers and the guarantor, Yitzchak Tessler, in
LBHI's bankruptcy case and for the mutual releases of claims
involving the Manhattan property.

If the Court approves the settlement agreement before June 17,
2011, the auction will be scheduled for June 29, 2011.  Any
interested buyer is required to deposit a sum of $5 million and
submit a form of sale agreement by June 27, 2011.

A full-text copy of the settlement agreement is available without
charge at:

  http://bankrupt.com/misc/LBHI_Settlement1107Part1.pdf
  http://bankrupt.com/misc/LBHI_Settlement1107Part2.pdf
  http://bankrupt.com/misc/LBHI_Settlement1107Part3.pdf
  http://bankrupt.com/misc/LBHI_Settlement1107Part4.pdf
  http://bankrupt.com/misc/LBHI_Settlement1107Part5.pdf

The Court will hold a hearing on June 15, 2011, to consider
approval of the proposed settlement.  The deadline for filing
objections is June 8, 2011.

                     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: LCPI Has Settlement with Latshaw Drilling
----------------------------------------------------------
Lehman Commercial Paper Inc. has asked the U.S. Bankruptcy Court
for the Southern District of New York to approve an agreement to
settle its claims against Latshaw Drilling Company LLC and
Latshaw Drilling and Exploration Company Inc.

The claims, each asserting not less than $45,847,390, were filed
in a bankruptcy court in Oklahoma, which oversees Latshaw's
Chapter 11 cases.  The claims stemmed from the 2008 credit
agreement, under which LCPI and two other lenders, Ableco Finance
LLC and A3 Funding LP, agreed to provide financing to Latshaw.

The filing of LCPI's claims drew objection from the Latshaw
entities, which sought to either disallow the claims or recoup
against those claims the damages they incurred from LCPI's
alleged failure to provide financing under the credit agreement.

Under the proposed settlement, LCPI's claims will be reduced and
allowed.  The company will receive a lump-sum payment with
respect to certain payments that were deposited in escrow
pursuant to Latshaw's restructuring plan.  LCPI will also receive
additional payments for its claims over the term of the new
credit agreement, which it entered into with Latshaw and Ableco
in August 2010.

The proposed deal also requires LCPI to file with the Oklahoma
bankruptcy court a supplement to another claim it asserts against
Latshaw for expenses entitled to priority.  The Oklahoma
bankruptcy court will determine the allowed amount of that claim,
which will be added to the principal amount owed to LCPI under
the new credit agreement.

The settlement agreement requires approval of both the Oklahoma
bankruptcy court and the New York bankruptcy court, which
oversees LCPI's Chapter 11 case.

The payments made by Latshaw under the proposed settlement and
the new credit agreement will be distributed to LCPI's creditors,
according to Howard Liao, Senior Vice-President for LAMCO LLC's
Private Equity and Principal Investments.

The New York Bankruptcy Court will hold a hearing on June 15,
2011, to consider approval of the settlement agreement.

                     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: Wants Goldman Forced to Produce Documents
----------------------------------------------------------
Lehman Brothers Holdings Inc. asks Judge Peck to order Goldman
Sachs & Co. and Goldman Sachs Group Inc. to turn over documents
related to an ongoing investigation into whether rumors about the
company's condition damaged its business during the 2008
financial crisis.

LBHI is seeking in particular e-mails and instant messages of
Goldman Sachs custodians in New York who were involved in
marketing prime brokerage services to hedge funds and in London-
based proprietary trading of Lehman securities.

LBHI's investigation reportedly reveals that some Goldman Sachs
employees may have been involved in originating or spreading
rumors about the company.  The documents sought by the company
are needed to determine whether to make claims against Goldman
Sachs.

Gary Dunn, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in
New York, complained that Goldman Sachs was slow in identifying
the custodians and was unable to say when the turnover of
documents would be completed.

"Goldman Sachs is deliberately moving at a glacial pace in an
effort to run out the statute of limitations without producing
the requested documents," the Lehman lawyer said in court papers.

LBHI is asking the bankruptcy judge to compel Goldman Sachs to
turn over the documents within two weeks of his decision.

Judge Peck will hold a hearing on June 15, 20ll, to consider
approval of the request.  The deadline for filing objections is
June 8, 2011.

                     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: Wins Nod to Adjust Kramer Levin Terms
------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliates sought and
obtained the Bankruptcy Court's authority to modify the procedures
for compensating and reimbursing Kramer Levin Naftalis & Frankel
LLP, as special counsel to the Debtors, effective as of October 1,
2010.

Kramer Levin has been engaged by the Debtors to provide
employment law related services, and was retained as an "Ordinary
Course Professional" since October 2008, Richard Krasnow, Esq.,
at Weil Gotshal & Manges LLP, in New York, told the Court.  He
asserted that this application is solely intended to put in place
a different payment mechanism with respect to Kramer Levin's fees
and expenses incurred in providing those legal services it has
been providing.

During the course of the bankruptcy cases, Kramer Levin has been
providing legal services with respect to the Representative
Matters, on behalf of the Debtors, as an OCP pursuant to the
Court's amended order authorizing the Debtors to employ OCPs, Mr.
Krasnow related.  He said that Kramer Levin was included in the
second amended list of OCPs.

The Amended OCP Order authorizes the Debtors to pay compensation
to and reimburse the expenses of OCPs in the full amount billed
by each OCP "upon receipt of reasonably detailed invoices
indicating the nature of the services rendered and calculated in
accordance with such professional's standard billing practices."
In accordance with the Amended OCP Order, Kramer Levin provided
services to the Debtors and was or will be compensated for those
services upon the presentation of detailed invoices indicating
the nature of the services rendered, which were calculated in
accordance with Kramer Levin's standard billing practices.

The Amended OCP Order further provides that payment to any OCP
will not exceed $1 million for the period prior to the conversion
of, dismissal of, or entry of a confirmation in the cases, and
that in the event payment to any OCP exceeds $1 million during
the Chapter 11 Period, the OCP will be required to file a
retention application to be retained as a professional pursuant
to Sections 327 and 328 of the Bankruptcy Code.

Mr. Krasnow said that Kramer Levin's fees and expenses as of
October 1, 2010, approximated the $1 million compensation cap for
OCPs during the Chapter 11 Period.

The Debtors said that Kramer Levin provided necessary services,
those services are of value to the bankruptcy estate and the
continued retention of Kramer Levin is necessary and appropriate.
By this application, the Debtors proposed that Kramer Levin
continue to advise them in connection with the Representative
Matters.  They also asked that the modification of the procedures
for compensating and reimbursing Kramer Levin be made effective
as of October 1, 2010, to ensure that Kramer Levin is compensated
for all of its services to the Debtors.

Kramer Levin will be paid based on its customary hourly rates for
services rendered that are in effect from time to time.  Kramer
Levin current hourly billing rates range from $685 to $995 for
partners, $670 to $1,050 for counsel, $395 to $735 for
associates, and $250 to $300 for paralegals.  Kramer Levin will
also be reimbursed for its reasonable and necessary expenses.

Kevin B. Leblang, Esq., a Kramer Levin partner, assured the Court
that his firm does not hold or represent an interest that is
adverse to the Debtors or their estates in the matters for which
it is proposed to be retained, subject to the previous
disclosures contained in its OCP Affidavits.

                     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: Parties React to Claims Determination Protocol
---------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors have
sought court approval to implement a process to determine the
allowed amount of more than 21,000 proofs of claim for the purpose
of voting and distribution under their proposed Chapter
11 plan.

As reported in the May 4, 2011 edition of the Troubled Company
Reporter, the claims, aggregating $55 billion, are based on
structured securities issued or guaranteed by LBHI.  A list of
these claims is available without charge at:

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

"The procedures proposed are intended to ease the administration
of the immense number of these complex claims while neither
affecting nor modifying in any way the substantive rights of any
claimant to dispute LBHI's proposed allowed claim amounts," says
the Debtors' lawyer, Alfredo Perez, Esq., at Weil Gotshal &
Manges LLP, in Houston, Texas.

A full-text copy of the proposed order detailing the securities
claim determination process is available without charge at:

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

                           Responses

A. Creditors' Committee

In a statement, the Official Committee of Unsecured Creditors
agrees with the Debtors that their proposed structured securities
claim procedures are in the best interests of the bankruptcy
estates and creditors because absent streamlined procedures to
administer those claims, the Debtors would be forced to resolve
each claim through expensive and time consuming litigation either
before the Court or through the ADR procedures.  That litigation
would likely delay both voting on the Plans and Plan
distributions to all creditors, the Creditors' Committee says.
Accordingly, the Creditors' Committee is not objecting to the
limited relief regarding the proposed procedures requested in the
Motion.

However, based on the sample testing conducted by the Creditors'
Committee's financial advisors on the valuations of the
underlying Structured Securities, result shows that there may be
statistically relevant discrepancies between the Debtors'
prepetition valuations and the values arrived at through the
Creditors' Committee's sample testing process, Dennis Dunne,
Esq., at Milbank Tweed Hadley & McCloy LLP, in New York, tells
Judge Peck.

Because neither the Creditors' Committee nor the Debtors have
reached closure on their respective reassessments of the accuracy
of the Debtors' prepetition valuations, the Creditors' Committee
will continue to work with the Debtors to ascertain whether this
statistical sample evidences a broader valuation problem and, if
it does, to reach a satisfactory resolution of this issue, Mr.
Dunne says.  Nevertheless, he explains, if the Creditors'
Committee's concerns have not been resolved by the time the
Debtors seek to publish the proposed allowed claim amounts and
mail the notices to claimants, the Creditors' Committee may take
the position that the proposed allowed claim amounts should not
be disseminated.  Hence, the Creditors' Committee reserves all of
its rights, including the right to object to the dissemination of
the list of the proposed allowed claim amounts on or before June
15, 2011, in the event the Creditors' Committee concludes that
the claim amounts produced by the Debtors' methodologies are not
sound.

B. Commerzbank

Commerzbank AG tells Judge Peck that it recognizes the potential
burden on Debtors, creditors, and the Court, which the Motion
seeks to alleviate, and does not oppose, in concept, the approval
of procedures to coordinate the process of determining allowed
amounts of claims filed based on Structured Securities.  However,
Commerzbank says its objects to the Motion because:

   (i) its proposed procedures will produce the unfair result of
       different maximum allowable amounts being applied to a
       single security held by multiple creditors; and

  (ii) it fails to provide adequate procedures to govern the
       objection stage of the process, in the event that a
       creditor responds to a notice and no consensual
       resolution is reached.

C. Non-Consolidation Plan Proponents

These Non-Consolidation Plan Proponents, many of which are also
holders of "Structured Securities" issued or guaranteed by LBHI,
jointly filed a limited objection to the Motion:

  * Deutsche Bank AG;

  * Cyrus Capital Partners LP, Silver Point Capital L.P., and
    York Capital Management Global Advisors LLC;

  * Credit Agricole CIB;

  * Credit Suisse International;

  * certain funds managed by and affiliated with Angelo, Gordon
    & Co. L.P., Contrarian Capital Management LLC, Goldentree
    Asset Management LP, Hayman Capital Management LP,
    Knighthead Capital Management LLC, Mason Capital Management
    LLC, Mount Kellett Capital Management, Oaktree Capital
    Management L.P., and Serengeti Asset Management LP;

  * The Royal Bank of Scotland plc;

  * Oaktree Capital Management L. P., solely in its capacity as
    agent on behalf of certain funds advised by it or their
    respective subsidiaries, and Silver Point Capital, L.P. on
    behalf of its affiliated investment funds; and

  * D. E. Shaw Composite Portfolios L.L.C., D. E. Shaw Oculus
    Portfolios L.L.C., Goldman Sachs Bank USA, and Goldman Sachs
    International.

The Plan Proponents and Holders say they are generally supportive
of the relief requested in the Motion, and object only to the
extent that the Debtors effectively seek to tether final
allowance of Structured Securities Claims to confirmation of
their Plan by reserving the right to nullify their own proposed
procedures -- and the results thereof -- if the Debtors' Plan is
not confirmed.

By fixing the liquidated amount of Structured Securities Claims
exclusively for voting and distribution purposes under the Plan,
the Debtors appear to be seeking to convert a necessary and
beneficial process for determining the allowed amount of certain
complex claims into a tactical option that may be exercised in
the Plan confirmation arena, the Plan Proponents and Holders
contend.  They argue that there is nothing in the Bankruptcy Code
that contemplates or permits the allowance of claims in a
particular amount if one plan is confirmed and the allowance of
the same claims in a different amount if another plan is
confirmed or if no plan is confirmed.

D. LBIE

Lehman Brothers International (Europe) joins in the the Plan
Proponents and Holders' Limited Objection to the extent that the
objection asserts that the allowed claim amounts determined in
accordance with the proposed procedures should be approved for
all purposes and not just for the purposes of voting and
distribution under the Debtors' Plan.

LBIE argues that the Debtors should not be permitted to allow
claims for the purposes of voting and distribution under their
Plan, but then object to the use of those allowed amounts for the
same purposes in plans proposed by other parties.  The Debtors'
fiduciary duties with respect to claims reconciliation apply
irrespective of which plan is confirmed, and the Debtors should
not be allowed to use the claims reconciliation process to
unfairly tilt the playing field towards their Plan, LBIE points
out.

E. State Street

State Street Bank and Trust Company objects only to the Debtors'
effort to link the process to confirmation of their proposed
Plan.

Subjecting holders of derivative claims to a process in which the
obvious and implied threat is that claim allowance will be
hostage to support of the Debtors' Plan would raise troubling
incentives, and troubling questions, Sabin Willett, Esq., at
Bingham McCutchen LLP, in Boston, Massachusetts --
sabin.willett@bingham.com -- tells the Court.

"The unfairness would be felt equally by other creditors, such as
State Street, that hold no such claims," Mr. Willett contends.
"Such creditors would be harmed by a process in which derivative
creditors were 'bought off' to support a substantive
consolidation unfair to them and to other creditors, through
being forced to the choice of capitulation, or interminable
claims litigation," he explains.

If the Debtors, the Creditors Committee, and the derivative
creditors have devised a process for resolving disputes regarding
their claims, that process should be approved, and applicable
under any plan that the Court considers or confirms, Mr. Willett
argues.  He points out that plan disputes should proceed
independently.

                     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: Wins Approval of NY Finance Dept. Settlement
-------------------------------------------------------------
U.S. Bankruptcy Judge James Peck granted Lehman Brothers' request
for authority to settle and satisfy corporate franchise tax claims
of the New York State Department of Taxation and Finance.

Prior to their bankruptcy filing, Lehman Brothers Holdings Inc.,
as parent of the Lehman enterprise, was responsible for filing
combined New York State franchise tax returns with respect to
most Lehman entities subject to taxation in that state, and for
paying on behalf of those entities any corporate franchise taxes.

The New York State tax code provides that corporate franchise tax
liability is joint and several, allowing the New York State
Department of Taxation and Finance to seek to recover the Lehman
entities' aggregate liability from any taxpayer, including LBHI,
which was included in the combined return.

LBHI, on behalf of the Lehman entities, is currently engaged in
certain disputes with the NYSDTF regarding those entities'
liability for corporate franchise taxes for the 1992 to 2007 tax
years.

The NYSDTF has asserted that some of LBHI's affiliated debtors
have liability on account of those disputes that could exceed
$1.2 billion, and has filed proofs of claim for that amount.

If the Debtors and the NYSDTF are unable to resolve the disputes
consensually, they will be forced to litigate and given the
unsettled nature of the applicable law, the Debtors' ability to
obtain a favorable outcome is uncertain and would, in any case,
be protracted and expensive, according to the Debtors' attorney,
Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York.

To avoid the expense and delay of the litigation, LBHI and the
NYSDTF reached a settlement memorialized in a closing agreement
dated April 15, 2011.

The Closing Agreement requires LBHI to make a fixed payment of
$144,128,249 to the NYSDTF in full and final satisfaction of the
Lehman entities' liability for corporate franchise tax for the
1992 to 2007 tax years.  In return, NYSDTF agreed to withdraw the
proofs of claim and release the Debtors from further liability
for corporate franchise tax for that period.

A full-text copy of the Closing Agreement is available for free
at http://bankrupt.com/misc/LBHI_SettlementNYSDTF.pdf

                         *     *     *

In his order approving the settlement, Judge Peck maintained that
any objections to the request that have not been resolved or
withdrawn are disallowed.

The Court also approved the Debtors and NYSDTF's settlement
memorialized in a closing agreement dated April 15, 2011.  The
Closing Agreement requires Lehman Brothers Holdings Inc. to make
a fixed payment of $144,128,249 to the NYSDTF in full and final
satisfaction of the Lehman entities' liability for corporate
franchise tax for the 1992 to 2007 tax years.  In return, NYSDTF
agreed to withdraw the proofs of claim and release the Debtors
from further liability for corporate franchise tax for that
period.

LBHI is authorized, but not directed, to perform all of its
obligations under the Closing Agreement.  LBHI will make an
equitable allocation among, and have allowed claims against,
Debtor and non-Debtor entities based on each entity's allocable
share of the Payment Amount, taking into account, among other
things, historic tax sharing principles, provided that nothing in
the Order, including the disallowance and expungement of the
Claims, will affect (i) LBHI's right or claim for reimbursement
or contribution from each member of the Combined Group of its
allocable share of the Payment Amount, or (ii) the rights of any
member, or the right of any party-in-interest, to challenge the
allocation or the priority thereof on any grounds.

Upon LBHI's filing of a certification of payment of the Payment
Amount, all claims filed by the NYSDTF, including Claims Nos.
417, 1237, 4867, 7750, 11037, 65278, 66268, 66553, 66598, 66975,
67112, 67225, and 67313, will be disallowed and expunged in their
entirety.

Prior to the entry of the Order, James W. Giddens, as trustee for
the SIPA liquidation of Lehman Brothers Inc., and the Ad Hoc
Group of Lehman Brothers Creditors filed separate statements
saying they both have no objections to the relief sought.
However, both parties were concerned about the allocation of the
liability in the amounts paid to the NYSDTF under the Closing
Agreement.

                     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)


LEVELLAND/HOCKLEY: Tenaska BioFuels Bolts Out of Processing Deal
----------------------------------------------------------------
Walt Nett at Lubbock Avalanche-Journal reports that Tenaska
BioFuels has backed out of a proposed processing agreement with
Levelland's ethanol plant after a federal bankruptcy judge turned
down the plant's request to seal the draft agreement from public
view.

According to the report, GE Business Financial Services, which
represents the Levelland-Hockley County Ethanol plant's largest
secured creditor in the Chapter 11 bankruptcy case, had objected
to the request, as did the unsecured creditors committee.

Judge Robert Jones turned down the request without explanation
last month, according to the Journal.

