TCR_Public/110415.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, April 15, 2011, Vol. 14, No. 104

                            Headlines

11700 SAN JOSE: Plan Confirmation Hearing Reset to April 26
ADVANCEPIERRE FOODS: S&P Affirms 'B' Corporate Credit Rating
ALABAMA AIRCRAFT: Wants to Terminate Pension Plan
ALLIED HEALTH: Founder Pleads Guilty to $87-Million Lease Fraud
ALLEGIANCE HAWKS: Sells Lot Parcel to F. Sultanali for $1 Million

ALUMINUM SERVICE: Bankruptcy Exit Plan Declared Effective
AMBASSADORS INT'L: U.S. Trustee, Creditors Oppose Sale Plan
APPLESEED'S INTERMEDIATE: Court Confirms Reorganization Plan
ARAPAHOE LAND: Files Schedules of Assets & Liabilities
ARAPAHOE LAND: Section 341(a) Meeting Scheduled for May 2

ARAPAHOE LAND: Taps Rogers & Anderson as Bankruptcy Counsel
ARIEL WAY: Completes Acquisition of Government-Buys
ASARCO LLC: Barclays Defends Fee Enhancement Award
ASARCO LLC: Ex-Employees Indentify Possible Toxic Sites
BANKUNITED FINANCIAL: Committee Files Liquidating Plan

BARNES BAY: Creditors Ask Judge to Appoint Ch. 11 Trustee
BIOLASE TECHNOLOGY: Sells 320,000 Shares at $5.60 Apiece
BLACK CROW: Court Denies GE Capital Plea to End Exclusivity
BLACK CROW: Asks for 60-Day Extension of Lease Decision Period
BLOCKBUSTER INC: Icahn Seeks Sanctions in Bondholder Suit

BLUE WATER AUTO: Dist. Court Reverses Ruling in McTevia-USDR Rift
BRIGHAM EXPLORATION: 2011 Bonus and 401(k) Matching Plans Okayed
CATALYST PAPER: To Hold April 28 Call for Quarterly Results
CATERING BOSS: Voluntary Chapter 11 Case Summary
CATHOLIC CHURCH: Wilm. Has 19th Interim Order on PIA Withdrawals

CATHOLIC CHURCH: Parties Object to Milwaukee Mediation Expenses
CATHOLIC CHURCH: CMRSA Wants Judgement on Separate Document
CENTRALIA OUTLETS: Files Chapter 11 Plan of Reorganization
CINRAM INTERNATIONAL: S&P Raises Corporate Credit Rating to 'B-'
CLEAN BURN: J. Peterson Named Financial Estate Analyst

CLEAN BURN: Proposes Northen Blue as Bankruptcy Counsel
CLEAN BURN: Wants to Hire Anderson Bauman as Financial Consultant
COMPOSITE TECHNOLOGY: Lender Wants Chapter 11 Trustee
COVENANT CARE: Voluntary Chapter 11 Case Summary
CPJFK LLC: Files Plan of Reorganization and Disclosure Statement

CRYSTALLEX INT'L: President to Assume Duties of VP Finance
DECRANE AEROSPACE: Moody's 'Caa1' Corporate Rating
DESERT PALMS: Case Summary & Largest Unsecured Creditor
DIVINE SQUARE: Intervest National Bank Seeks to Dismiss Case
DIVINE SQUARE: Proposes to Employ Property Tax Adjusters

DIVINE SQUARE: Seeks to Employ Holly Sime Realty as Leasing Agent
DLGC II: Voluntary Chapter 11 Case Summary
DOUGLAS ASPHALT: Martin Marietta Goes Back to Superior Court
DUKE AND KING: Access to Cash Until May 20 Subject to Milestones
DUKE FOODS: Case Summary & 20 Largest Unsecured Creditors

EMIVEST AEROSPACE: Bids for Two Properties Due June 16
ENRON CORP: ECRC Withdraws Rejection Notices & Pleadings
FIRST BANCORP: Inks Second Amendment to U.S. Treasury Agreement
GAS CITY: Receives $70 Million Offer From Speedway LLC
GREATER ATLANTA BROKERAGE: RE/MAX Seeks Chapter 11 Protection