The agreement would have been available on a non-disclosure basis
to the creditors in the case.  The plant's lawyers then withdrew
the request reserving the right to refile the request should
Tenaska change its mind, notes the Journal.

Under the deal, Tenaska would have supplied grain, natural gas and
chemicals to the plant and marketed the ethanol and distilled
grains.  The plant would have received net sales proceeds minus a
processing fee paid to Tenaska on the ethanol sales.

GE expressed concerns at the time that such a deal would prevent
the plant from being used for other purposes.

                      About Levelland Ethanol

Levelland/Hockley County Ethanol LLC is a Texas limited liability
company that owns and operates a 40 million gallon per annum
Ethanol production plant located in Levelland, Hockley county,
Texas.  The LLC has over 100 members many of whom are local
farmers, business people and civic leaders.  A recent appraisal of
its facility values its assets, with the Plant under full
operation, at over $51.5 million.

Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-50162) on April 27, 2011, represented by lawyers
at Block & Garden, LLP, in Dallas.  In its petition, the Debtor
estimated $50 million to $100 million in assets and $10 million to
$50 million in debts.


LONE TREE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Lone Tree Office Partners,LLC
        9350 Teddy Lane
        Lone Tree, CO 80124

Bankruptcy Case No.: 11-23112

Chapter 11 Petition Date: June 1, 2011

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

Judge: A. Bruce Campbell

Debtor's Counsel: Michael A Smith, Esq.
                  JACOBS CHASE, LLC
                  1050 17th St., Suite 1500
                  Denver, CO 80265
                  Tel: (303) 389-4643

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

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

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


LONE TREE: 2nd Amended Plan Confirmed; July 6 Hearing Vacated
-------------------------------------------------------------
On May 27, 2011, the U.S. Bankruptcy Court for the District of
Arizona entered its order confirming Lone Tree Investments, LLC,
and its debtor-affiliates' second amended joint plan of
reorganization and vacating hearings set for July 6 and Sept. 12,
Sept. 13, and Sept. 14, 2011.

The treatment of the Allowed Secured Claim of Silverleaf
Acquisition Holdings, LLC, as successor-in-interest to Johnson
Bank, found in Section IV(C) beginning on page 9 of the Plan was
replaced in its entirety.

$7,000,000 ("Payment Tranche One") and all interest accrued
thereon will be due and payable on or before May 24, 2014, subject
to acceleration should certain benchmarks not be met.  Until
Payment Tranche One and all interest due thereon have been paid in
full, the net proceeds of sales of the collateral held by
Silverleaf will be paid 50% to Silverleaf and 50% to the Debtors.

After Payment Tranche One is paid in full, the net proceeds of
sales of the collateral subject to the Silverleaf deed of trust
will be paid as follows:

a. First 100% to Flagstaff Acquisitions, LLC ("FAL") in an amount
   equal to the total amount of the FAL Loan, plus interest;

b. Then, at all times when the balance of the FAL Loan is at zero,
   60% to Silverleaf and 40% to FAL until Silverleaf receives
   $10,000,000; and

c. Thereafter, all profits will be shared 50% to Silverleaf
   and 50% to FAL.

The provisions in the Second Amended Plan which provided that the
allowed claims of FAL "shall be paid in full after the Allowed
Secured claim of Silverleaf" is deleted.  The Allowed Unsecured
Claim of FAL will share in the 60%/40% split and the 50%/50% split
with Silverleaf as set forth in the previous paragraph.  Interest
will accrue and will be paid at the Plan Rate.  FAL, whose claim
in listed in the Schedules in the approximate amount of
$17,800,000, is an affiliate of the Debtors.

The section of the Plan entitled "Implementation and Funding,"
found at Section V(A) on page 17, will be replaced in its entirety
with the following:

Notwithstanding anything in the Plan to the contrary, FAL will be
granted a first-position lien on all property currently subject to
the lien of Silverleaf's deed of trust (except Elk Pass Unit 46)
to secure a revolving credit facility of up to $7,000,000 extended
to the Debtors (the "FAL Loan").  The lien will be evidenced by a
deed of trust in favor of FAL recorded with the Coconino County
Recorder's Office (the "FAL Deed of Trust").  The amounts
outstanding on the FAL Loan will bear interest from the
date advanced until paid at the rate of 6.86%.  The Debtors will
be able to draw on the FAL Loan to cover (a) all reasonable and
necessary operating expenses of the businesses run by the Debtors
(but not for any improvement of undeveloped parcels, vertical
product or spec homes) and (b) all payments due by Debtors under
their Confirmed Plan of Reorganization.

A copy of the May 27, 2011 Confirmation Order is available at:

     http://bankrupt.com/misc/lonetree.confirmationorder.pdf

A copy of the Debtors' Second Amended Joint Plan of
Reorganization, dated May 23, 2011, is available at:

       http://bankrupt.com/misc/lonetree.2ndamendedplan.pdf

                   About Lone Tree Investments

Lone Tree Investments, LLC, is the primary developer of Pine
Canyon, a 620-acre private residential golf course community in
Flagstaff, Arizona.  It also owns all of the undeveloped parcels
in the subdivision that are intended for future residential
housing.

Flagstaff Acquisitions, LLC, owns 99% of Lone Tree, and Central
and Osborn Properties, Inc., which serves as manager of Lone Tree,
owns the remaining 1%.

Creekside Village Homes, LLC, a wholly owned subsidiary of Lone
Tree, has constructed and sold 92 single-family homes within the
Creekside neighborhood of Pine Canyon.

Deer Creek Crossing, LLC, a wholly owned subsidiary of Lone Tree,
is the developer of the newest neighborhood in Pine Canyon.  It
was originally platted for 38 single-family residential lots and
marketed as another "turnkey" area.  No such sales have been made
and, recently, seven of the 38 parcels were re-platted to 11
"cabin" lots on which smaller single family residences could be
built.

Elk Pass, LLC, a wholly-owned subsidiary of Lone Tree, is
developing the initial townhome neighborhood of Pine Canyon.
There are 23 planned buildings, with two attached residences in
each.  Thirteen buildings (26 residences) have been constructed
and 24 of the residences have been sold.

Mountain Vista at Pine Canyon, LLC, a wholly owned subsidiary of
Lone Tree, is developing 60 condominiums at Pine Canyon.  Three of
the planned 15 four-unit buildings (12 unit's total) have been
completed and nine of those units have been sold.

Pine Canyon Golf, LLC, a wholly owned subsidiary of Lone Tree,
operates The Pine Canyon Club and owns no real property.  It
manages the Clubhouse, golf course, fitness center and spa, pro
shop, tennis courts, swimming pools, children's activities, and
other club amenities.

Lone Tree, together with its five affiliates, filed for Chapter 11
bankruptcy protection on August 24, 2010 (Bankr. D. Ariz. Lead
Case No. 10-26776).  In its schedules, the Debtor disclosed
$41,930,592 in assets and $58,782,361 in liabilities.

Polsinelli Shughart, P.C., serves as the Debtors' bankruptcy
counsel.  The Debtors also tapped Gammage & Burnham, P.L.L.C, as
special counsel.  Udall Law Firm L.L.P. acts as special litigation
counsel.  The Debtors also hired Guest, Schutte, Cosper &
Ledbetter, L.L.P. to assist with the accounting during their
reorganization and review the Debtors' financial statements.

The U.S. Trustee was unable to appoint a Committee of Unsecured
Creditors.


LYONDELL CHEMICAL: Huntsman Settles Urethane Antitrust Litigation
-----------------------------------------------------------------
Melissa Lipman at Bankruptcy Law360 reports that Huntsman
International LLC has agreed to pay $33 million to settle claims
from direct purchasers in multidistrict urethane antitrust
litigation, while Lyondell Chemical Co. likewise reached a deal to
exit the long-running case in Kansas, the plaintiffs said
Thursday.

Seegott Holdings Inc., Quabaug Corp. and Industrial Polymers
Inc. -- the representatives for the direct purchaser class --
asked the Kansas federal court to sign off on the two settlements,
which would leave only Dow Chemical Co. and BASF Corp. as
defendants in the case, according to Law360.

                       About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as part
of the USUS$12.7 billion merger. Len Blavatnik's Access Industries
owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed for
Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A.
and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the successor
of the former parent company, LyondellBasell Industries AF S.C.A.,
a Luxembourg company that is no longer part of LyondellBasell.
LyondellBasell Industries N.V. owns and operates substantially the
same businesses as the previous parent company, including
subsidiaries that were not involved in the bankruptcy cases.
LyondellBasell's corporate seat is Rotterdam, Netherlands, with
administrative offices in Houston and Rotterdam.


MATERA RIDGE: Chapter 11 Reorganization Case Dismissed
------------------------------------------------------
The Hon. Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada dismissed the Chapter 11 case of Matera Ridge
LLC.

As reported in the Troubled Company Reporter on Feb. 3, 2011.
August B. Landis, Acting United States Trustee for Region 17,
argued that the Debtor failed to:

   -- file all requisite reports during the pendency of the
      bankruptcy proceeding;

   -- timely pay quarterly fees;

   -- file a disclosure statement, or to file and confirm a plan
      of reorganization; and

   -- rehabilitate its business and has continually incurred
      losses.

As a result of the case dismissal, the Court ruled that all
pending hearings in the case, except any pending hearings on fee
applications for Chapter 13 cases, are vacated and will be taken
off calendar without further notice.

                        About Matera Ridge

Reno, Nevada-based Matera Ridge, LLC, filed for Chapter 11
bankruptcy protection on March 10, 2010 (Bankr. D. Nev. Case No.
10-50749).  Stephens R. Harris, Esq., at Belding, Harris &
Petroni, Ltd. represents the Debtor in its restructuring effort.
The Company estimated assets and debts at $10 million to
$50 million.


METROPARK USA: Wins OK of Lease Sales to Perry Ellis, Cotton On
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a judge cleared Metropark
USA Inc. to sell 40 of its leases to Perry Ellis Menswear LLC and
Cotton On Group in two deals totaling nearly $1.5 million.

                      About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories.  Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.  Cathy Hershcopf,
Esq., Jeffrey L. Cohen, Esq., and Alex R. Velinsky, Esq., at
Cooley LLP, in New York, serve as the Debtor's bankruptcy counsel.
CRG Partners Group, LLC, is the
Debtor's financial advisor.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697,006 as of April 2, 2011.


MIDWEST BANC: Confirms Chapter 11 Liquidation Plan
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Midwest Banc Holdings Inc. won approval of a
liquidating Chapter 11 plan last week in Chicago.  Midwest
estimated that holders of $70 million in unsecured claims will
have a recovery of about 10%.  Assets in the trust for creditors
will be worth about $8.5 million, before expenses.

Midwest Banc Holdings, Inc., filed with the U.S. Bankruptcy Court
for the Northern District of Illinois a Third Amended Joint Plan
of Liquidation dated May 27, 2011.

The Plan designates five classes of claims and interests.

Allowed Class 1 Priority Claims will be paid in full.

With respect to M&I Marshall & Ilsley Bank's Claim under Class 2,
on or before the Effective Date, the Debtor will surrender the M&I
Collateral in full and final satisfaction of the Class 2 Claim.
To the extent that M&I's Secured Claim is Allowed in an amount
that is less than the balance owing under the M&I Senior Notes as
of the Petition Date, M&I will have an Allowed Deficiency Claim
that will be included in Class 3.

Allowed General Unsecured Claims under Class 3 will be paid Pro
Rata in accordance with the Creditor Trust Agreement and the Plan.
In accordance with the Creditor Trust Agreement, on the Effective
Date, each Allowed Class 3 Claim will be converted into a Trust
Interest representing each holder's Pro Rata share of the total
Trust Interests.  The Debtor will transfer the Creditor Trust
Assets to the Creditor Trustee no later than seven (7) days after
the Effective Date.  The Creditor Trustee will liquidate the
Creditor Trust Assets and distribute the Net Proceeds in
accordance with the Plan and the Creditor Trust Agreement.

Class 4 consists of: (i) the Allowed Claims of the RCT Trustee
with respect to the RCT Debt Securities; (ii) the Allowed Claims
of the NST Trustee with respect to the NST Debt Securities;
(iii) the Allowed Claims of the MBHI III Trustee with respect to
the MBHI III Notes; (iv) the Allowed Claims of the MBHI IV Trustee
with respect to the MBHI IV Securities; (v) the Allowed Claims of
the MBHI V Trustee with respect to the MBHI V Debentures; and
(vi) the Allowed Claims of M&I with respect to the M&I
Subordinated Note.

Allowed Class 4 Claims will be paid Pro Rata in accordance with
the Creditor Trust Agreement and the Plan.

Class 5 consists of the Interests of Equity Security Holders.
Holders of Class 5 Interests will not receive a distribution
under the Plan.  Upon the Confirmation Date of the Plan, all
Equity Securities in the Debtor will be retired.

Class 2, Class 3 and Class 4 are impaired, and holders of claims
in those classes will be entitled to vote to accept or reject the
Plan.  Class 1 claims are unimpaired and holders thereof are
conclusively presumed to have accepted the Plan.  Holders of
Interests in Class 5 are conclusively presumed to have rejected
the Plan.

A copy of the Third Amended Joint Plan of Liquidation dated
May 27, 2011, is available at:

     http://bankrupt.com/misc/midwestbanc.3rdamendedplan.pdf

On May 27, 2011, the Bankruptcy court granted the Debtor's motion
to approve modifications to the First Amended Joint Plan of
Liquidation dated March 24, 2011, without need for further
solicitation of votes.

A copy of the order granting motion to approve modifications to
the First Amended Joint Plan of Liquidation dated March 24, 2011,
is available at http://bankrupt.com/misc/miswestbanc.docket191.pdf

                   About Midwest Banc Holdings

Midwest Banc Holdings is the holding company for Midwest Bank and
Trust Company.  The bank became subject to FDIC receivership in
May 2010.  Midwest Banc Holdings filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 10-37319) in Chicago on Aug. 20, 2010.
Midwest Banc disclosed assets of $9,690,937 and debts of
$144,746,169 as of the bankruptcy filing.  Hinshaw & Culbertson
serves as bankruptcy counsel to the Debtor.  The Official
Committee of Unsecured Creditors appointed in the case is
represented by Freeborn & Peters LLP.


MOLECULAR INSIGHT: Plan of Reorganization Declared Effective
------------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc., notified the U.S.
Bankruptcy Court for the District of Massachusetts that the
effective date of its First Amended Plan of Reorganization, as
modified, occurred on May 20, 2011.

As reported in the Troubled Company Reporter on May 9, the Court
confirmed the Debtor's Plan on May 5.

As confirmed, the Plan restructures the Company's consolidated
balance sheet by reducing outstanding debt by approximately
$162 million and facilitating a new capital infusion of
approximately $40 million.  Under the Plan, all outstanding shares
of the Company's common stock will be extinguished on the Plan's
effective date.  In addition, the Bankruptcy Court approved an
order that would restrict, under certain circumstances, the
trading of the Company's common stock by entities that hold more
than 4.5% of the Company's common stock in order to preserve the
full amount of the Company's net operating losses.

"The reorganization plan and new capital structure will allow
Molecular Insight to emerge from Chapter 11 with the financial
flexibility necessary to maximize our growth potential in the
molecular medicine field," said Harry Stylli, President and Chief
Restructuring Officer of Molecular Insight.

On Dec. 9, 2010, Molecular Insight filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the District of Massachusetts.

                      About Molecular Insight

Molecular Insight filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-23355) on Dec. 9, 2010.  Kramer
Levin Naftalis & Franklin LLP serves as the Debtor's lead
bankruptcy counsel.  Alan L. Braunstein, Esq., at Riemer &
Braunstein, LLP, serves as the Debtor's local Massachusetts
counsel.  Foley & Lardner LLP is the Debtor's special counsel.
Tatum LLC, a division of SFN Professional Services LLC, is the
Debtor's financial consultant.  Omni Management Group, LLC, is the
claims, and balloting agent.


MP-TECH: Court OKs Employment of CB Richards as Appraiser
---------------------------------------------------------
The United Bankruptcy Court for the Middle District of Alabama has
approved MP-Tech America, LLC's application to employ and
compensate CB Richards Ellis, Inc. and AccuVal Associates, Inc. as
Professional Appraisers of Debtor's Assets.

CBRE will facilitate the sale of the Debtor's operating assets and
will complete the appraisal within three weeks from the date of
the engagement.  The appraisal will be designed to determine the
fair market value of the real estate and plant as a going concern.

CBRE will be paid a fee of $5,500 plus expenses upon execution and
approval of the agreement to commence work.

AccuVal will appraise the machinery and equipment of the Debtor at
Cusseta, Alabama to determine the fair market value of those
assets, utilizing a standard of fair market value in continued use
with assumed earnings, assuming that the Debtor's machinery and
equipment will be evaluated as operating assets as part of an
operating facility.  AccuVal will complete the appraised within
three weeks from the date of the engagement.

AccuVal will be paid a fee of $10,500 plus expenses with a deposit
of $5,250 upon execution and approval of the agreement.

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

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.


NORTEL NETWORKS: Disabled Participants Want Official Committee
--------------------------------------------------------------
BankruptcyData.com reports that a group of 50 disabled individuals
who participate in Nortel Networks' long-term disability plan
filed with the U.S. Bankruptcy Court a motion to appoint an
official committee of long-term disability plan participants.

According to the motion, "The Disabled Participants believe that
without an official committee in place they may not be able to
actively and appropriately negotiate and take advantage of the
settlement discussions that will be occurring if an official
committee of retirees is appointed and discussions begin under the
process contemplated under section 1114 of the Bankruptcy Code."

The Court scheduled a June 21, 2011 hearing on the matter.

                      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.


NANA DEVELOPMENT: S&P Assigns Preliminary 'B+' Corporate Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Alaska-based NANA Development Corp.
(NANA). "At the same time, we assigned a preliminary 'B+' issue-
level to the company's $435 million six-year term loan (the senior
secured credit facility also includes an unrated $85 million
asset-based lending credit facility) with a preliminary recovery
rating of '3', indicating our expectation of meaningful recovery
(50%-70%) in a default scenario. The outlook is stable," S&P said.

"The preliminary ratings on NANA reflect its aggressive financial
risk profile and its weak business risk profile, marked by its
reliance on government funding budgets, integration risks with the
proposed acquisition of Grand Isle Shipyard Inc., and the
potential for declining zinc prices," said Standard & Poor's
credit analyst Peter Kelly. "These factors are partially offset by
some diversity of its business lines, its well-established
relationships with long-term customers, and its committed royalty
income from Red Dog Mine. Currently, the operating margin, before
depreciation and amortization, in its services business is thin,
at less than 10%."

NANA is a wholly owned subsidiary and the operating company of
parent, NANA Regional Corp. (NRC). NANA operates a group of
services-based businesses in four end-market segments and had
about $1.5 billion in annual revenues for the 12 month period
ended March 31, 2011.

The outlook is stable. "We could lower the ratings if subpar
operating performance resulting from a significant number of
contracts not being renewed, or if higher-than-expected cash
outflows and/or debt financed activities adversely affect credit
measures," Mr. Kelly continued, "for example, if FFO to total debt
is 10% or less and weak operating performance from its base
business combined with lower than expected equity contributions
from NRC's mine. However, we could consider a one-notch upgrade if
NANA's credit measures improve to more than 15% FFO to total debt
and believe it will be sustained, if NANA successfully integrates
GIS and operating margins improve towards 10%, and NANA's
liquidity and financial policies support the higher rating."


NGPL PIPECO: Moody's Lowers Senior Unsecured Debt Rating to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service downgraded NGPL PipeCo LLC's (NGPL)
senior unsecured debt rating, Corporate Family Rating, and
Probability of Default Rating to Ba2 from Ba1. NGPL's Speculative
Grade Liquidity Rating is affirmed at SGL-3. The rating outlook is
stable.

These rating actions conclude a review for possible downgrade
which was initiated on April 20, 2011, due to a weaker than
previously expected outlook for NGPL's financial performance.

RATINGS RATIONALE

NGPL's lower ratings reflect Moody's view that its financial
performance is unlikely to recover to levels that was incorporated
into its previous ratings due to weak conditions in the Midwest
gas market that are unlikely to improve for several years, and the
company's high leverage that limits its financial flexibility to
respond to them.

"The decrease in NGPL's cash flow has made its credit metrics
considerably weaker than any other North American gas pipeline we
rate," says Moody's vice president Mihoko Manabe.

Moody's nevertheless assigned a stable outlook rating outlook to
NGPL, based on the expectation that company's financial results
should not get much worse, given the rate-regulated nature of the
business, the pipeline's successful operating record under Kinder
Morgan Kansas, Inc. (KMI, Ba1 sr. sec.; NGPL's 20% owner) and its
experience in selling the pipeline's capacity, and the physical
connection of the pipeline with its core utility customers which
make them more prone to renew their contracts. The stable outlook
also assumes that, given the importance of NGPL to its two owners,
the ongoing dispute between them will be resolved so as not to
impair the credit quality or the liquidity of the company. Based
on the historical receptivity of the capital markets to regulated
assets, Moody's also expects that NGPL will be able to refinance
the maturing debt and renew its credit facility over the near
term.

Moody's had previously downgraded NGPL's ratings to Ba1 in July
2010 following a rate reduction ordered by the Federal Energy
Regulatory Commission (FERC). However, cash flows fell beyond the
effects of reduced rates, due to lower market-sensitive revenues
and higher than expected expenses related to pipeline integrity
spending. Its funds flow from operations-to-debt was 7.8% for the
March 2011 quarter. This ratio will likely decline further in
future quarters from the impending effects of the upcoming 15%
reduction in NGPL's fuel retention factors on June 30, 2011 and
another 2% decrease in its transportation rates on April 1, and
result in funds flow from operations-to-debt falling further below
the 8% level that Moody's had cited as one indicator for a Ba1
rating.

NGPL's funds flow from operations-to-debt and funds flow from
operations-to-interest ratios are negative outliers by a large
margin against those of its peers. The vast majority of interstate
gas pipelines that Moody's rates are investment grade. NGPL
metrics are also weaker than the only two other pipelines that
Moody's rates as Ba1 -- Midcontinent Express and Rockies Express -
- albeit they have riskier contract profiles. NGPL's metrics are
even much weaker when the debt at Myria (NGPL's majority owner)
was taken into account.

In May 2011, NGPL obtained an amendment of its credit facility
which would further ease its debt-to-EBITDA covenant limit from
6.25 times to 6.75 times. This follows an earlier amendment last
November which raised the covenant limit from 5.5 times after the
FERC rate reduction. Moody's believes that NGPL will be able to
stay in compliance at this new level, but noted that the amendment
will not be effective until the credit facility at Myria is either
repaid or refinanced in full.

NGPL faces a large refinancing in the next eighteen months or so
when $1.25 billion of notes (roughly 40% of its debt) mature in
December 2012 and the expiration soon after of its $100 million
credit facility in February 2013.

NGPL's ratings could be downgraded if the company's financial
performance continues to decline, including funds flow from
operations-to-debt sustained below 7%, or if more debt is incurred
at the parent level.

As it is currently capitalized, NGPL is unlikely to be upgraded in
the foreseeable future. Longer term, however, the company could be
upgraded if it sustains funds flow from operations-to-debt in the
8% range.

Both Myria and Kinder Morgan have a substantial amount of debt ,
which places upstream dividend pressure on NGPL. A
recapitalization that significantly reduces leverage at both NGPL
and Myria could result in an upgrade.

The last rating action for NGPL was on April 20, 2011, when
Moody's placed the company's Ba1 Corporate Family, senior
unsecured debt, and Probability of Default Ratings under review
for possible downgrade and affirmed its Speculative Grade
Liquidity Rating at SGL-3

The principal methodology used in these ratings were Moody's
Natural Gas Pipeline Rating Methodology, published in December
2009 and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published June 2009.

NGPL PipeCo LLC is a holding company for Natural Gas Pipeline
Company of America and other interstate natural gas pipeline
assets. NGPL is 80% owned by Myria Acquisition LLC and 20% owned
and operated by Kinder Morgan, Inc., based in Houston Texas.


NORTHCORE TECHNOLOGIES: Posts C$574,000 Net Loss in Q1 2011
-----------------------------------------------------------
Northcore Technologies Inc. reported Thursday its interim
financial results for the first quarter ended March 31, 2011.

Northcore reported a net loss for the first quarter of C$574,000.
This compares with a net loss of C$677,000 in the fourth quarter
of 2010.  In the first quarter of 2010, Northcore reported a net
loss of $713,000.

Northcore reported consolidated revenues of C$183,000 for the
first quarter, an increase of 4% over the C$176,000 reported in
the fourth quarter of 2010.  In the same period of 2010, Northcore
reported consolidated revenues of C$150,000.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."

A copy of the interim consolidated financial statements for the
fiscal quarter ended March 31, 2011, is available at:

                       http://is.gd/mE9rVL

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.


NURSERYMEN'S EXCHANGE: U.S. Trustee Appoints 7-Member Panel
-----------------------------------------------------------
August B. Landis, the Acting United States Trustee for Region 17,
appointed seven members to the Official Committee of Unsecured
Creditors in the bankruptcy case of Nurserymen's Exchange, Inc.:

     1) AB Bonsai & Supplies
        Attn: Alice Li
        13300 Amar Rd
        City of Industry, CA 91746
        Tel: (626) 968-3387
        Fax: (626) 968-9362
        E-mail: alice_anb@yahoo.com

     2) Greenleaf Chemical LLC
        2352 Schaeffer Hills Dr
        Henderson, NV 89052
        Tel: (702) 914-9215
        E-mail: rcouture@greenleafchemical.com

     3) Milgro Nursery, LLC
        Attn: Barry Miller
        1085 North Victoria Av
        Oxnard, CA 93031
        Tel: (435) 668-5541
        Fax: (435) 628-2091
        E-mail: barry@bmillerlaw.net

     4) Newish Ind Ltd
        Attn: Clara Wong
        Rm 1901-1902, Tower B Regent Centre
        63 Wo Yi Hop Rd., Kwai Chung, N.T. Hong Kong
        Tel: (852) 2614 6163
        Fax: (852) 2614 5070
        E-mail: clara@newish.com

     5) Por La Mar Nursery
        Attn: Ron Caird
        P.O. Box 6354
        Santa Barbara, CA 93160-6354
        Tel: (805) 964-8831
        Fax: (805) 681-0582
        E-mail: Rcaird@porlamarnursery.com

     6) Select Staffing
        Attn: Rick Lippincott
        1511 N. Westshore Blvd
        Tampa, FL 33607
        Tel: (805) 880-2200
        E-mail: Rick.Lippincott@selectstaffing.com

     7) Shippers Choice Transportation Services, Inc.
        385 E. Penny Rd
        Wenatchee, WA 98801
        Tel: (509) 663-8668
        Fax: (509) 663-8756
        E-mail: Steve.M@shipchoice.com

The Committee has tapped as bankruptcy counsel:

          Peter J. Gurfein, Esq.
          Peter M. Bransten, Esq.
          Monica Rieder, Esq.
          LANDAU GOTTFRIED & BERGER LLP
          One Bush Street, Suite 600
          San Francisco, CA 94104
          Telephone: (415) 956-1630
          Facsimile: (415) 399-9480
          E-mail: pgurfein@lgbfirm.com
                  pbranstenglgbfirm.com
                  mriederglgbfirm.com

                    About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange Inc. is a producer, broker and wholesaler of
home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

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.


NURSERYMEN'S EXCHANGE: Committee Questions Expedited Asset Sale
---------------------------------------------------------------
The Official Committee of Unsecured Creditors expressed concern
over the extremely short timeline proposed by Nurserymen's
Exchange, Inc., to sell its assets.  The Committee said it needs
additional information before it can determine whether the Debtor
has established a genuine need to conduct the sale on such an
expedited basis.  The Committee wants to ensure that the sale is
conducted in a way that will maximize the value of the assets and
the return to the estate, rather than simply providing for quick
repayment of the secured debt.

The Debtor intends to sell its operating business within 60 days
of the Petition Date.  Under the Debtor's proposed bid procedures,
bids will be due on July 8, 2011, the auction will occur July 13,
2011, and the sale hearing will occur July 15.

The Debtor has acknowledged its case is proceeding on a fast
track.

The Committee was appointed on May 27.  The Committee's proposed
counsel, Landau Gottfried & Berger LLP, was selected May 31, and
held its first conference with the Committee on June 1.

The Committee told the Court it is essential that whatever bid
procedure may be approved includes provision for real
participation by the Committee, as representatives of the general
creditors.

The Committee further said the Debtor's Sale Motion lacks certain
vital information necessary for a meaningful assessment of the
proposed sale:

     -- the Sale Motion fails to identify with any specificity
        the assets that will be sold.

     -- although the Sale Motion also seeks approval of the
        assumption and assignment of leases and contracts, and the
        draft asset purchase agreement references an obligation to
        enter into certain leases (including a lease with the
        owners of the Debtor), the Sale Motion fails even to list
        the Debtor's leases and contracts.  This information is
        also conspicuously absent from the Debtor's petition,
        which was filed with a blank Schedule G.  The Debtor must
        provide substantially more information for the Committee
        and other interested parties to determine whether a sale
        is feasible and whether the proposed procedures are
        appropriate and in the best interests of the estate.

The Debtor seeks to sell its operating business and substantially
all assets.  The Operating Assets include:

     (i) the Debtor's intellectual, real and personal property
         -- including inventory and accounts receivable --
         licenses and leasehold interests in its operating
         business, including the greenhouses, warehouses and other
         agricultural facilities for the growing of flowering
         plants and foliage for indoor d‚cor, sales and marketing,
         and decorative packing and shipping, located at 2651
         North Cabrillo Highway, Half Moon Bay, California 94109;

    (ii) the Debtor's wholesale center facility for sale of
         flowering plants, foliage and hard goods to wholesalers
         and certain other commercial customers;

   (iii) the Debtor's plant brokerage business also located at
         2651 North Cabrillo Highway, Half Moon Bay, California
         94109; and

    (iv) the assumption of certain of the Debtor's accounts
         payables to vendors, licensors and other suppliers
         critical to the ongoing operation of the Debtor's
         business.

The Debtor and its professionals have been marketing the Operating
Assets since September 2010, and their sustained efforts have
generated significant interest in the marketplace from many
strategic and financial potential buyers.  To date, about 48
operational, strategic and financial buyers have executed
nondisclosure agreements in connection with the potential purchase
of the Operating Assets.  The Debtor said the Sale Procedures
contain the needed flexibility to maximize the sale value of the
Operating Assets.

Before filing for bankruptcy, the Debtor executed a Letter of
Intent with a buyer that provided for a period of exclusivity, and
the Debtor began engaging in extensive business and legal due
diligence.  Unfortunately, the Debtor was not able to finalize an
asset purchase agreement with the interested party prior to filing
the bankruptcy and exclusivity was terminated on May 11, 2011.
Upon termination of exclusivity, FocalPoint Securities LLC, the
Debtor's financial advisors, immediately began re-marketing the
Operating Assets and have begun conducting discussions with
potential strategic and financial investors since that time.

The Court will hold a hearing on June 9 in the bankruptcy case.

                    About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange Inc. is a producer, broker and wholesaler of
home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-31985) on May 23, 2011.  Stephen D. Finestone,
Esq., in San Francisco, serves as counsel to the Debtor and Katten
Muchin & Rosenmann, LLP, as special counsel.  Omni Management
Group LLC is the claims and notice agent.  C&A Inc. serves as
restructuring and turnaround consultants, and FocalPoint
Securities LLC as investment banker and financial advisor.
Calegari & Morris serves as accountant and The Abernathy MacGregor
Group Inc. as corporate communications consultant.

The Debtor disclosed $34,755,036 in assets and $24,772,945 in
liabilities in its schedules.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped lawyers at Landau Gottfried &
Berger LLP as counsel.

DIP lender Wells Fargo is represented in the case by Pamela
Kohlman Webster, Esq. -- pwebster@buchalter.com -- at Buchalter
Nemer.


NURSERYMEN'S EXCHANGE: Committee Needs Time to Review DIP Loan
--------------------------------------------------------------
The Official Committee of Unsecured Creditors told the Court it
needs additional time and information to analyze the
appropriateness of the DIP financing Nurserymen's Exchange, Inc.,
seeks to obtain from Wells Fargo Bank, N.A.  The Committee said
the Debtor has only recently provided a budget in support of the
financing request, but the budget contains meager information with
no explanation or support.  The Committee has requested extensive
additional information from the Debtor, and the Debtor has agreed
to begin providing documents to the Committee upon execution of a
confidentiality agreement.  Because the terms of the DIP financing
require a number of commitments from the Debtor regarding the sale
process, resolution of the issues identified with the Sale Motion
will also be critical to the Committee's evaluation of the DIP
Financing Motion.

Wells Fargo has agreed to provide the Debtor a senior secured
super-priority revolving loan in the maximum principal amount of
$5,000,000 for working capital purposes and to facilitate the
issuance of letters of credit pending the consummation of the
planned sale of the Debtor's assets and repayment of the Debtor's
prepetition debt to Wells Fargo.

On May 26, 2011, the Court granted the Debtor interim authority to
borrow from Wells Fargo, as well as use Wells Fargo's Cash
Collateral and grant adequate protection.

Wells Fargo and the Debtor are parties to a Credit and Security
Agreement dated as of Aug. 15, 2008,.  The prepetition secured
debt is secured by liens on virtually all of the Debtor's real and
personal property assets.  The principal amount of the debt was
$15,490,150 as of the Petition Date, plus interest.  In addition,
the Debtor is contingently liable to Wells Fargo on a posted
letter of credit in the amount of $915,000, which liability is
secured by the Prepetition Collateral.

Pursuant to the Credit and Security Agreement dated May 23, 2011,
between Nurserymen's Exchange and Wells Fargo, the DIP loan will
automatically terminate on the earliest to occur of: (i) 30 days
after the Petition Date if a Final Order on terms acceptable to
Wells Fargo is not entered by the date; (ii) Aug. 5, 2011 -- or
the later date as the parties may agree; (iii) the effective date
of a plan of reorganization; (iv) the closing of the sale to a Bay
Area buyer of land not used in the operation of the Debtor's
business for $8,000,000 -- PUD Sale -- or the Operating Asset Sale
the proceeds of which will satisfy the Secured Debt in full; and
(v) an Event of Default as that term is defined in the DIP
Agreement.

Under the DIP Agreement, the Debtor covenants with the Lender to
achieve net sales/revenue, on a cumulative basis, of not less than
the amount set forth for each period:

     Period From May 21, 2011      Minimum Cumulative
     Through and Including         Net Sales/Revenue
     ------------------------      ------------------
          06/03/2011                     $500,000
          06/10/2011                   $1,000,000
          06/17/2011                   $1,400,000
          06/24/2011                   $2,100,000
          07/01/2011                   $2,400,000
          07/08/2011                   $2,700,000
          07/15/2011                   $3,000,000
          07/22/2011                   $4,000,000
          07/29/2011                   $4,400,000

The Debtor also agree not to make any expenditures, on a
cumulative basis, of more than the amount set forth for each
period:

     Period From May 21, 2011        Maximum Total
     Through and Including           Disbursements
     ------------------------        -------------
          06/03/2011                   $2,845,000
          06/10/2011                   $3,489,000
          06/17/2011                   $4,247,000
          06/24/2011                   $4,849,000
          07/01/2011                   $6,143,000
          07/08/2011                   $6,772,000
          07/15/2011                   $7,348,000
          07/22/2011                   $7,725,000
          07/29/2011                   $8,412,000

Wells Fargo may be reached at:

          Harry L. Joe
          WELLS FARGO BANK, NATIONAL ASSOCIATION
          245 South Los Robles, Suite 700
          Pasadena, CA 91101
          Fax: (626) 844-9063
          E-mail: joeharry@wellsfargo.com

Wells Fargo is represented in the case by Pamela Kohlman Webster,
Esq. -- pwebster@buchalter.com -- at Buchalter Nemer.

                    About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange Inc. is a producer, broker and wholesaler of
home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-31985) on May 23, 2011.  Stephen D. Finestone,
Esq., in San Francisco, serves as counsel to the Debtor and Katten
Muchin & Rosenmann, LLP, as special counsel.  Omni Management
Group LLC is the claims and notice agent.  C&A Inc. serves as
restructuring and turnaround consultants, and FocalPoint
Securities LLC as investment banker and financial advisor.
Calegari & Morris serves as accountant and The Abernathy MacGregor
Group Inc. as corporate communications consultant.

The Debtor disclosed $34,755,036 in assets and $24,772,945 in
liabilities in its schedules.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped lawyers at Landau Gottfried &
Berger LLP as counsel.


NURSERYMEN'S EXCHANGE: Hires Omni Management as Claims Agent
------------------------------------------------------------
Nurserymen's Exchange, Inc., is seeking Court approval to employ
Omni Management Group, LLC, as claims administrator and noticing
agent.

The Debtor has roughly 625 creditors and parties in interest.  The
Debtor said noticing those creditors and other parties in interest
involved in its chapter 11 case would impose heavy administrative
and other burdens on the Bankruptcy Court and the Office of the
Clerk of the Bankruptcy Court.  To relieve the Clerk's Office of
these burdens, the Debtor seeks an order appointing Omni as the
claims administrator and noticing agent.