GREGORY CARLING: Court Conditions Stay Relief on Sale Closing
E-DEBIT GLOBAL: Incurs $1.15 Million Net Loss in 2010
EASTSIDE ESTATES: Voluntary Chapter 11 Case Summary
EFD LTD: Section 341(a) Meeting Scheduled for May 10
FIRST DATA: Lenders Extend Due Date for $6.25-Bil. in Loans

FIRST JERSEY: $1.5-Mil. Sent to Investors Defrauded by Brennan
FLEMING STEEL: Case Summary & 20 Largest Unsecured Creditors
GARY PHILLIPS: Has Access to Cash Collateral Until April 29
GENERAL MOTORS: Old GM to Distribute New GM Shares to Creditors
GMX RESOURCES: Has Total Production of 6.0 Bcfe for 1st Qtr.

GOODYEAR TIRE: Moody's Puts 'Ba2' Rating to New Sr. EUR250MM Notes
GREEN VALLEY: Moody's Withdraws Ratings After Bankruptcy Filing
GREENBRIER COS: 38% of Outstanding 8-3/8% Notes Validly Tendered
GROVE STREET: Further Cash Collateral Hearing Set for April 28
H & D INVESTMENTS: Voluntary Chapter 11 Case Summary

HARBOUR EAST: Obtains Interim Court Okay to Use Cash Collateral
HOFMEISTER'S PERSONAL: Case Summary & Creditors List
HOWREY LLP: Faces Involuntary Chapter 7 Bankruptcy Petition
IDO SECURITY: Incurs $7.78 Million Net Loss in 2010
IMEDICOR INC: Sues Access Pharma for Breach of Contract

IMPLANT SCIENCES: Amends Credit, Note and Warrant Pacts With DMRJ
INDIANAPOLIS DOWNS: Organizational Meeting Set for April 18
INFUSION BRANDS: Has Oral Agreement for $2-Mil. Sale of Shares
JACKSON HEWITT: Receives Non-Compliance Notice From NYSE
JETBLUE AIRWAYS: Amended Bylaws Adopted to Conform With Del. Law

JILL JENSEN-AMES: Hit With $155T Judgment in Chan-Kraber Suit
KRONOS INTERNATIONAL: Fitch Upgrades Issuer Default Rating to 'B'
LADY FOREST: Section 341(a) Meeting Scheduled for May 6
LAKE PLEASANT: Voluntary Chapter 11 Case Summary
LEVI STRAUSS: Reports $39.17 Million Net Income in Feb. 27 Qtr.

LIQUIDMETAL TECHNOLOGIES: Inks Settlement/Purchase Pact With SAGA
LYONDELL CHEMICAL: Highland Sues UBS Over Contract Breach
MAGIC BRANDS: Submits Solicitation Version of Liquidation Plan
MAYFAIR BAGELS: Case Summary & 14 Largest Unsecured Creditors
MCCLATCHY CO: Bestinver Gestion Discloses 9.84% Equity Stake

MEDICAL PROPERTIES: Moody's Puts '(P)Ba2' Rating to Senior Notes
MESA AIR: Raspro & Wells Fargo Assert Administrative Claims
MESA AIR: Aircraft Solutions Asserts $408,000 in Admin. Expenses
MESA AIR: Court OKs Jan.-Aug. 2010 Professional Fees & Expenses
MGM RESORTS: Kirk Kerkorian Steps Down From Board

MIDWEST BANC: Court Okays Crowe Horwath as Accountants
MISSION BROADCASTING: Moody's Affirms 'B3' Corporate Family Rating
MORTGAGES LTD: District Judge Orders Managers to Pay $3.7-Mil.
MPG OFFICE: 2011 Annual Meeting of Stockholders on June 16
NEW CENTURY FIN'L: Credit Suisse Dodges Suit Over $3-Bil. Fraud

NORTEK INC: Moody's Assigns 'Caa1' to $500MM Sr. Unsec. Notes
NORTEL NETWORKS: Mediation on Sale Proceeds Issues Unsuccessful
NOVELOS THERAPEUTICS: Longview Discloses 7.60% Equity Stake
PALM HARBOR: Fleetwood Objects to Sr. Officer Incentive Program
PAPERWORKS INDUSTRIES: Moody's Gives 'B2' to $250-Mil. Loans