Prior to the Petition Date, the Debtor deposited $5,000 with Omni
as a retainer.

Brian K. Osborne, a member of Omni, will be primarily responsible
for the engagement.  He attests that Omni is a disinterested
person and does not hold or represent an interest adverse to the
estate, and does not have any connection with the Debtor, the
creditors, or any other party in interest in these cases, or their
attorneys or accountants, and is not related or connected to any
United States Bankruptcy Judge or district Judge for the Northern
District of California or the United States Trustee for Region 17.

Mr. Osborne may be reached at:

          Brian K. Osborne
          OMNI MANAGEMENT GROUP, LLC
          16501 Ventura Blvd., Suite 440
          Enico, CA 91436
          Tel: 818-906-8300

                    About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange Inc. is a producer, broker and wholesaler of
home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

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.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped lawyers at Landau Gottfried &
Berger LLP as counsel.


OCEAN PARK: Plan of Reorganization Declared Effective
-----------------------------------------------------
Ocean Park Hotels - TOY LLC and Ocean Park Hotels - TOP, LLC,
notified the U.S. Bankruptcy Court for the Central District of
California that the effective date of their First Amended Joint
Plan of Reorganization occurred on April 29, 2011.

On March 21, the Court confirmed the Plan dated Dec. 15, 2010.
The Court entered an order approving the disclosure statement
explaining the Debtors' Chapter 11 Plan on Dec. 13, 2010.

The Court held that the Plan complies with all of the requirements
set forth in Section 1129 of the Bankruptcy Code; and all
objections to confirmation of the Plan or to the adequacy of the
Disclosure Statement, including the Plan Objections, whether
formal or informal, written or oral, unless previously withdrawn,
are overruled.

To address limited objections to the Confirmation of the Plan
relating to contract/lease assumption or cure matters filed by
U.S. TelePacific Corp. and Marriott International, Inc., the Court
ruled that:

   (a) Effective as of the effective date of the Plan, the
       Debtors will assume their agreements with U.S. TelePacific
       Corp.  TelePacific's prepetition claim against Ocean Park
       Hotels-TOY for $1,620 will be paid on or as soon as
       practicable after the Effective Date.  TelePacific waives
       the right to require payment on the Effective Date of
       other amounts, if any, that may be due under Section
       1129(a)(9)(A) of the Bankruptcy Code.  The Debtors and
       Telepacific will use reasonable efforts to reach agreement
       as to the amount, if any, of administrative claims owed to
       TelePacific by Ocean Park Hotels-TOY, and the amounts, if
       any, of prepetition and administrative claims owed by TOP
       to TelePacific to cure defaults pursuant to Section
       365(b)(1)(B) of the Bankruptcy Code.  The Court will
       retain jurisdiction to determine the Cure Amounts in the
       event no consensual resolution is reached between the
       Debtors and TelePacific.  The Debtors and TelePacific each
       expressly reserve all rights with respect to the
       determination of the Cure Amounts.

   (b) The Debtors will assume their franchise agreements with
       Marriott in accordance with the terms of a supplement to
       the Amended Plan filed with the Court.

A full-text copy of the Confirmation Order may be accessed for
free at:

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

A full-text copy of the Debtors' First Amended Plan may be
accessed for free at:

    http://bankrupt.com/misc/OceanPark_1stAmendedPlan.pdf

                      About Ocean Park Hotels

San Luis Obispo, California-based Ocean Park Hotels - TOY LLC --
tra Courtyard by Marriot-Thousand Oaks/Ventura; dba Marriott
Courtyard, Courtyard-Thousand Oaks, and Marritott Courtyard-
Thousand Oaks -- filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-15358) on May 6, 2010.  Jeffrey N.
Pomerantz, Esq., who has an office in Los Angeles, California,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10 million to $50 million.

The Debtor's affiliate, Ocean Park Hotels - TOP, LLC (Case No. 10-
15359) filed a separate Chapter 11 petition on May 6, 2010.


OLSEN AGRICULTURAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Olsen Agricultural Enterprises LLC
        fka Olsen Agricultural Company, Inc.
        fka Jenks-Olsen Land Co.
        fka Olsen Vineyard Company, LLC
        8930 Suver Rd
        Monmouth, OR 97361

Bankruptcy Case No.: 11-62723

Chapter 11 Petition Date: June 1, 2011

Court: United States Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley III

Debtor's Counsel: David A. Foraker, Esq.
                  GREENE & MARKLEY, P.C.
                  1515 SW 5th Ave #600
                  Portland, OR 97201
                  Tel: (503) 295-2668
                  E-mail: david.foraker@greenemarkley.com

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

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

The petition was signed by Robin G. Olsen, operations director.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Oregon Vineyard          Trade debt             $681,720
Supply Co
2700 St Joseph Rd
McMinnville, OR
97128

IRS                      Witholding tax         $437,050
POB 7346
Philadelphia, PA
19101-7346

ORCO Inc                 Loan;rent              $215,374
12680 SW Pacific
Hwy
Monmouth, OR
97361

Jeld-Wen Tradition       Pledge                 $198,324
Foundation

Davis Wright             Prof. services         $133,285
Tremaine

Peter Jacobsen's         Pledge                 $117,000
Legends of OR

HSR Architecture         Prof. services         $83,761
LLC

Eola Hills Wine          Trade debt             $80,058
Cellars

Dennis Combs AG          Trade debt             $71,792
Consultants Inc.

Silver Dome Farms        Rent                   $60,194

Coleman, John            Rent                   $59,581

Underwood Farms          Rent                   $59,475

Employment Department    Witholding taxes       $50,708

NW Natural Gas           Utility services       $50,014

ODR Bkcy                 Unemployment taxes     $46,359

Collotype Labels         Trade debt             $39,059

Credit Collections       Trade debt             $38,265
Services Inc.

Brenner & Company        Prof. services         $36,786

Fetherston Edmonds       Prof. services         $36,054
LLC

Sunridge Nurseries       Trade debt             $32,734
Inc.


ORDWAY RESEARCH: Reports 50% Drop in Income From Grants & Deals
---------------------------------------------------------------
Eric Anderson at Times Union reports that bankruptcy court filings
showed that Ordway Research Institute's income from grants,
contracts and other sources dropped by more than half during the
past three years, to $6.8 million in the first 11 months of fiscal
2011 from $17.6 million in fiscal 2009.

According to Times Union, the court filings showed that Ordway
owes the Center for Medical Science $4.73 million, although two
payments last year totaling $2.29 million settled its debt to the
Charitable Leadership Foundation.

According to the report, it's not clear whether Ordway will
reorganize and continue or wind down operations.

Albany, New York-based Ordway Research Institute, Inc., was formed
in 2002 to facilitate inter-institutional and interdisciplinary
collaborations in basic and translational biomedical research in
New York's Capital District.  Ordway's research is focused on drug
development in cancer, emerging infections and signal
transduction/ endocrinology.

The Debtor filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-11322) on April 28, 2011.  Bankruptcy Judge Robert E.
Littlefield, Jr., presides over the case.  Gregory J. Mascitti,
Esq., at LeClairRyan, represents the Debtor in its restructuring
effort.  JC Jones & Associates serves as its financial and
restructuring advisors.  As of April 26, 2011, Ordway had roughly
$12,158,202 in assets and $17,108,847 in liabilities.


PALM HARBOR: Wants to Obtain Regulatory Approval on Assets Sale
---------------------------------------------------------------
Palm Harbor Homes, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend their exclusive periods to file
and solicit acceptances for the proposed chapter 11 plan until
July 28, 2011, and Sept. 27, respectively.

The Debtors filed their request for an extension before the
exclusive periods was set to expire on May 27.

The Debtors relate that they need additional time to formulate a
plan because they and purchaser Palm Harbor Homes, Inc., are still
awaiting the regulatory approval from the Texas Insurance Agency,
Inc.

on April 23, the Debtors closed all aspects of the sale although
the closing of Standard Casualty Co., Standard Insurance Agency,
Inc. and Palm Harbor Insurance Agency, Inc., was made into an
escrow, pending regulatory approval.

                      About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactured and marketed factory-
built homes.  The Company marketed nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  It disclosed $321,263,000 in total assets and
$280,343,000 in total debts.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.

Following a court-approved sale process, Palm Harbor in March 2011
sold its business for $85.25 million to Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC.  Fleetwood is providing up to
$55 million in secured financing for Palm Harbor's reorganization.

As reported in the TCR on May 16, 2011, Cavco Industries and
Fleetwood Homes filed with the U.S. Bankruptcy Court for the
District of Delaware a motion for an order enforcing and ordering
Palm Harbor Homes to perform its obligations under the Court-
approved amended and restated asset purchase agreement and to pay
administrative expenses.

According to Cavco and Fleetwood, the Debtors ceased paying former
employees' sales commissions and profit-sharing bonuses prior to
the closing date when the individuals were still employees of the
Debtors.

No trustee has been appointed in the Debtors' cases.


PARKER BUILDING: Owner Transfer Loft Project to Brother
-------------------------------------------------------
Lauren Stanforth at Times Union reports that Parker Inn owner
Chris Myers confirmed he had transferred the Lofts at Union Square
project last year to his brother, Jeff Myers, who runs
Sheltertherm Builders.  Metroplex chairman Ray Gillen said Chris
Myers recently went to the city's planning commission to extend
the project's approval for another year, according to the report.

Parker Building LLC, the owner of the Parker Inn in downtown
Schenectady, New York,, filed for Chapter 11 bankruptcy protection
(Bankr. N.D.N.Y. Case No. 11-11685) in Albany, New York, on
May 27, 2011.  Judge Robert E. Littlefield, Jr., presides over the
case.  Richard H. Weiskopf, Esq., at O'Connell & Aronowitz,
represents the Debtor.

The Debtor disclosed $2.4 million in liabilities and just $951,000
in assets.  Among those owed the most were Schenectady Metroplex
Authority, owed $684,000; New York Business Development Corp.,
owed $669,000; and First Niagara Bank, owed $306,000.  Christopher
Myers, managing member of the Debtor, is owed nearly $215,000.


PETRA FUND: Disclosure Statement Hearing Set for June 14
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
adjourned the hearing until June 14, 2011, at 11:00 a.m., to
consider approval of the disclosure statement explaining the
Chapter 11 plan of reorganization of Petra Fund REIT Corp. and its
debtor-affiliates.

Pursuant to the Plan, administrative claims totaling $1,000,000
and priority tax claims totaling $750,000 will be paid in full.
RBS and JPMorgan will receive no cash, and instead, will receive a
new secured debt instrument in exchange of their secured claims.
General unsecured claims totaling $1,5000,000 will (i) receive
from the liquidation trust a pro rata share of the distributable
assets in a pro rata amount equal 100% of the holders' allowed
general unsecured claims, or (ii) absent a liquidation trust, a
pro rata share of the remaining assets after payment of higher
ranked claims.  Holders of interests in REIT and Offshore won't
receive anything.

The Debtors said they have had extensive discussions with James A.
Goodman, former bankruptcy judge for the District of Maine, for
the position of liquidation trustee.

The Debtors said that post-confirmation, they will be selling
these assets for an aggregate $100,000: equity interests in Petra
Fund Master REIT Corp and Petra Fund Holdings LLC, loan
participations in Detwiler and Fort Tryon, and equity interests in
PFRC Sub, LLC, and Petra Offshore TRS L.P.

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

                         About Petra Fund

Petra Fund REIT Corp. and its affiliates are in the business of
originating, investing in, structuring and trading loans secured
by commercial real-estate.  Petra Offshore Fund LP is the parent.

Petra Fund and Petra Offshore sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 10-15500) on Oct. 20, 2010, and are
represented by Shaya M. Berger, Esq., and Brian E. Goldberg, Esq.,
at Dickstein Shapiro, LLP.  At the time of the filing, each of the
Debtor estimated its assets at less than $10 million and its debts
at more than $100 million.

Petra Fund blamed its Chapter 11 filing on the extraordinary and
unprecedented collapse of the credit and commercial real estate
markets, which caused a mark-to-market value of its assets to
plummet.


PHILADELPHIA ORCHESTRA: Has Until June 15 to File Schedules
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
extended until June 15, 2011, The Philadelphia Orchestra
Association and Academy Music of Philadelphia, Inc.'s time to file
all required schedules, statements and other documents required.

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  Dilworth Paxson LLP represents the Debtor in its
restructuring effort.  Steven D. Spencer serves as special counsel
to provide pension and ERISA advice and perform specific pension-
related services.  Alvarez & Marsal is the Debtors' financial
advisor.  Curley, Hessinger & Johnsrud serves as special counsel.
Garden City Group, Inc. serves as the Debtors' claims and noticing
agent.  Encore Series, Inc., tapped EisnerAmper LLP as accountants
and financial advisors.  In its petition, Philadelphia Orchestra
estimated $10 million to $50 million in assets and debts.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.  The Committee tapped Reed Smith LLP, as its
counsel.


PILGRIM'S PRIDE: Moody's Affirms CCR at 'B1'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service revised Pilgrim's Pride Corporation's
outlook to stable from positive and downgraded the speculative
grade liquidity rating to SGL-3 from SGL-2 given Moody's
expectations for much reduced profitability, cash flow and
covenant cushion following worse than anticipated chicken pricing.
All other ratings including the B1 corporate family rating were
affirmed.

This rating was downgraded:

   -- Speculative Grade Liquidity Rating to SGL-3 from SGL-2;

These ratings were affirmed:

   -- Corporate Family Rating at B1;

   -- Probability of Default Rating at B1;

   -- $500 million Senior secured notes at B3 (LGD5, 88%); (LGD
      assessment revised)

The outlook is stable.

RATINGS RATIONALE

The change in outlook to stable from positive reflects Moody's
view that the company will face challenges this year that will
limit its ability to de-lever. Since the summer of 2010, global
chicken prices have deteriorated, particularly breast meat and
wings, and have yet to recover. Pilgrim's had favorably priced
grains (animal feed) only through year end 2010. Moreover, while
chicken pricing remains weak, grain prices have been relatively
strong as well as volatile. As a result, Pilgrim's reported
negative EBITDA for the first quarter of 2011 and profitability is
likely to remain under pressure for the remainder of the year
although pricing should improve somewhat. Importantly, the stable
outlook also reflects the benefits associated with its majority
ownership by JBS S.A. (B1 CFR, positive outlook).

The downgrade of the speculative grade liquidity rating to SGL-3
from SGL-2 reflects Moody's expectations for limited free cash
flow over the next 12 to 15 months, increased drawdown on the
revolver and concerns regarding covenant compliance in the fourth
quarter of 2011. Should chicken prices remain at current levels
for the second half of the year, Moody's believes amended
covenants could be required. Today's LTM EBITDA provided
sufficient cushion for Q1 compliance, but as stronger quarters
roll off, covenant cushion will diminish. Currently Moody's
believes Pilgrim's should have sufficient revolver availability to
manage all of its capital needs. Additionally, the company is
likely to scale back capital expenditures given its diminished
liquidity.

Pilgrim's B1 corporate family rating reflects the company's
increasing leverage and weak free cash flow generation given the
challenging environment for chicken producers. The rating also
considers Pilgrim's concentration in one highly competitive,
global commodity, poultry, which despite sizable concentration
among large players continues to experience periods of oversupply.
In addition, cash flow volatility is exacerbated by feed costs
which consume about one third of the company's expenses. The
rating also incorporates Moody's concern that the current
environment could deteriorate further before improving. The
company is vulnerable to the longstanding risks endemic to the
industry including animal disease, weather patterns, trade
disputes and regulation.

Alternatively, the rating is supported by JBS S.A.'s ownership
stake (about 67%) in Pilgrim's. As the largest protein company in
the world with sales and operations in all three proteins across
the globe, Pilgrim's benefits from its relationship with its
majority shareholder, including opportunities for substantial cost
savings following its integration with JBS USA's distribution and
sales organization. Moreover, Moody's anticipates some revenue and
earnings expansion going forward through better access to global
markets as a consequence of this relationship.

Given the ongoing cyclicality within the commodity chicken market,
the B1 rating incorporates a wider range of operating performance.
At the top of the cycle, Moody's expects very modest leverage
relative to the rating category, and, at the bottom, the converse.
Importantly, when leverage is precipitously high, it should be
balanced by adequate access to capital.

The rating would likely be lowered if the dynamics of the industry
do not improve and Moody's became concerned that leverage was
likely to be sustained above 4 times or if access to liquidity
became a concern.

An upgrade could be considered should the company de-lever to
about 2 times debt-to-EBITDA (including Moody's standard
adjustments). In Moody's view, a Ba3 rating would be supported by
leverage that remains closer to the 3 times debt-to-EBITDA range
and a liquidity profile that is solid.

The principal methodology used in rating Pilgrim's Pride
Corporation was the Global Food - Protein and Agriculture Industry
Methodology, published September 2009. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

Headquartered in Greeley, Colorado, Pilgrim's Pride Corporation is
the second largest chicken producer in the world, with operations
in the United States, Mexico and Puerto Rico. The company
produces, processes, markets and distributes chicken to
foodservice, distributors and retail operators worldwide. For the
twelve months ended March 31, 2011, revenues for the company were
approximately $7.1 billion. JBS, S.A. has a 67% ownership stake in
Pilgrim's Pride.


PRIVATE MEDIA: BDO Auditors Raises Going Concern Doubt
------------------------------------------------------
Private Media Group, Inc., filed on June 3, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

BDO Auditores, S.L., in Barcelona, Spain, expressed substantial
doubt about Private Media Group's ability to continue as a going
concern.  The independent auditors noted that the Company has not
yet reestablished profitable operations, has suffered recurring
losses from operations over the past years, and has a working
capital deficit.  The Company did not audit the consolidated
financial statements of ThinkForward, Inc., a wholly-owned
subsidiary.  Those consolidated statements were audited by another
auditor whose report has been furnished to BDO Auditores, whose
opinion, insofar as it relates to amounts included for
ThinkForward, Inc., is based solely on the report of the other
auditor.

The Company reported a net loss of EUR4.3 million on
sales of EUR23.3 million for 2010, compared with a net loss of
EUR20.5 million on net sales of $23.1 million for 2009.  The
decrease of EUR16.2 million was primarily the result of decreased
operating loss and deferred tax.

The Company's balance sheet at Dec. 31, 2010, showed
EUR39.3 million in total assets, EUR15.5 million in total
liabilities, and stockholders' equity of EUR23.7 million.

A copy of the Form 10-K is available at http://is.gd/HX8ZkD

Based in Barcelona, Spain, Private Media Group, Inc. (NASDAQ:
PRVT) -- http://www.prvt.com/-- was incorporated in the State of
Nevada.  The Company provides adult media content for a wide range
of media platforms.


PUBLIC MEDIA WORKS: Recurring Net Losses Cue Going Concern Doubt
----------------------------------------------------------------
Public Media Works, Inc., filed on June 3, 2011, its annual report
on Form 10-K for the fiscal year ended Feb. 28,2011.

Anton & Chia, LLP, in Newport Beach, California, expressed
substantial doubt about Pubic Media Works' ability to continue as
a going concern.  The independent auditors noted that the Company
has incurred significant recurring net losses and negative cash
flows from operations through Feb. 28, 2011, and it has an
accumulated deficit of $12.83 million as of Feb. 28, 2011.

The Company reported a net loss of $7.68 million on $7,139 of
revenue for the fiscal year ended Feb. 28, 2011, compared with a
net loss of $108,435 on $50,000 of revenue for the fiscal year
ended Feb. 28, 2010.

The Company's operating expenses for the fiscal year ended
Feb. 28, 2011, were $7.56 million as compared to $75,399 for the
fiscal year ending Feb. 28, 2010.  Included in operating expenses
is $5.74 million of stock compensation expense, related to
restricted stock grants to employees and consultants, stock
issuances to settle disputes with both vendors and former
employees and employee and consultant stock option grants.  An
additional $735,190 was spent on outside consultants including
legal fees $306,330, investor relations specialists $70,000 and
other outside consultant in marketing, sales and finance $317,703.

The Company's balance sheet at Feb. 28, 2011, showed $1.21 million
in total assets, $1.17 million in total liabilities, and
stockholders' equity of $38,595.

A copy of the Form 10-K is available at http://is.gd/CiSYgb

                     About Public Media Works

Sausalito, Calif.-based Public Media Works, Inc., and its wholly-
owned subsidiary, EntertainmentXpress, Inc., a California
corporation , are engaged in the business of offering self-service
kiosks which deliver DVD movies to consumers.

Public Media Works, Inc., has historically been engaged in the
development, production, marketing and distribution of film, music
and television entertainment titles.  The Company has an ownership
interest in several film and television projects, but expects no
revenue from these projects.  As of May 4, 2010 with the
acquisition of Entertainment Xpress, Inc., the Company has focused
exclusively on its kiosk business and intends to continue this
focus going forward.  In March 2011, the Company installed its
first 25 kiosks under the DBA of "Spot. The difference(TM)".


QUADRA FNX: Moody's Assigns 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Quadra
FNX Mining Ltd., including a corporate family rating of B1, a
probability of default rating of B1, and a B1 rating to the
company's proposed $500 million of guaranteed senior unsecured
notes. At the same time, Moody's assigned a speculative grade
liquidity rating of SGL-1. The outlook is stable.

RATINGS RATIONALE

Quadra's B1 corporate family rating reflects its limited diversity
and modest size, as well as the relatively short reserve life of
the existing mines. In addition the rating considers the material
dependence on one mine for a significant portion of the company's
copper production as well as EBITDA, high cost production profile
at a number of the company's mines, and the geologic complexity
and mineral variation at the Robinson mine, the key revenue and
earnings contributor. However, the rating acknowledges the
company's modest leverage pro forma for the debt issue, and
substantive cash position, which will support its substantive
capital investments over the next few years, particularly the
development of the Sierra Gorda copper project in Chile in a joint
venture with Sumitomo, as the company looks to achieve its
strategic growth objectives. This position will accommodate
possible negative free cash flow generation at copper prices lower
than current robust levels, which price correction Moody's sees as
likely over the next 12 to 15 months. Notwithstanding the
reasonable leverage position and solid liquidity, the operating
risks, short lived production profile at currently operating
mines, and higher cost position are key rating drivers

The company's SGL-1 rating reflects its strong liquidity position.
Pro forma for the debt issuance Quadra will have approximately
$1.1 billion of cash (based upon March 31, 2011 cash position) and
liquidity is expected to be sufficient to support requirements
over the next twelve to fifteen months, including capital
expenditures. Capital expenditures over the next several years
include approximately $656 million for the Sierra Gorda project.
Moody's notes that the company does not have a revolving credit
facility. The company does not currently pay dividends.

The senior unsecured notes are rated at the same level as the
corporate family rating (B1) as there is no other debt in the
capital structure and no material liabilities that would rank
ahead of the notes.

The stable outlook reflects Moody's expectation that market
conditions and prices for copper over the next twelve to fifteen
months will remain favorable and provide for a reasonable level of
cash generation to support the substantive capital expenditures
over this time frame. The outlook also anticipates that the
company will continue to maintain discipline with respect to the
use of debt in its capital structure and adjust or slow capital
spending should market conditions deteriorate.

Going forward, the ratings could be lowered if Quadra experiences
any significant operational difficulties, particularly at the
Robinson mine, capital requirements for Sierra Gorda increase more
than is currently anticipated, or if the liquidity position
deteriorates significantly. In addition, should free cash
flow/debt be less than 5% on a sustainable basis, downward
pressure could arise. Upward rating pressure is limited at this
time due to the significant capital expenditures required over the
next several years, together with the need to increase the
production profile and production life as well as achieve lower
overall costs, which depends upon the Sierra Gorda project being
successfully developed.

Assignments:

   Issuer: Quadra FNX Mining Ltd.

   -- Speculative Grade Liquidity Rating, Assigned SGL-1

   -- Corporate Family Rating, Assigned B1

   -- Probability of Default Rating, Assigned B1

   -- Senior Unsecured Regular Bond/Debenture, Assigned B1, LGD 4,
      52%

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

Quadra FNX Mining Ltd. engages in the development and production
of mineral properties primarily in Canada, the United States, and
Chile. The principal metal produced is copper, but other metals
such as nickel, gold, and platinum group metals are produced in
conjunction. Quadra was formed as a result of the May 2010 merger
of Quadra Mining Ltd. and FNX Mining Company Inc. Revenues of
approximately $958 million in 2010 do not include a full year of
FNX Mining.


QUADRA FNX: S&P Gives 'B+' Corp. Credit Rating; Outlook is Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating and stable outlook to Vancouver-based
copper producer Quadra FNX Mining Ltd.

At the same time, Standard & Poor's assigned its 'BB-' issue-level
rating and '2' recovery rating to Quadra's $500 million senior
unsecured notes. "A '2' recovery rating indicates our expectation
of substantial (70%-90%) recovery in a default scenario. Proceeds
from the unsecured notes issuance will be held as cash, and
gradually used to fund the development of the company's Sierra
Gorda  mining project in Chile," S&P related.

"The ratings on Quadra reflect what we view as the company's weak
business risk profile highlighted by its high cost profile,
volatile copper prices, large growth capital expenditure, and
short reserve lives at some of its mines," said Standard & Poor's
credit analyst Donald Marleau. "Counterbalancing these factors, in
our opinion, are Quadra's modest debt leverage amid record high
copper prices and improving operating diversity in attractive
mining jurisdictions," Mr. Marleau added.

Quadra FNX operates six copper mines in the U.S., Canada, and
Chile, and holds interests in various advanced development
projects that include the Sierra Gorda mine.

Standard & Poor's considers Quadra's business risk profile as weak
due to the company's high cost profile and limited diversity, as
well as its reliance on historically strong copper prices to
finance its improving breadth of assets and potentially lower its
cash production costs. Despite adding several mines with its 2010
all-stock merger with FNX Mining Co. Inc., Quadra remains highly
reliant on the Robinson mine in Nevada for nearly half of its
copper production. Moreover, Robinson has inconsistent ore grades
and unpredictable mineralogy that expose it to short-term
variability in production and costs. "We believe that the
development of the Sierra Gorda project could improve our
assessment of Quadra's business risk profile upon its completion
in 2014, given the expectation of added diversity, lower cash
costs, and a longer aggregate reserve life," S&P stated.

S&P continued, "The stable outlook reflects our view that Quadra's
credit measures should remain strong for the rating at current
copper prices, and that liquidity should remain adequate through a
multiyear period of large growth-oriented capital spending. That
said, we expect that pressure on the rating would emerge if copper
prices dropped below US$3.00 per pound, or about 30% lower than
current prices and consistent with Standard & Poor's base-case
prices for 2013 and 2014. We believe that Quadra's financial risk
profile could deteriorate rapidly, with leverage escalating beyond
4x in such a scenario, likely weakening its liquidity position but
leaving adequate cash to complete the construction of Sierra Gorda
if capital costs remain stable. A positive rating action is
unlikely during the initial development of Sierra Gorda."


RCLC INC: Plan Confirmation Hearing Further Adjourned to July 14
----------------------------------------------------------------
The confirmation hearing on the First Amended Joint Plan of
Liquidation of RCLC, Inc., f/k/a Ronson Corporation, RA
Liquidating Corp. f/k/a Ronson Aviation, Inc., and RCPC
Liquidating Corp. f/k/a Ronson Consumer Products Corporation has
been further adjourned from May 26, 2011, to July 14, 2011, at
10:00 a.m.

The plan confirmation hearing was originally scheduled for April
28, 2011, and has been postponed several times since then, the
last date set being on May 26.

The U.S. Bankruptcy Court for the District of New Jersey approved,
on March 24, 2011, the disclosure statement explaining RCLC's
First Amended Joint Plan of Liquidation as containing adequate
information pursuant to the Bankruptcy Code, a copy of which is
available for free at http://is.gd/aFNUp9

The Joint Plan provides that (i) the Priority Claims, the
Prepetition Credit Facility Claims, the Getzler Henrich Claim, and
the Other Secured Claims, as those terms are defined under the
Plan, have either been satisfied in full or will be satisfied in
full following the confirmation of the Plan; (ii) the General
Unsecured Claims will not be fully satisfied subject to the
requisite approval of the holders of those Claims; and (iii)
equity holders of the Debtors will receive no distribution under
the Plan, their interests will be canceled upon confirmation of
the Plan.

Voting deadline for the Debtors' creditors was last set for April
21, 2011.

                        About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., now known as RA
Liquidating Corp., filed for Chapter 11 protection on Aug. 17,
2010 (Bankr. D. N.J. Case No. 10-35315).  The Debtor estimated its
assets at $10 million to $50 million and its debts at $1 million
to $10 million.  Affiliates RCLC, Inc. (Bankr. D. N.J. Case No.
10-35313), and RCPC Liquidating Corporation (Bankr. D. N.J. Case
No. 10-35318) filed separate Chapter 11 petitions on Aug. 17,
2010, each estimating their assets at $1 million to $10 million
and debts at $1 million to $10 million.  The cases, along with
RCLC, Inc.'s, are jointly administered, with RCLC, Inc., as the
lead case.

Michael D. Sirota, Esq., and David M. Bass, Esq., and Felice R.
Yudkin, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Hackensack, N.J., represent the Debtors as counsel.  Attorneys at
Lowenstein Sandler, PC, represent the Creditors' Committee as
counsel.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd., is not included in the filing.

Upon the closing of the sale of the Company's Aviation Division on
Oct. 15, 2010, the Company ceased to have operations, other
than to effectuate its wind-down and approve its liquidation plan
by the Bankruptcy Court.


SAN MARCOS: Receiver Fires Gen. Manager Frank Heavlin
-----------------------------------------------------
Luci Scott at the Arizona Republic reports that Frank Heavlin,
general manager of the Crowne Plaza San Marcos Golf Resort in
Chandler, Arizona, for 7 1/2 years, was fired by the court-
appointed receiver of the property.  Mr. Heavlin said he was given
no reason for his sudden departure.  The resort's chief
information-technology employee also was fired.

According to the report, the receiver is Rhode Island-based
Smiling Hospitality, whose principal is Kirby Payne.  He declined
to comment.  A receiver is an independent individual appointed by
a court to handle money or property during litigation.  Mr.
Heavlin said that Payne had praised him for the good job he was
doing at the hotel but that the relationship began to sour when
the resort's owner, San Marcos Capital Partners LP, filed for
Chapter 11 bankruptcy protection in March.  The resort's owners
are Heavlin and three Denver men: Bob Bigelow and brothers
Jeffrey and Joseph Witt.

                     About San Marcos Capital

San Marcos Capital Partners, LP, owns the Crowne Plaza San Marcos
Golf Resort in downtown Chandler, Arizona.  It filed a Chapter 11
petition (Bankr. D. Ariz. Case No. 11-07144) on March 18, 2011.
Duncan E. Barber, Esq., at Bieging Shapiro & Burrus, LLP, in
Denver, Colorado, serves as counsel to the Debtor.  The Debtor
estimated assets of up to $50,000 and debts of up to $50,000,000
as of the Chapter 11 filing.


SCANWOOD CANADA: Union to Continue Representing Workers
-------------------------------------------------------
Bill Power at The Chronicle-Herald reports that the union
representing former Scanwood Canada Ltd. workers in Dartmouth will
pursue succession rights if a new operator purchases the plant and
resumes making furniture there.

"The collective agreement will still apply if a new owner brings
in a majority of previous workers," the Chronicle-Herald quotes
Carla Bryden, a national representative with the union, as saying.

According to the report, Ms. Bryden said the union is organizing a
meeting with some of the 220 workers from the plant in order to
gauge their response to a letter received last week from Scanwood
director Bo Thorn.

The Chronicle-Herald relates that Mr. Thorn wants wage and
scheduling concessions should he reclaim the operation through the
liquidation process.  Workers rejected a similar proposal from
Scanwood just before the plant closed.

"We are obliged to present the proposal to the members but want to
stress wages and benefits had absolutely nothing to do with the
failure of that business," Mr. Bryden said, according to The
Chronicle-Herald.

The request for concessions will be presented to the workers
within the next couple of weeks, the report notes.

The Chronicle-Herald reports that a liquidation sale of the plant
is being organized by Green Hunt Wedlake Inc., the court-appointed
receiver of the 220,000-square-foot furniture manufacturing
facility.  The deadline for submissions is on July 22.

Receiver spokesman Robert Hunt has said there have been three
serious inquiries about purchasing the plant.

Meanwhile, The Chronicle-Herald reports that the Nova Scotia
Supreme Court has ruled that some critical equipment, worth about
$1.1 million, could not be removed from the plant by Homag Canada
Inc. prior to the liquidation sale.

Scanwood Canada Ltd. ceased operations and went into receivership
in April, owing creditors about $24 million.

Scanwood Canada is a supplier of cabinets to Swedish retailer
Ikea.  It has 248 employees at its Burnside Industrial Park plant
in Dartmouth.  The four major creditors are RBC Royal Bank, the
Province of Nova Scotia, Ikea and the Business Development Bank of
Canada.


SENTINEL MANAGEMENT: Trustee Balks at FTN Bid to Delay Trial
------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Sentinel Management
Group Inc.'s bankruptcy trustee on Thursday blasted a bid by FTN
Financial Securities Corp. to postpone a bribery trial in Illinois
federal court, saying FTN has had plenty of time to conduct
discovery to mount its defense.

Law360 relates that trustee Frederick J. Grede said FTN
Financial's bid to postpone the trial -- scheduled to begin Aug. 9
-- provides no basis for an open-ended continuance of "at least
three months" and is part of a delaying strategy employed by FTN
Financial throughout the case.

                       About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represent the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed a plan of liquidation for Sentinel on
December 15, 2008, and Mr. Grede is managing the liquidation.


SEQUOIA PARTNERS: Has Exclusive Right to File Plan Until July 27
----------------------------------------------------------------
The Hon. Frank R. Alley of the U.S. Bankruptcy Court for the
District of Oregon extended until July 27, 2011, Sequoia Partners,
LLC's, exclusive periods to file a proposed chapter 11 plan.

The Court solicited written responses from all interested parties.
The Court received responses from Rogue River Mortgage and South
Valley Bank asking that the Court condition approval of the motion
upon the Debtor disclosing certain information in advance of the
June 22, 2010 settlement conference.  The Court declined to place
conditions on the approval of the motion in order to facilitate
the scheduled settlement conference.

As reported in the Troubled Company Reporter on May 6, the Debtor
said it is simultaneously litigating its bankruptcy case and its
adversary proceeding against Rogue River Mortgage, LLC, Paradise
Ranch Land Development, LLC and Lynn Costantino.  The outcome of
the adversary proceeding (Case No. 10-06270) will determine the
parties' rights to and interests in Sequoia's primary asset -- the
property underlying the Paradise Ranch Resort & Golf Planned
Community.

                    About Sequoia Partners, LLC

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, serves as the Debtor's bankruptcy counsel.  Beowulf
Consulting, LLC, serves as accountant.  The Debtor estimated
assets at $50 million to $100 million and debts at $10 million to
$50 million.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
members to the official committee of unsecured creditors.


SHILO INN: Cathay Bank Wants Exclusivity Extensions Denied
----------------------------------------------------------
Principal secured creditor Cathay Bank asks the U.S. Bankruptcy
Court for the Central District of California to deny the request
of Shilo Inn, Killeen LLC. et al., for exclusivity extensions.

Cathay has a deed of trust, liens and security interests on
substantially all of the Debtor's real and personal property,
including its hotel.  The collateral secured indebtedness
exceeding $15 million.

The Debtor asked the Court to extend their exclusive periods to
file and solicit acceptances for the proposed chapter 11 plan
until July 3, 2011, and Sept. 2, respectively.

Cathay explains that the Debtor has not provided any hard evidence
to support its assertion that it is making progress in the case
sufficient to justify extending its exclusive periods.

Cathay Bank is represented by:

         LOCKE LORD BISSELL & LIDDELL LLP
         Alfred M. Clark III, Esq.
         Brandon J. Witlow, Esq.
         300 South Grand Avenue, Suite 2600
         Los Angeles, CA 90071
         Tel: (213) 485-1500
         Fax: (213) 485-1200
         E-mail: aclark@lockelord.com
                  bwitkow@lockelord.com

                          About Shilo Inn

Portland, Oregon-based Shilo Inn, Killeen, LLC, filed for
Chapter 11 bankruptcy on Dec. 6, 2010 (Bankr. C.D. Calif. Case No.
10-62057).  David B. Golubchik, Esq., and John-Patrick M. Fritz,
Esq., Levene Neale Bender Rankin Et Al, serve as bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Shilo Inn, Diamond Bar, LLC (Bankr. C.D. Calif. Case No.
10-60884) filed separate Chapter 11 petition on Nov. 29, 2010.

The case is jointly administered with Shilo Inn Killeen.


SIGNAL HILL: Aims to Settle All Claims Thru Property Development
----------------------------------------------------------------
Signal Hill Crossroads, LLC, delivered to the U.S. Bankruptcy
Court for the Western District of Virginia a Chapter 11 plan and
disclosure statement dated May 16, 2011.

The Plan contemplates the satisfaction of the claims of all of the
Debtor's creditors from the development and sale or leasing of its
property in Culpeper County, Virgnia, an 81-acre parcel of real
estate.