PITTSBURGH NAT'L GOLF: Files for Bankruptcy Protection
PJ FINANCE: Special Servicer Wants Chapter 11 Case Dismissed
POWDER RIVER: SEC Accuses Ex-Head Fox of Misleading Investors
POWER EFFICIENCY: 3 Directors Disclose Acquisition of Shares
RADICAL BUNNY: Four Execs to Pay $3.7 Million in SEC Fraud Case

RADIENT PHARMACEUTICALS: Ironridge Discloses 3.8% Equity Stake
RANDOLPH MEDICAL: In Chapter 11; Creditors Meeting May 31
REOSTAR ENERGY: Court OKs Killman Murrell as Accountants
RIVER WEST: Dist. Court Rejects Appeal Over Sale Proceeds
ROCK & REPUBLIC: GR Acquisition's $550T Claim Reduced to $20T

SANSWIRE CORP: To Acquire Global Telesat; Gets $1.5MM Financing
SATELITES MEXICANOS: Court OKs $96-Mil. Rights Offering
SH LEGGITT: Class Suit vs. Vanguard to Proceed in State Court
SHERIDAN GROUP: Extends Senior Secured Note Offering Until Today
SHOPS AT PRESTONWOOD: Wants to Sell 102 Residential Lots to DRHI

SILGAN HOLDINGS: S&P Puts 'BB+' Corporate on Watch Negative
SIRIUS XM: Liberty Radio Appoints V. Wittman & C. Vogel to Board
SLATER STEELS: Asset Buyer May Pursue CERCLA Claims
STINSON PETROLEUM: Avoidance Suit v. Bank Goes to Trial
STRIBORG INC: Case Summary & 6 Largest Unsecured Creditors

SUPERIOR OFFSHORE: Underwriters Strike $1.9MM Deal in IPO Suit
SUSTAINABLE ENVIRONMENT: Announces New Members to Board
TABI INT'L: Starts Liquidation; Notice to Gift Card Holders Sent
TAPATIO SPRINGS: Files Schedules of Assets & Liabilities
TAPATIO SPRINGS: Section 341(a) Meeting Scheduled for May 9

TAWK DEVELOPMENT: Amends Schedules of Assets and Liabilities
TELKONET INC: Raises $1.355MM From Preferred Shares Offering
TERRESTAR CORP: Gets Interim Okay to Hire Blackstone as Advisor
TERRESTAR NETWORKS: Plan Filing Exclusivity Extended Until July 22
TEXSTYLE, LLC: Expects to Exit Chapter 11 This Summer

THIRD TORO: Case Summary & 9 Largest Unsecured Creditors
TOP SHIPS: Announces Filing of Its Annual Report on Form 20-F
TOUSA INC: Creditors End Pursuit of Liquidation Plan Approval
TRANSWEST RESORT: Doubletree Hotel Faces Foreclosure Action
TRIBUNE CO: Judge Carey Resumes Hearing on Rival Ch. 11 Plans

TRIBUNE CO: Longacre, et al., Now Supporting Debtor Plan
TRIBUNE CO: Sam Zell Balks at Committee Request to Stay Suit
TRICO MARINE: Unit Out-of-Court Offer Extended Until Today
TRIZETTO GROUP: Moody's Puts 'B1' Ratings to New Credit Facilities
TRIZETTO GROUP: S&P Affirms 'B' Corporate Credit Rating

TROPICANA ENT: Yung Wants Lightsway Amended Suit Dismissed
TROPICANA ENT: Steering Committee Demands Documents from E&Y
UNIGENE LABORATORIES: To Invest $1.5 Million in Tarsa
VITRO SAB: Refiles Chapter 15 Petition as Mexico Case Reinstated
VITRO SAB: Chapter 15 Case Summary

WASHINGTON MUTUAL: FDIC Seeks Dismissal of Reconveyance Actions
WATCHWOOD LLC: Trustee to Auction Off Hagerstown Hotel
WAVE HOUSE: Wants Plan Filing Exclusivity Until June 1
WAVE HOUSE: Amends Schedules of Assets and Liabilities
WOLVERINE TUBE: Files First Chapter 11 Plan after Pension Deal

Z TRIM HOLDINGS: Incurs $10.91 Million Net Loss in 2010

* Hinshaw Grows Florida Offices With 8 Ex-Yoss Attorneys

* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors,
               Volumes I and II


                            *********


11700 SAN JOSE: Plan Confirmation Hearing Reset to April 26
-----------------------------------------------------------
Judge Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida rescheduled the hearing to consider
confirmation of 11700 San Jose Boulevard, LLC's Plan of
Reorganization to April 26, 2011, at 1:30 p.m.  The Court
previously set an April 14 confirmation hearing.