The Plan divides the Debtor's creditors into five classes: (1)
postpetition administrative claimants; (2) the secured claim of
the County of Culpeper for real estate taxes; (3) the secured
claim of S.F.C. II, L.L.C; (4) general unsecured creditors; and
(5) insider creditors.  The claims of all classes are impaired.

A full-text copy of the Signal Hill Disclosure Statement is
available at http://bankrupt.com/misc/SIGNALHILL_DiscStm.pdf

The Court is set to consider approval of the Disclosure Statement
at a July 18, 2011, hearing at 10:00 a.m.  Interested parties have
until July 11 to file any written objections to the Disclosure
Statement.

Vienna, Virginia-based Signal Hill Crossroads, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. Case W.D. Va. No. 11-
60365) on Feb. 14, 2011.  Douglas E. Little, Esq., at Douglas E.
Little, Attorney At Law, in Charlottesville, Va., serves at the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


SIGNAL HILL: Court Fixes July 18 Claims Bar Date
------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia has
established July 18, 2011, as the last date for creditors of
Signal Hill Crossroads LLC to file proofs of claim pursuant to
Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure.

Any creditor holding a claim listed on the Debtor's schedules not
listed as disputed, contingent or unliquidated as to amount, may,
but need not, file a proof of claim.

Any creditor whose claim is not listed or which claim is listed as
disputed, contingent, or unliquidated as to amount, must file its
proof of claim on or before July 18.


Vienna, Virginia-based Signal Hill Crossroads, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. Case W.D. Va. No. 11-
60365) on Feb. 14, 2011.  Douglas E. Little, Esq., at Douglas E.
Little, Attorney At Law, in Charlottesville, Va., serves at the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


SIGNATURE STYLES: Spiegel Owner Files for Chapter 11 to Sell
------------------------------------------------------------
Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business for
$21.7 million at a foreclosure sale in June 2009.  Debt includes
$37.2 million owing on a secured term loan and revolving credit.
Unsecured debt totals $35.3 million, which include $9.8 million
owing to trade suppliers and $23.2 million in customer
obligations.  The lenders and owners are funds affiliated with
Patriarch Partners LLC.

Robert Angart, chief restructuring officer, says the Spiegel brand
has lived through many different incranations since its Civil war-
era.  Founded in Chicago, the Debtors are now a catalog and
Internet specialty retailer.  Internet purchases account for 75%
of total sales.  The Debtors have three primary brands: Spiegel,
Newport News, and Shape Fx.

Mr. Angart said, "As a result of the overall decline in the retail
market during the past several years, the Debtors experienced a
reduction in sales and lower than expected revenues.  The Debtors
believe that, while their products remain competitive in the
market, they need to restructure their business operations to
align the company's costs with current retail consumer demand and
significantly reduce their liabilities.

For fiscal 2010, Signature Styles had net sales of $119.9 million
resulted in a $25.6 million operating loss and a $31.1 million net
loss. Spiegel is responsible for 75 percent of revenue.

The Spiegel business has been in Chapter 11 before.  Then named
Spiegel Inc., it filed under Chapter 11 in March 2003, sold other
businesses during reorganization, and retained 440 Eddie Bauer
stores when purchase offers didn't seem adequate.

         Patriarch Deal Subject to Competitive Bidding

Prepetition, the Debtors tapped the services of Western Reserve
Partners LLC, a Cleveland based investment banking firm, to assist
in the market of the assets.

The Debtors have signed a deal to sell their assets to Artemiss,
LLC, an acquisition entity formed by an affiliate of New York-
based Patriarch, in return for the assumption of specified debt,
including $30 million owing on the term loan and revolving credit.
The buyer will also honor some customer obligations.

Patriarch will provide up to $7 million in DIP financing --
consisting of a senior revolving credit facility -- for the
Chapter 11 case provided that the Debtors pursue an expedited 11
U.S.C. Sec. 363 sale process as contemplated in their stalking-
horse agreement.  The DIP financing will mature Aug. 15, 2011.

The deal is subject to higher and better offers at a bankruptcy
court sanctioned auction.  The stalking-horse purchase agreement
requires approval of bidding procedures by July 7 and approval of
a sale by Aug. 4.  The Debtors expect to consummate the sale
within 60 days from the Petition Date.

The Debtors said the sale to Patriarch will result in a
continuation of the Debtors' business and preserve more than 100
jobs.


TRIBUNE CO: Former Directors Want Claims Deemed Timely Filed
------------------------------------------------------------
Ten former officers of Tribune Co. separately ask the Bankruptcy
Court to deem timely each of their claims in connection with these
lawsuits:

Officer                   Caption of Lawsuit
-------                   ------------------
Timothy P. Knight         Official Committee of Unsecured
                          Creditors of Tribune Co. v. Timothy
                          Knight and Official Committee of
                          Unsecured Creditors of Tribune Co. v.
                          FitzSimons, et al.

Thomas Leach              Official Committee of Unsecured
                          Creditors of Tribune Co. v.
                          Thomas D. Leach and Official
                          Committee of Unsecured Creditors
                          of Tribune Co. v. FitzSimons et al.

John Reardon              Official Committee of Unsecured
                          Creditors of Tribune Co. v. John E.
                          Reardon and Official Committee of
                          Unsecured Creditors of Tribune Co. v.
                          FitzSimons et al.

Scott Smith               Official Committee of Unsecured
                          Creditors of Tribune Co. v.
                          Scott C. Smith and Official
                          Committee of Unsecured Creditors
                          of Tribune Co. v. FitzSimons et al.

Kathleen Waltz            Official Committee of Unsecured
                          Creditors of Tribune Co. v. Kathleen
                          M. Waltz and Official Committee of
                          Unsecured Creditors of Tribune Co. v.
                          FitzSimons et al.

John Vitanovec            Official Committee of Unsecured
                          Creditors of Tribune Co. v. John J.
                          Vitanovec and Official Committee of
                          Unsecured Creditors of Tribune Co. v.
                          FitzSimons et al.

Timothy Landon            Official Committee of Unsecured
                          Creditors of Tribune Co. v. Timothy J.
                          Landon and Official Committee of
                          Unsecured Creditors of Tribune Co. v.
                          FitzSimons et al.

Luis Lewin                Official Committee of Unsecured
                          Creditors of Tribune Co. v. Luis E.
                          Lewin and Official Committee of
                          Unsecured Creditors of Tribune Co. v.
                          FitzSimons et al.

Richard Malone            Official Committee of Unsecured
                          Creditors of Tribune Co. v. Richard
                          Malone and Official Committee of
                          Unsecured Creditors of Tribune Co. v.
                          FitzSimons et al.

David Hiller              Official Committee of Unsecured
                          Creditors of Tribune Co. v. David Dean
                          Hiller and Official Committee of
                          Unsecured Creditors of Tribune Co. v.
                          FitzSimons et al.

Each Former Officer seeks advancement, reimbursement,
indemnification and contribution from the Debtors for, among
other things, any costs or liability that may be incurred in
defending the Lawsuits.

The deadline for filing proofs of claim expired on June 12, 2009.
The Lawsuits were filed between November and December 2010.

Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, in Bear,
Delaware, -- ams@saccullolegal.com -- relates that the Officers
did not file the Proofs of Claim prior to the Bar Date because
they did not believe they had any indemnification claim against
any Debtor and did not anticipate that they would be sued based
on their service as officers/directors of any Debtor.  However,
the Officers believe the Debtors' indemnification obligations
remained in force despite the Debtors' filing for bankruptcy,
according to Mr. Saccullo.  More importantly, the delay in filing
of the Proofs of Claim is a function of the timing of the filing
of the Lawsuits, Mr. Saccullo stresses.  The Committee's delay in
suing the Officers was not within their reasonable control, and
the Former Officers had no reason to believe that they would be
sued, Mr. Saccullo insists.  Mr. Saccullo assures the Court that
deeming the Proofs of Claim timely would not open the floodgates
because the number of former officers and directors for whom the
relief would also be appropriate is limited in size.

                       Committee Objects

Counsel to the Committee, Adam G. Landis, Esq., at Landis Rath &
Cobb LLP, in Wilmington, Delaware, argues that the Officers
failed to explain why a delay of six months after the Lawsuits
were filed is excusable.  If it was odd for Tom E. Ehlmann, et
al., to wait five months from the filing of the Lawsuits to press
their claims for indemnification, then it is odder still that the
Officers led by Mr. Knight have waited an additional month to
seek the same relief, Mr. Landis asserts.

However, the Creditors' Committee says it appreciates that the
Court may find that the distinctions between the current motions
and the similar motions previously filed by Mr. Ehlmann, et al.
If the Court is inclined to grant the Officers' Motions, the
Committee asks that the Court establish a unified procedure for
addressing the underlying claims in a systematic and cost-
effective matter.

                 Court Deems Claims Timely

In separate orders, Judge Carey deems the claims filed by the
Officers to have been filed prior to the Bar Date.

Judge Carey further ruled that Mr. Knight may file one or more
proofs of claim on or within 14 days after the entry of this
order.  Any proof of claim will be deemed to have been filed
prior to the Bar Date.

                        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)


SPECTRA ENERGY: Moody's Rates Shelf Registration at '(P)Ba1'
------------------------------------------------------------
Moody's Investors Service has assigned first-time ratings of Baa3
to Spectra Energy Partners, LP's (SEP) $500 million of proposed
senior unsecured notes, and (P)Baa3 senior unsecured and (P)Ba1
subordinated ratings to its shelf registration. The rating outlook
is stable.

Assignments:

   Issuer: Spectra Energy Partners, LP

   -- Multiple Seniority Shelf, Assigned (P)Baa3/(P)Ba1

   -- Senior Unsecured Regular Bond/Debenture, Assigned Baa3

RATINGS RATIONALE

"SEP's Baa3 rating is based much on the support and
creditworthiness of its general partner Spectra Energy Corp (SE)
for which SEP is a strategic financing vehicle, as well as the
stability of its rate-regulated natural gas transmission and
storage assets," says Moody's vice president Mihoko Manabe.

SEP is soundly capitalized, though its debt is structurally
subordinated to a material amount of debt at its pipeline
subsidiaries. While Moody's foresees no near-term downward
pressure on SEP's rating, the rating agency assesses SEP to be
weaker relative to other investment grade MLPs in terms of SEP's
still modest scale of operations, which reflects a still early
stage in its development as a public entity. This rating is also
constrained by the credit risks associated with the master limited
partnership (MLP) corporate finance model.

Through its subsidiaries, SEP is engaged principally in interstate
natural gas transportation and storage activities which are
regulated by the Federal Energy Regulatory Commission. SEP owns
100% of East Tennessee Natural Gas pipeline with its ancillary
Saltville Gas Storage facility, Ozark Gas Transmission and Ozark
Gas Gathering. It also holds equity investments in Gulfstream
Natural Gas System, LLC (Baa2 senior unsecured, 49% owned by SEP,
1% owned by SE, 49% owned by Williams Partners L.P. and 1%
directly by The Williams Companies, Inc.) and Market Hub Partners
(not rated, 50% owned by SEP, 50% owned by SE).

Being rate-regulated, SEP is more stable than many other MLPs that
rely on gas processing, marketing, or other such commodity-price
and volume-sensitive businesses. Moody's has assessed SEP's
business risk as low, based on the durable performance, in
particular, of its pipeline affiliates East Tennessee, Gulfstream,
and Saltville mitigated by the significant re-contracting risk at
Ozark and Market Hub Partners (combined almost 30% of adjusted
revenues).

The Baa3 rating strongly factors in the support and
creditworthiness of its sponsor SE, a sizable pipeline operator
with significant financial resources (its guaranteed senior
unsecured obligations at financing subsidiary Spectra Energy
Capital, LLC rated Baa2), which has to-date nurtured SEP's early
years with a strong balance sheet. Not only is SEP roughly 70%
owned by SE, but SEP is also a strategic subsidiary of SE as an
alternative financing vehicle and a principal source of raising
equity capital in the foreseeable future.

Moody's expects SE to implement a long-term strategy to grow SEP
through a combination of third-party acquisitions (such as the
recently announced $390 million acquisition of the Big Sandy
Pipeline), dropdowns, and modest ongoing organic projects. This
expected close relationship could cause SEP's ratings to go up or
down in the direction of SE's ratings.

Moody's notes that the SEP debt is structurally subordinated to
significant amounts of subsidiary debt, including $1,149 million
of off-balance sheet debt at its Gulfstream equity investment.
Moody's believes that proportionally consolidating the Gulfstream
and Market Hub Partners equity investments provides a fuller view
of the leverage within the SEP organization than on a strictly
equity accounting basis. Thus adjusting for proportional
consolidation, EBITDA/interest is 5.5 times and Debt/EBITDA is 4.3
times for the last twelve months ended March 2011.

The stable outlook indicates Moody's view that SEP's rating is
unlikely to change over the next 12 to 18 months. The stable
outlook is supported by SEP's affiliation with SE and the
stability of its assets.

Though an upgrade is unlikely in the foreseeable near future, SEP
could be eventually rated Baa2 if its asset portfolio grows to a
size more comparable to those of its Baa2-rated MLP peers as well
as to SE's other assets. SE's rating could be upgraded if
Debt/EBITDA, adjusted to proportionally consolidate SEP's equity
investments, is sustained in the 3 times range.

SEP's rating could come under pressure should the company be
unable to manage its expiring contracts, finance acquisitions with
considerably more debt than equity or have trouble integrating
acquisitions. SEP's rating could be lowered if it sustains
Debt/EBITDA ratios above 5 times.

The principal methodology used in this rating was Global Midstream
Energy published in December 2010.

Headquartered in Houston, Texas, Spectra Energy Partners, LP is a
publicly traded master limited partnership, which is sponsored by
Spectra Energy Corp.


SULPHCO, INC: Gets NYSE Amex Notice of Delisting
------------------------------------------------
SulphCo, Inc. disclosed that on June 7, 2011, the Company was
notified by the NYSE Amex LLC of the intent of the Exchange to
strike the common stock of SulphCo from the Exchange by filing a
delisting application with the Securities and Exchange Commission
pursuant to Section 1009(d) of the NYSE Amex LLC Company Guide.

Specifically, the written notice from the Exchange stated that the
Company was not in compliance with Section 1003(a)(i) of the
Company Guide with stockholders' equity of less than $2 million
and losses from continuing operations and/or net losses in two out
of its three most recent fiscal years; Section 1003(a)(ii) of the
Company Guide with stockholders' equity of less than $4 million
and losses from continuing operations and/or net losses in three
out of its four most recent fiscal years; and Section 1003(a)(iii)
of the Company Guide with stockholders' equity of less than $6
million and losses from continuing operations and/or net losses in
its five most recent fiscal years.

The Company does not intend to appeal the Exchange's determination
to delist the Company's common stock.  As such, on June 14, 2011,
the Exchange's determination will become final.  The Exchange will
then suspend trading in the Company's common stock and submit an
application to the SEC to strike the Company's common stock from
listing and registration on the Exchange.

After the Company's common stock is delisted, the Company cannot
predict whether any trading market, including any over-the-counter
trading market, for the Company's common stock will develop or be
sustained.

                      About SulphCo, Inc.

Houston-based SulphCo -- http://www.sulphco.com/-- has developed
a patented safe and economic process employing ultrasound
technology to alter the molecular structure of liquid petroleum
streams.  The overall process is designed to "upgrade" the quality
of liquid petroleum streams by modifying and reducing the sulfur
and nitrogen content to make those compounds easier to process
using conventional techniques, as well as reducing the density and
viscosity.


TENNECO INC: Fitch Upgrades IDR to 'BB'; Outlook Stable
-------------------------------------------------------
Fitch Ratings has taken these rating actions on Tenneco, Inc.
(TEN):

   -- IDR upgraded to 'BB' from 'BB-';

   -- Secured credit facility rating upgraded to 'BBB-' from
      'BB+';

   -- Senior unsecured rating upgraded to 'BB-' from 'B+'.

In addition, Fitch has withdrawn TEN's senior secured second lien
notes rating and its subordinated notes rating due to the full
repayment of the associated debt. TEN's ratings apply to a $622
million secured revolving credit facility, a $130 million tranche
B-1 letter of credit/revolving loan facility, a $149 million
secured term loan B and senior unsecured notes totaling $975
million. The Rating Outlook for TEN is Stable.

The upgrade of TEN's ratings reflects the strengthening of the
auto supplier's credit profile that has taken place over the past
year as conditions in the global auto industry continue to
improve. The better operating environment, along with steps the
company took during the downturn to rationalize its cost
structure, have resulted in increased margins and lower leverage,
although free cash flow has been pressured somewhat by working
capital effects and increased capital spending. Nonetheless, total
liquidity at March 31, 2011, remained sufficient, with relatively
light near-term debt maturities and manageable cash pension
obligations. Looking ahead, Fitch expects TEN to benefit
meaningfully from tightening global emission standards for light
and commercial vehicles, as well as off-road equipment. Primary
risks to TEN's credit profile include industry cyclicality,
increasing raw material costs and higher gasoline prices, although
the decline in the company's cost structure and its stronger
balance sheet have improved its ability to withstand another
weakening of auto market conditions.

As with many global Tier 1 suppliers, TEN has benefited from the
rebound in auto production that has taken place since late 2009.
Net revenue in the first quarter ended March 31, 2011, increased
34% to $1.8 billion, outpacing an estimated 5% increase in global
light vehicle production in the period, largely due to an
increasing mix of light vehicles containing TEN-supplied products,
as well as higher commercial vehicle production. As revenues are
rising, the company has been able to take advantage of cost
savings actions, as well as increased asset utilization on higher
business levels, to support margins. Since 2008, TEN permanently
reduced 2,250 jobs from its workforce and closed several
facilities, including three manufacturing facilities in North
America and an engineering facility in Australia.

Going forward, Fitch expects TEN will continue to see demand for
its products outpace overall vehicle production due to its strong
position in the global emission control segment. Worldwide,
emission regulations are tightening, not only for on-road vehicles
but also for off-road equipment, including heavy construction
machinery, locomotives and marine equipment. This is leading to
new business opportunities for TEN, with the company estimating
that up to 35% of its original equipment revenue will be driven by
commercial vehicle and off-highway business by 2015 versus about
9% in 2010. This level of growth, on top of the expected global
growth in light vehicle production, could lead to a doubling or
more of the company's original equipment revenue over the next
five years. With the permanent changes to the company's cost
structure, higher business levels are expected to keep margins at
or above the current historically high levels over the
intermediate term.

In the 12 months ended March 31, 2011, TEN's credit profile
strengthened as a result of its improved operating performance,
while the level of total debt was roughly flat. As of March 31,
2011, TEN's leverage (debt/EBITDA) stood at 2.4 times (x), down
from 3.0x at the end of the first quarter of 2010, while total
debt was $1.3 billion, about the same as at March 31, 2010. EBITDA
(as calculated by Fitch) increased to $559 million in the 12
months ended March 31, 2011, from $440 million in the prior period
as revenue grew 28% to $6.4 billion, while the company's EBITDA
margin was flat at 8.8%. However, free cash flow declined to $39
million in the 12 months ended March 31, 2011, from $143 million
in the prior period, despite a $207 million increase in funds flow
from operations to $382 million. The decline in free cash flow was
driven both by a $184 million negative working capital effect on
increased business levels (versus a $90 million working capital
benefit in the year-earlier period) and a $37 million increase in
capital spending to $159 million.

TEN ended the first quarter of 2011 with a sufficient liquidity
position that consisted of $199 million in cash and marketable
securities and a total of $652 million in availability on the
company's primary revolving credit facilities (including the
tranche B-1 letter of credit/revolving loan facility), for a total
liquidity position of $851 million. In addition, TEN had $68
million of availability on its North American receivables
securitization facilities. Short-term debt and current maturities
of long-term debt at March 31, 2011, stood at $146 million. Beyond
2011, maturities of long-term debt are minimal, $5 million or less
per year, until the $250 million in senior unsecured notes comes
due in 2015.

Over the intermediate term, Fitch expects TEN's metrics to
strengthen further as the company benefits from improving market
conditions, new business wins (especially those tied to commercial
vehicle and off-highway emissions control systems) and continued
cost discipline, all of which are expected to lead to higher
margins and increased free cash flow. Fitch's projects that
leverage will decline slightly during 2011 and could fall further,
to below 2x, by year-end 2012 as a result of ongoing EBITDA growth
and a modest decline in debt. Cash liquidity could grow to nearly
$300 million in 2011 and potentially above $400 million in 2012 if
EBITDA margins remain in roughly the 9% range. The lack of near-
term debt maturities suggests that total debt could remain around
$1.2 billion for the next several years, although the company
could prepay the $149 million outstanding on its secured term loan
without penalty. Also, the TEN's senior unsecured notes due 2015,
which have $250 million outstanding, are callable beginning in
November of this year. Fitch expects free cash flow is will remain
solidly positive over the intermediate term, although it could dip
slightly in 2011 on increased capital spending. Beyond 2011, Fitch
expects capital spending is likely to increase further each year,
but stay relatively consistent as a percentage of revenue.

TEN's credit facility has two financial covenants, a leverage
ratio and an interest coverage ratio. As of March 31, 2011, the
leverage ratio covenant required the company to maintain leverage,
as defined in the credit agreement, below 4.0x and the interest
coverage ratio covenant required the TEN to maintain interest
coverage, also as defined in the agreement, above 2.55x. The
leverage ratio covenant tightens to 3.75x for the period ending
June 30, 2011, and it tightens again to 3.5x for the period ended
September 30, 2011, and for each period thereafter. The interest
coverage covenant tightens to 2.75x in the period ended March 31,
2012, and for each period thereafter. Although the covenants
tighten in future periods, Fitch expects the company will be able
maintain sufficient headroom with respect to the covenants that
the tightening will not pose any ratings concerns.

The greatest risk facing TEN's credit profile in the near term is
the potential for another slowing of the global economy. However,
this risk is offset somewhat by the company's increasingly diverse
customer base and lower cost structure, as well as the regulatory
environment, which will increase the market for emission control
solutions regardless of the strength of the global economy. In
addition, a lack of meaningful debt maturities until 2015 further
helps to mitigate liquidity risk over the next several years,
particularly if market conditions weaken. Rising fuel prices
present a risk to the extent that they could result in a decline
in overall vehicle demand, as well as cause a demand shift toward
smaller vehicles that are less profitable for TEN. Increasing raw
material costs could put some pressure on TEN's margins, but a
substantial portion of the increase will be passed along to the
company's original equipment customers. Offsetting higher material
costs in the aftermarket could be more difficult, however. Fitch
notes that the company's exposure to the March 2011 earthquake and
tsunami in Japan has thus far been limited, and the events there
are not expected to have a meaningful impact on TEN's credit
profile.

The 'BBB-' rating assigned to TEN's secured credit facilities, two
notches above the IDR, reflects the facilities' collateral
backing, which includes virtually all of the company's U.S.
assets, as well as 66% of the stock of TEN's first-tier foreign
subsidiaries. The credit facilities also are guaranteed on a
secured basis by TEN's material U.S. subsidiaries. The 'BB-'
rating assigned to the company's unsecured debt, one notch below
the IDR, reflects the substantial amount of secured debt in the
company's capital structure. If TEN were to fully draw on both its
revolving credit facility and its tranche B-1 facility, roughly
half of the company's debt would be secured, weakening the
position of unsecured debt holders.

The Stable Outlook on TEN's ratings reflects Fitch's view that the
company's credit profile has improved sufficiently to withstand
weaker industry conditions if they were to redevelop, although
Fitch's current industry outlook is for continued global
production growth over the intermediate term (despite the
curtailment in Japanese production that is expected for much of
2011). Fitch could revise the Outlook to Positive or upgrade TEN's
ratings if global vehicle production shows continued improvement
and if the company's credit metrics strengthen further. On the
other hand, Fitch could revise the Outlook to Negative or
downgrade the ratings in the case of a steep drop in vehicle
production tied to a weakening in the global economy that causes a
meaningful deterioration in the company's credit metrics over a
prolonged period. A debt-financed acquisition or shareholder-
friendly actions that result in an increase in leverage also could
prompt a negative rating action.


TRI-CITIES FAST: Business as Usual, Working on Ch. 11 Plan
----------------------------------------------------------
Tri-Cities Fast Lubes, Inc., one of the nation's larger Jiffy Lube
franchisees with 16 quick-oil change stores in the North West,
commenced Chapter 11 proceedings in January 2011 for the purpose
of restructuring its financial affairs and resolving financial
differences with its franchisor and major oil supplier.

Since the commencement of the Chapter 11 case, the business has
continued to operate in the ordinary course with no interruptions
of any kind.  "While the decision to file for Chapter 11 was not
an easy one, we ultimately felt it was the best course of action
to protect our business while we work toward a resolution of our
financial issues with Jiffy Lube International and Pennzoil," said
Sean Porcher, TCFL's CEO.  "While we have been working diligently
towards and would prefer to find a solution that would permit us
to continue as part of the Jiffy Lube network, we refuse to
compromise the recoveries of our stakeholders and employees to do
so."

Dating back to early 2010, the company has been unable to reach
agreement on the differences that exist with both Jiffy Lube
International and Pennzoil, Shell Oil.  "Our franchisor and oil
supplier continue to place overly burdensome demands upon us that
will continue to cripple our business for decades to come,"
explained Mr. Porcher.   The the company takes its first step in
separation from Pennzoil by announcing plans to reject their oil
supply contract dating back to 2008.  While Pennzoil is a leading
brand in the motor oil market, the premium installers pay for the
brand quickly erodes their bottom line cash flow.  Pennzoil often
provides upfront capital to fund business start-up in return for
long term purchase agreements.  Once under purchase agreement,
companies like TCFL are obligated to purchase exclusively from
Pennzoil regardless of price increases or competitive
fluctuations.  "The rejection of this supply agreement will
provide us the flexibility to explore agreements with competing
brands.  We are currently fielding offers from other major oil
suppliers and franchisors who are interested in forging a
strategic partnership with us to grow the quick oil change
business in the North West," explained Mr. Porcher.

For Tri-Cities Fast Lubes, Inc. to emerge from Chapter 11 as
anticipated, they need to show a long-term viable business plan.
While the company remains hopeful that the plan can be built
around their foundation as a Jiffy Lube franchisee and Pennzoil
products customer, Porcher noted: "our number one priority is
making TCFL successful for years to come.  I have spent over half
of my life in the Jiffy Lube system, but we are really at a
crossroads here.  If other oil companies and franchisors are
willing to forge an alliance with us and provide us upfront
capital to help fund our emergence from Chapter 11, we will have
no choice other than to seriously consider those offers."

While the company has made no announcement regarding lease
rejections, Porcher noted that their deadline is quickly
approaching for assumption or rejection of leases.  The company is
currently making contingency plans regarding lease rejections if
their differences cannot be resolved with Shell.

Based in Arroyo, California, Tri-Cities Fast Lubes, Inc., is a
Jiffy Lube franchise operator.  The Company filed for Chapter 11
bankruptcy protection on Jan. 10, 2011 (Bankr. C.D. Calif. Case
No. 11-10125).  Judge Robin Riblet presides over the Debtor's
case.  Jonathan Gura, Esq., at Michaelson Susi & Michaelson,
represents the Debtor in its restructuring efforts.  The Debtor
estimated both assets and debts of between $1 million and $10
million in its petition.


TRIBUNE CO: Names Nils Larsen CEO of Broadcasting Division
----------------------------------------------------------
Tribune Company announced that Nils Larsen has been appointed as
chief executive officer of its broadcasting division, and that the
position previously held by Jerry Kersting has been eliminated.
Effective immediately, Larsen assumes responsibility for the
strategic vision and day-to-day operations of the company's 23
television stations, its national cable network, WGN America, and
WGN Radio.

"Tribune's broadcasting group has gotten off to a strong start
this year -- a result of having great assets in the biggest
markets in the country, a rapidly growing cable network, and
talented and innovative employees," said Eddy Hartenstein, Tribune
Company's chief executive officer.  "Nils is the right person to
lead our broadcasting operations; he's thoughtful, creative, and
has the vision necessary to maximize the effectiveness of the
group."

Mr. Larsen has served as chairman of Tribune Broadcasting since
October, 2010, and he continues to serve as chief investment
officer of Tribune Company.  He joined the company in 2008.

"Our broadcasting operations are led by gifted people, who know
their customers and local communities very well," said Mr. Larsen.
"We've been expanding local news, developing new original
programming and making smart decisions with our syndicated
programming, which is driving ratings and resonating with
advertisers.  We have momentum and there's a lot more opportunity
ahead."

                        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)


UNITED CONTINENTAL: Gives Notice Of 4.50% Notes Put Option
----------------------------------------------------------
United Continental Holdings, Inc., in a public statement dated
May 24, 2011, informed holders of the $726,000,000 outstanding
principal amount of its 4.50% Senior Limited-Subordination
Convertible Notes due 2021 that they have an option, according to
the terms of the Notes, to require the company to purchase, on
June 30, 2011, all or a portion of the holders' Notes at a price
equal to $1,000 per $1,000 principal amount of the Notes, plus
any accrued and unpaid interest to, but excluding, June 30, 2011.

As June 30, 2011 is an interest payment date for the Notes,
interest accrued up to the purchase date will be paid to record
holders as of the regular record date immediately preceding this
interest payment date, and therefore United Continental expects
that there will be no accrued and unpaid interest due as part of
the purchase price.

Under the terms of the Notes, United Continental has the option
to pay the purchase price for the Notes with cash, United
Continental common stock, or a combination of cash and UAL common
stock.  The company has elected to pay for the Notes solely with
cash.

Consistent with the rules of the U.S. Securities and Exchange
Commission, United Continental submitted a tender offer statement
on Schedule TO-I on May 24, 2011, with respect to the right of
each holder of the Notes to sell and the obligation of the
company to repurchase the Notes.

United Continental Senior Vice President for Finance and
Treasurer Gerald Laderman states that the Company is the issuer
of the Notes and is obligated to purchase all of the Notes if
properly tendered by the holders under the terms and subject to
the conditions set forth in an indenture dated July 25, 2006,
among United Continental, United Air Lines, Inc., as guarantor,
and The Bank of New York Mellon Trust Company, N.A. as trustee.

United Continental will pay to the SEC $84,289 as registration
fee for the Notes, which filing fee equals $116.10 for each
$1,000,000 of the value of the transaction.

In addition, United Continental issued a notice on May 24, 2011,
to the holders of the Notes specifying terms, conditions and
procedures for exercising the Put Option.  The notice is
available through The Depository Trust Company and the paying
agent, which is The Bank of New York Mellon Trust Company, N.A.

Neither the company, its board of directors, nor its employees
has made or is making any representation or recommendation to any
holder as to whether to exercise or refrain from exercising the
Put Option, Mr. Laderman clarifies.

Noteholders' opportunity to exercise the Put Option will commence
on June 1, 2011, and will terminate at 5:00 p.m. ET on June 29,
2011.  Holders may withdraw any previously delivered purchase
notice pursuant to the terms of the Put Option at any time prior
to 5:00 p.m. ET, on June 29, 2011.

The address of The Bank of New York Mellon Trust Company, N.A. is
Corporate Trust Operations, 2 N. La Salle Street, Suite 1020,
Chicago, IL 60602, Attention: Mr. Dan Donovan, Phone: (312) 827-
8547, Fax: (312) 827-8542.

Full-text copies of the Schedule TO-I and Notice to 4.50%
Noteholders are available for free at:

  http://ResearchArchives.com/t/s?7613
  http://ResearchArchives.com/t/s?7614

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

                           *     *     *

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.


UNITED CONTINENTAL: Reduces Capacity on Rising Fuel Costs
---------------------------------------------------------
United Continental Holdings, Inc., has resized its operation and
has expected flat consolidated capacity year-over-year in 2011 in
light of rising fuel costs and global instability, Zane Rowe,
executive vice president and chief financial officer of the
Company, said at the Bank of America Merrill Lynch Global
Transportation conference on May 19, 2011.

United has twice reduced its planned full year 2011 capacity
growth in light of rising fuel prices, Mr. Rowe emphasized.

In addition, United Continental has reduced near-term fuel price
volatility through hedging program, Gerry Laderman, senior vice
president - finance and treasurer of the Company, continued.
About 46% of remaining 2011 expected consolidated fuel
consumption is hedged by the Company, according to Mr. Laderman.

Despite rising fuel costs, the Company has sufficient liquidity
available for integration needs, Mr. Laderman noted.  Indeed, for
the quarter ended March 31, 2011, United Continental has $8.9
billion in unrestricted liquidity, he disclosed.  He added that
the Company's ancillary revenue per passenger has increased 150%
since 2007.

Mr. Rowe further stated that United Continental hopes to achieve
these merger-related milestones:

  * extend branding to remaining hubs by fourth quarter of 2011;

  * receive single operating certificate by year-end 2011; and

  * put in place a single reservation system by mid-2012.

The merger between United Air Lines, Inc. and Continental
Airlines, Inc. is on track to achieve 25% of gross synergies in
2011, Mr. Rowe said.

In other updates, Mr. Laderman mentioned that United Continental
is focused on reducing debt and unencumbering assets.  He related
that $1.2 billion of scheduled debt and capital lease obligations
will be due in the second quarter of 2011 and $726 million in
convertible debt.  By 2015, nearly half of the United mainline
aircraft will come off lease or have debt maturing, he added.

A copy of the slides of the presentation is accessible for free
at http://bankrupt.com/misc/United_0519BofASlides.pdf

             United Raises Fares as Fuel Costs Rise

United and Continental raised fares in late April by up to $20
per round trip ticket on many U.S. flights to combat higher fuel
costs, The Associated Press reported.

United spokesperson Mike Trevino disclosed that fares were up $3
each way on flights longer than 500 miles, and $10 each way for
first class tickets, AP said.

The report noted that U.S. airlines have raised prices more than
half a dozen times this year.  Despite that, United Continental
has lost $213 million to higher fuel costs, the report said.
United Continental saw its fuel bill rise $560 million or 26%
from a year ago, the report added.

A separate report from The Columbus Dispatch added that United
Continental paid 35% more for fuel in the first three months of
the year than it did a year earlier.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

                           *     *     *

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.


UNITED CONTINENTAL: Merged Company Facing Thousands of Questions
----------------------------------------------------------------
United Air Lines, Inc. and Continental Airlines, Inc. are taking
care of the details of their $3.2 billion merger, Susan Carey of
The Wall Street Journal reports.

The merged company will be faced with "a thousand of questions
large and small" as they strive to bring consistency to their
operations and ultimately earn Federal Aviation Administration
clearance to fly as one, Ms. Carey states.  Among those questions
are: How many bowling balls should passengers be allowed to
check? What is the best way to lift a Labrador retriever into
cargo hold" Should baggage tags be blue or orange?

The combined company already took steps to allow passengers at
some of the largest airports it serves to check in and print
boarding passes for flights on either airline using either
carrier's check-in kiosks, Ms. Carey discloses.  Initially, 2,200
kiosks at 80 airports will be enabled, she notes.

United and Continental also aligned their boarding processes,
linked some aspects of their frequent-flier plans and rolled out
new branding -- the melding of Continental's blue and gray globe
logo and the United name -- at the big hub at Chicago's O'Hare
International Airport, Ms. Carey states.

Complete integration is expected by mid-2012, according to Ms.
Carey.

Ms. Carey comments that the toughest challenges faced by merging
airlines are usually the meshing of reservation systems, fleets
and employees.  Other operational issues abound, especially
between behemoths like United and Continental that have been
accumulating manuals, training regimens and other how-we-do-it
idiosyncrasies for eight decades, she writes.

Indeed, many issues have yet to be settled, Ms. Carey notes.  She
points out that the name and rules of a combined frequent-flier
plan haven't been set.  The two airlines have also not decided
whether to retain United's three-cabin layout on international
planes, go with Continental's two-cabin configuration, or some
variant, she adds.

To address those issues and other details, 25 integration teams
across the company are tasked to scrutinize how the carriers
operate and decide how to reconcile differences, The Journal
notes.  "There are a million things going on here," The Journal
quotes Lori Gobillot, Esq., a former Continental lawyer who is
now vice president of integration management at the combined
carrier, as saying.

The goal is to select safe, consistent and cost-efficient
policies to satisfy regulators and smooth the transition for
employees and customers, relates Ms. Carey.

According to Ron Ashkenas' blog with www.Forbes.com, United
Continental Chief Executive Officer Jeff Smisek acknowledged that
integrating two airlines is complex and that full integration
process would take between 12 and 18 months, citing an internal
communication to Continental customers.

Since it started the integration process nine months ago, "United
Continental's traffic has experienced the trend of slowing growth
or declines . . . since combining operating data in October," Mr.
Ashkenas states.  The blog further notes that while smaller and
discount carriers managed to escape the "wrath of the declining
economy," United Continental experienced the brunt of it along
with greater losses associated with the merger.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

                           *     *     *

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.


VITRO SAB: Demands Disclosures From Dissenting Bondholders
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB is demanding that the ad hoc committee of
dissenting bondholders provide details about its members' holdings
or lose the right to participate in the U.S. subsidiaries'
bankruptcy reorganizations in Dallas.

The bondholders, according to Mr. Rochelle, said in a court filing
on June 3 that the "better than anticipated" auction for the U.S.
businesses is nonetheless "unlikely" to result any recovery for
unsecured creditors of the U.S. companies.  The bondholders
describe the gross price as being $64.4 million.  The bondholder
group is opposing approval of bonuses for senior managers and
payment of severance benefits.