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.

Under the Plan, the Debtor proposes to pay Class 3 unsecured
claims in full, with no interest over 10 years.

The Debtor will make, among other things, to pay Class 4 Secured
Claim of Park Avenue Bank:

   -- monthly interest only payments for 6% for the first five
      years of the Plan; and

   -- monthly interest only payments amounting to $51,415
      amortized over 20 year term at an interest rate of 6% until
      the maturity date.

All Class 5 Equity Interest will be retained and all rights and
privileges as shareholders will remain unaltered

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/11700SanJose_DS.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.


ADVANCEPIERRE FOODS: S&P Affirms 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook to negative from stable on Cincinnati, Ohio-based
AdvancePierre Foods Inc.  "At the same time, we affirmed our
ratings on the company, including the 'B' corporate credit
Rating," S&P stated.

"In addition, we affirmed the 'B+' issue rating on the company's
first-lien term loan.  The recovery rating remains '2', indicating
our expectations of substantial (70%-90%) recovery in the event of
a payment default," S&P noted.

"The outlook revision reflects our estimate of AdvancePierre
Foods' tight cushion on its leverage covenant for the senior
secured term loan and our expectation that covenant levels will
remain tight throughout fiscal 2011," said Standard & Poor's
credit analyst Bea Chiem.

"The ratings on AdvancePierre Foods reflect our view of the
company's highly leveraged financial profile and weak business
risk profile," S&P related.

AdvancePierre Foods is a manufacturer of differentiated value-
added protein and handheld convenience food items sold primarily
to schools, national accounts, and food service distributors.
It develops, manufactures, and markets processed food items,
including meat products and ready-to-serve non-meat products.


ALABAMA AIRCRAFT: Wants to Terminate Pension Plan
-------------------------------------------------
Bankruptcy Law360 reports that Alabama Aircraft Industries Inc.
asked a Delaware bankruptcy judge on Tuesday to approve the
distress termination of its pension plan.  If obligated to make a
scheduled contribution to the plan on April 15, the company will
be forced to shut down, AAI said, according to Law360.

                        About Alabama Aircraft

Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provides aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, including its corporate
offices, is located at the Birmingham International Airport in
Birmingham, Alabama.  The Company currently has 92 salaried
employees and 234 hourly employees.  About 251 hourly employees
were furloughed since Jan. 1, 2010.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed -- Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said that the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations under the terms of its pension plan.  The
Company said it would likely cease operations by April 15,
2011, absent the elimination of its obligations under the pension
plan.  The Company owes $68.5 million to the Pension Benefit
Guaranty Corp.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to
the Debtors.

Alabama Aircraft estimated assets and debts of $1 million to
$10 million as of the Chapter 11 filing.


ALLIED HEALTH: Founder Pleads Guilty to $87-Million Lease Fraud
---------------------------------------------------------------
The owner and president of Allied Health Care Services, Inc., on
April 13 admitted to organizing and executing a $135 million phony
lease scheme that caused losses of more than $80 million and
victimized more than 50 financial institutions, U.S. Attorney Paul
J. Fishman announced.

Charles K. Schwartz, 57, of Sparta, N.J., pleaded guilty before
U.S. District Judge Susan D. Wigenton to one count of mail fraud.
Mr. Schwartz  was previously charged by Complaint and arrested by
special agents of the FBI on Sept. 2, 2010.  He has been in
federal custody since that time.

U.S. Attorney Fishman stated: "Charles Schwartz turned phantom
medical equipment into very real profits by tricking financial
institutions out of tens of millions of dollars. Also victimized
in this scheme were his employees, who watched his greed bankrupt
the company that signed their paychecks. New Jersey is a hub for
health care and financial industry, and we have no room for bad
actors who criminally exploit our success."

According to documents filed in this case and statements made in
Newark federal court:

From at least 2002 through July 2010, Mr. Schwartz , through
Allied Health Care Services, Inc., convinced financial
institutions to pay more than $135 million by telling them that
the money would be used to lease valuable medical equipment. In
reality, the purported medical equipment supplier did not provide
Mr. Schwartz and Allied with any equipment during that time.
Instead, the "supplier" created phony invoices which appeared to
reflect legitimate transactions.