Mr. Rochelle relates that Vitro filed papers on June 3 alleging
that the unofficial bondholder group is in default of its
obligations under bankruptcy rules requiring disclosure of claim
holdings by creditors acting together.  The company says the
bondholders only said earlier in the case that they control
$773 million of the $1.2 billion in notes in default for two
years.  Vitro says each bondholder in the group must disclose when
the notes were acquired and for how much.  Vitro also wants to
know details on any sales of bonds.

The bondholders, Mr. Rochelle notes, are opposing what they
calculate would be about $840,000 in bonuses for the chief
executive and chief financial officers.  The objectors say that
would be a retention bonus that Congress banned for companies in
bankruptcy.  They also object to $286,000 in bonuses for 15 other
managers.

Last week the bondholders filed a different set of papers opposing
immediate cash payment of severance benefits that arise from pre-
bankruptcy services.  There will be a June 13 hearing on Vitro's
motions for bonuses and severance payments.  A hearing date hasn't
been set yet on the motion to compel disclosure by bondholders
about what they own.

Vitro announced last week that American Glass Enterprises LLC, an
affiliate of Sun Capital Partners Inc., won the auction for the
U.S. businesses with a bid of $55.1 million.  June 9 is the date
of the hearing to approve the sale.

                        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.


VITRO SAB: U.S. Units Identify Contracts to Be Assigned to Buyer
----------------------------------------------------------------
Vitro America, LLC and its debtor affiliates filed with the U.S.
Bankruptcy Court for the Northern District of Texas a list of all
contracts that they may assume and assign in connection with the
sale of substantially all of their assets.

The Debtors propose to pay a total of $4,195,837 as cure amounts
for about 553 contracts to be assumed and assigned, a schedule of
which is available for free at:

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

The Court previously entered an order approving bidding procedures
in connection with the sale of substantially all of the Debtors'
assets.

The Debtors clarify that their decision to assume and assign the
Contracts to the successful bidder is subject to Court approval
and the consummation of the sale under the amended and restated
purchase agreement or the successful bidder's purchase agreement.

                        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.


VITRO SAB: Creditors Seek to Lift Stay to Service Demand Notices
----------------------------------------------------------------
Knighthead Master Fund, L.P.; Brookville Horizons Fund, L.P.;
Davidson Kempner Distressed Opportunities Fund L.P.; and Lord
Abbett Bond-Debenture Fund, Inc. ask the U.S. Bankruptcy Court for
the Northern District of Texas to lift the automatic stay to
permit service of demand notices on Vitro Asset Corp., et al --
the Alleged Debtors.

The Creditors' request is in furtherance of their requests to
reconsider the involuntary petitions of the Alleged Debtors.  The
involuntary petitions were denied because the Court found that the
Creditors did not serve written notices, demanding payment on
defaulted debt guaranteed by the Alleged Debtors.

Although the Creditors assert that demand was not required -- and
in any event that proper demand was made on those guarantors --
they filed this motion in an abundance of caution to the extent
that serving new Demand Notices upon the Alleged Debtors is stayed
under Section 362(a) of the Bankruptcy Code so that the Creditors
can resolve any defect in the prior demand made upon the Alleged
Debtors and obviate the need for further proceedings regarding the
alleged demand requirement, Allan S. Brilliant, Esq., at Dechert
LLP, in New York -- allan.brilliant@dechert.com -- relates.

Mr. Brilliant contends that if a condition granting an order of
relief is service of the Demand Notices, but the Demand Notices
cannot be served due to the automatic stay, then the Court would
potentially deny the Reconsideration Motions and dismiss the
Alleged Debtors' involuntary cases only to have the Creditors
serve the Demand Notices after the fact and then re-file the
Alleged Debtors' involuntary petitions.  Cause also exists to
modify the automatic stay for the proposed service of the Demand
Notices to streamline the proceedings in these Chapter 11 cases,
he insists.

The Creditors are represented by:

   Allan S. Brilliant
   DECHERT LLP
   1095 Avenue of the Americas
   New York 10036
   Tel: (212) 698-3500
   Fax: (212) 698-3599

   Jeff P. Prostok
   FORSHEY & PROSTOK, LLP
   777 Main St., Suite 1290
   Fort Worth, Texas 76102
   Tel: (817) 877-8855
   Fax: (8170 877-4151
   E-mail: jprostok@forsheyprostok.com

                        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.


WARNACO INC: Moody's Assigns 'Ba1' Rating to Secured Term Loan
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Warnaco Inc.'s
proposed $200 million 7 year term loan B. Warnaco Inc. is a wholly
owned subsidiary of The Warnaco Group, Inc. Warnaco's Ba1
Corporate Family and Probability of Default Ratings were affirmed.
The Baa2 ratings assigned to the company's asset-based revolving
credit facilities were placed on review for possible upgrade. The
rating assigned to the new term loan B is based on terms and
conditions as presented to Moody's and is subject to receipt and
review of final documentation for the proposed transaction. The
Corporate Family Rating outlook remains stable.

The proceeds of the term loan will be used for general corporate
purposes, which include funding internal growth and acquisitions,
repaying indebtedness and funding equity purchases

The review for possible upgrade of the asset based credit
facilities reflects the additional loss absorption that would be
available for the asset based lenders. Should the term loan B
close on the terms proposed, Moody's anticipates the Baa2 ratings
currently assigned to the company's asset based revolvers would be
upgraded by one notch to Baa1.

RATINGS RATIONALE

Warnaco's Ba1 Corporate Family Rating is supported by its solid
market position, its strong credit metrics and good liquidity as
well as broad channel diversification. The ratings are also
supported by the company's good operating margins and its track
record of consistent organic growth primarily fueled by strong
international growth of the company's Calvin Klein Jeans and
Calvin Klein Underwear businesses. The company's rating is
constrained by its narrow product focus, high concentration on the
reputation and image of the Calvin Klein brand, as well as
susceptibility to weakness in discretionary consumer spending
inherent in the apparel industry. The company's financial leverage
remains moderate; debt/EBITDA (incorporating Moody's standard
analytical adjustments) is estimated to be around 2.0 times pro
forma for the proposed transaction.

The Ba1 rating assigned to the proposed term loan reflects its
first priority interest in the Borrower's (Warnaco Inc.) and
Guarantor's (The Warnaco Group, Inc.) long term assets (including
a pledge of 65% of the stock of its direct foreign subsidiaries)
and its 2nd lien position on the collateral which secures the
company's asset-based revolver.

The stable rating outlook reflects expectations Warnaco will
sustain operating performance, invest in growth initiatives and
maintain balanced financial policies.

Upward rating momentum could develop over time if the company is
able to meaningfully diversify concentration risk around the
Calvin Klein brand and its limited product categories while
maintaining strong liquidity and credit metrics near current
levels. That a significant majority of the company's debt is
secured also constrains upward rating momentum.

Ratings could be downgraded if there is a persistent decline in
revenues or operating margins. Ratings could also be downgraded if
the company adopted significantly more aggressive financial
policies. Quantitatively, the rating could be downgraded if
adjusted operating margins materially erode from current levels or
debt/EBITDA is sustained above 3.0 times.

These ratings were affirmed:

   The Warnaco Group, Inc.

   -- Corporate Family Rating at Ba1

   -- Probability of Default Rating at Ba1

This rating was assigned:

   Warnaco Inc.

   -- $200 million term loan B due in June 2018 at Ba1 (LGD 3,
      46%)

These ratings were placed on review for possible upgrade (LGD
assessments are subject to change):

   Warnaco Inc.

   -- $270 million asset based revolver due August 2013 at Baa2
      (LGD 2, 20%)

   Warnaco of Canada Company

   -- $30 million asset based revolver due August 2013 at Baa2
      (LGD 2,20%)

The principal methodology used in rating Warnaco Group Inc. was
the Global Apparel Industry Methodology, published May 2010. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

The Warnaco Group, Inc., headquartered in New York, New York
designs, sources, markets, licenses and distributes a broad line
of intimate apparel, sportswear and swimwear worldwide under a
variety of brands such as Calvin Klein, Speedo, Chaps, Warner's
and Olga. Revenues for the twelve months ended April 2, 2011 were
approximately $2.4 billion.


WILLIAM LYON: S&P Lowers CCR to 'CCC-'; Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on California-based William Lyon Homes to 'CCC-' from 'CCC'
and its ratings on roughly $283 million of senior unsecured notes
to 'C' from 'CC'. "The '6' recovery rating, indicating our
expectation for negligible (0%-10%) recovery, is unchanged. We
also removed these ratings from CreditWatch, where we placed them
with negative implications on April 27, 2011, because the company
had not completed its fiscal year financial statements in
accordance with the terms governing its senior unsecured notes.
The outlook is negative," S&P related.

S&P noted, "Our rating on William Lyon reflects the company's
highly leveraged financial risk profile. The privately held
homebuilder recently filed its previously delinquent financial
statements, which revealed that large impairment charges were
taken in the fourth quarter of 2010. We lowered our rating because
these charges erased most of the homebuilder's tangible net worth
and contributed to covenant pressures. We also view the company's
business risk profile to be vulnerable because of lower home
prices in many of its core markets, which contributed to the
impairment charges, and a sales platform that we view to be
too small to support current interest costs and other fixed
expenses."

California-based William Lyon is a privately held homebuilder with
communities in California, Nevada, and Arizona. These markets
remain among the hardest hit by the nation's severe housing market
correction. As a consequence, the company's revenues have dropped
85% to just $290 million on 739 deliveries in the 12 months ended
March 31, 2011, from peak levels in 2004. "Adjusted EBITDA was
negligible during this period. Considering that the company is
selling out of just 19 communities, we view it to be highly
unlikely that the company will generate sufficient EBITDA to cover
interest incurred (estimated at about $60 million annually) in the
next year or two," S&P noted.

Falling home prices and slow new home sales in William Lyon's core
markets contributed to a $112 million impairment charge in the
fourth quarter of 2010. This charge equated to roughly 18% of the
company's owned inventory (previously $621 million) and eliminated
nearly all of the company's equity (just $13 million on March 31,
2011). Debt still totals about $518 million (98% of capital) and
includes $283 million of publicly traded senior unsecured notes.
This debt has a short weighted average maturity of a little less
than three years, which we consider to be problematic for a
company with a constrained liquidity profile.

The negative outlook reflects the company's constrained liquidity
profile and the heightened potential for a payment default if
management is not successful in resolving covenant issues or a
selective default if we deem a future debt exchange to be a
distressed exchange. "We would lower our corporate credit and
issue ratings to 'D' in the event of a payment default. We would
lower our issue ratings to 'D' in the event of a distressed
exchange or similar restructuring," S&P said.


WINDMILL DURANGO: Amends Schedules of Assets and Liabilities
------------------------------------------------------------
Windmill Durango Office LLC filed with the U.S. Bankruptcy Court
for the District of Nevada amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $20,000,000
  B. Personal Property            $1,389,774
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $16,500,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $43,355
                                 -----------      -----------
        TOTAL                    $21,389,774      $16,543,355

A full-text copy of the amended schedules is available for free at
http://bankrupt.com/misc/WINDMILLDURANGO_amendedsal.pdf

As reported in the Troubled Company Reporter on Nov. 16, 2010, the
Debtor amended its schedules disclosing assets of $21,389,774 and
liabilities of $16,535,000.

The TCR on its Aug. 30, version, the Debtor disclosed total assets
of $21,389,775 and total liabilities of $16,768,000.

                      About Windmill Durango

Las Vegas, Nevada-based Windmill Durango Office, LLC, currently
owns 4.49 acres of commercial real estate developed with a Class A
office with improvements in Clark County, Nevada.  IDC Windmill
Durango, LLC, is the general partner of Windmill Durango, LP,
which is the sole member of the Debtor.  The Debtor is managed by
Jeff Susa, Manager of IDC Windmill Durango, LLC.  The Company
filed for Chapter 11 protection on August 17, 2010 (Bankr. D. Nev.
Case No. 10-25594).  Zachariah Larson, Esq., and Shara Larson,
Esq., at Larson & Stephens, in Las Vegas, represent the Debtor as
counsel.  The Debtor proposed the law firm of Flangas McMillan Law
Group as special counsel.  The Debtor disclosed $21,389,774 in
assets and  $16,535,000 in liabilities as of the Petition Date.

Affiliates Windmill Durango Op, LLC (Bankr. D. Nev. Case No.
10-18058) and Windmill Durango Retail, LLC (Bankr. D. Nev. Case
No. 10-18056) filed for Chapter 11 protection on May 3, 2010.


WINDMILL DURANGO: Evidentiary Hearing on Plan Set for June 21
-------------------------------------------------------------
An evidentiary hearing regarding the confirmation of the Amended
Plan of Reorganization proposed by Windmill Durango Office, LLC,
is set to be held on June 21, 2011, at 9:30 a.m.

The deadline to file objections to the confirmation of the Plan
was May 31, 2011.  All replies to any confirmation objections must
be filed with the U.S. Bankruptcy Court for the District of Nevada
no later than June 14.

All parties who seek to be heard at the Confirmation Hearing will
have to file with the Court a pre-trial statement no later than
June 14.

The Honorable Linda B. Reigle approved the amended disclosure
statement explaining the Debtor's Amended Plan in an order dated
April 5, 2011.  The record date for purposes of soliciting votes
in connection with the confirmation of the Plan is April 8, 2011.
The voting deadline was May 31, 2011, and the Debtor is required
to file its ballot summary by June 14.

A full-text copy of the Amended Disclosure Statement, dated March
16, 2011, is available for free at:

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


                     About Windmill Durango

Las Vegas, Nevada-based Windmill Durango Office, LLC, currently
owns 4.49 acres of commercial real estate developed with a Class A
office with improvements in Clark County, Nevada.  IDC Windmill
Durango, LLC, is the general partner of Windmill Durango, LP,
which is the sole member of the Debtor.  The Debtor is managed by
Jeff Susa, Manager of IDC Windmill Durango, LLC.  The Company
filed for Chapter 11 protection on August 17, 2010 (Bankr. D. Nev.
Case No. 10-25594).  Zachariah Larson, Esq., and Shara Larson,
Esq., at Larson & Stephens, in Las Vegas, represent the Debtor as
counsel.  The Debtor proposed the law firm of Flangas McMillan Law
Group as special counsel.  The Debtor disclosed $21,389,774 in
assets and $16,535,000 in liabilities as of the Petition Date.

Affiliates Windmill Durango Op, LLC (Bankr. D. Nev. Case No.
10-18058) and Windmill Durango Retail, LLC (Bankr. D. Nev. Case
No. 10-18056) filed for Chapter 11 protection on May 3, 2010.


* Business Bankruptcies Fall 18% Compared With 2010
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 122,700 bankruptcy filings in the U.S. in May
were 12.5% fewer than the same month the year before. Commercial
bankruptcy filings are down even more.  The 6,570 business
bankruptcies in May represented an 18% decline from May 2010.
Filings in May were 8% below the year's peak in March, according
to data compiled from court records by Epiq Systems Inc.  May's
filings were 5% fewer than April.

If the pace for the year continues, 2011 would have about 1.465
million bankruptcies, or 9% fewer than 2011.  All 50 states
reported fewer bankruptcies so far this year, Epiq reported.
The 3,850 Chapter 11 filings by businesses so far this year are on
pace to end the year 13% below last year.


* California Bill on Municipal Bankruptcy Intervention Advances
---------------------------------------------------------------
American Bankruptcy Institute reports that California's Assembly
approved a bill Thursday that would require local governments to
go into mediation before they could file for bankruptcy, an option
some have discussed after Vallejo became the state's biggest city
to seek bankruptcy protection.


* Hawaii Chapter 11 Bankruptcy Filings Flat in May 2011
-------------------------------------------------------
Erika Engle at Star Advertiser reports that bankruptcy filings in
Hawaii were virtually flat in May, but there was a spike in
Chapter 13, or so-called wage-earner, cases.

The report, citing data released on June 1 from the U.S.
Bankruptcy Court, District of Hawaii, discloses that total filings
slipped 0.6% to 334 from 336 in the year-earlier period and marked
the fourth time in five months this year that the number of cases
had decreased from the same month in 2010.  For the year, the
1,567 cases filed are 5.1 percent lower than the 1,651 filings
through May of last year.

Star Advertiser says there were no Chapter 11 reorganization
filings by Hawaii businesses in May, though two businesses, Oahu-
based B.J. Genz Plumbing LLC and Vision Communications Inc., which
does business on Kauai as Kekaha Enterprises, filed for Chapter 7
liquidation.

While the number of Chapter 7 cases, which offer debt liquidation,
dropped 10.4% in May from a year ago, the number of Chapter 13
filings shot up 40.9%, to 93 cases from 66 for the same period.


* Investment Manager to be Sentenced for Securities, Mail Fraud
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a former investment manager
convicted in November of securities fraud and mail fraud for
operating a Ponzi scheme for 30 years is set to be sentenced
June 17, according to the U.S. attorney's office.


* Resilience Capital Raises $162.5 Million for Third Fund
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that Resilience Capital Partners
LLC closed on $132.5 million on May 25 for its first institutional
vehicle, Resilience Fund III LP, and rounded up $30 million more
for the vehicle in June, according to a person familiar with the
matter.

Headquartered in Cleveland, Ohio, Resilience Capital Partners --
http://www.resiliencecapital.com/-- specializes in investing in
lower middle market companies within a broad range of industries.
Resilience's value oriented investment strategy is to acquire
companies with solid business prospects in a wide variety of
special situations including underperformers, corporate
divestitures, turnarounds, and orphan public companies.  Since its
inception in 2001, Resilience has acquired 16 companies with total
revenue in excess of $1.5 billion.


* Baker Hostetler Adds Windels, Venable Bankruptcy Aces
-------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that Baker Hostetler
has boosted its bankruptcy and restructuring practice with the
addition of two decorated attorneys with complementary expertise
from Windels Marx Lane & Mittendorf LLP and Venable LLP.

Law360 says the firm announced Thursday that Regina L. Griffin and
Jorian L. Rose, formerly with Windels Marx and Venable,
respectively, joined as partners in the business group of the New
York office, where their talents will dovetail to serve clients in
an array of bankruptcy issues.


* Dickstein Shapiro Snaps Up 3 Bankruptcy Pros in NYC
-----------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that Dickstein Shapiro
LLP said Monday it had snagged two attorneys from Butzel Long and
one from Bingham McCutchen LLP to amp up its financial
restructuring and bankruptcy practice in New York.

According to Law360, Barry N. Seidel and Eric B. Fisher are
joining Dickstein Shapiro from Butzel Long, where they worked as
partners, and Stefanie B. Greer is coming from Bingham McCutchen,
where she was of counsel.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

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.


                  *** End of Transmission ***