As part of the scheme, Mr. Schwartz approached various financial
institutions and informed them that Allied needed to lease
particular medical equipment. Using the phony invoices from the
"supplier," Mr. Schwartz convinced the financial institutions to
enter into leasing arrangements. Pursuant to these arrangements,
the financial institutions purchased the medical equipment - which
they immediately leased to Mr. Schwartz and Allied - and sent
payment for the medical equipment to the purported supplier. The
"supplier" then sent the money received from the financial
institutions (minus his 3-5 percent payment) to an entity created
by Mr. Schwartz to facilitate the fraud.

In addition to spending millions of dollars on properties in New
Jersey and New York, including a horse farm, Mr. Schwartz used the
money in Ponzi-scheme fashion to repay earlier bank loans that
were a part of the scheme. By August 2010, several financial
institutions from which Mr. Schwartz had obtained loans filed
lawsuits against Mr. Schwartz and Allied, claiming he owed them at
least $20 million.  Allied and Mr. Schwartz were forced into
involuntary bankruptcy in August 2010 and September 2010,
respectively.  Losses from the scheme now total at least $80
million. Mr. Schwartz admitted that more than 50 victim financial
institutions lost a total of between $50 and $100 million as a
result of the scheme. Mr. Schwartz and the medical equipment
"supplier" undertook efforts throughout the scheme to deceive bank
examiners who wanted to inspect the non-existent medical
equipment, which had been purchased by the financial institutions.
Mr. Schwartz admitted that in advance of expected inspections by
financial institutions, he directed others to alter serial numbers
or create fraudulent serial numbers on existing ventilators to
match fraudulent invoices he had supplied to the various financial
institutions.  At times, when financial institutions sought to
review documentation regarding Allied's leasing of the ventilators
to its customers, Mr. Schwartz falsely told the financial
institutions that the information was protected by Health
Insurance Portability and Accountability Act regulations. At one
point during an August 2010 conversation between Mr. Schwartz and
the "supplier," Mr. Schwartz commented that the financial
institutions had fallen "hook, line and sinker" for the false
explanation given to bank examiners who asked why the purported
supplier used his home address on certain invoices.

The mail fraud charge to which Mr. Schwartz pleaded guilty carries
a maximum penalty of 20 years in prison and a fine of $250,000, or
twice the gross gain or loss from the offense. Sentencing is
scheduled for July 18, 2011.

U.S. Attorney Fishman credited special agents of the FBI,under the
direction of Special Agent in Charge Michael B. Ward, for the
continuing investigation which led to today's guilty plea.

The government is represented by Assistant U.S. Attorneys Jacob T.
Elberg and Joseph Mack of the U.S. Attorney's Office Health Care
and Government Fraud Unit in Newark.


ALLEGIANCE HAWKS: Sells Lot Parcel to F. Sultanali for $1 Million
-----------------------------------------------------------------
Honorable Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized Allegiance Hawks Creek
Commercial, LP, to sell a certain tract of land located in the
City of Westworth Village, Tarrant County, Texas, to Faisal
Sultanali for $1,114,000.  The Court also allowed AHCC to assume
and assign a related ground lease to Sultanali.

Proceeds of the sale will be distributed in this manner:

   -- Integral Real Estate Services, LLC, will be entitled to a
      consulting fee, and Stan Johnson Company will be entitled to
      a broker's fee.  Both fees will be 3% of the gross sales
      price.

   -- Rattikin Title Company will be paid a sum of up to $6,293.57
      for services and expenses actually rendered in connection
      with the Sale, including, Escrow, Courier/Overnight,
      Copy/Restrictions, and Policy Guaranty Fees, Title
      Insurance.

   -- The sum of $92.74 will be allotted for a Tax Report from the
      Tarrant County Real Property Tax Service.

   -- Angella Gregory will be paid at a reduced rate of $325 per
      hour times the number of hours for legal services on the
      transaction not to exceed a cap of $22,000, which will be
      escrowed and held by the Debtors for her legal fees in
      connection with the Sale.

   -- Brittain & Crawford, LLC will be entitled to the sum of up
      to $2,489.75 for survey services actually rendered in
      connection with the Sale.

   -- The Buyer The Buyer will receive a credit for Rent Proration
      in the amount of $5,661.36 at closing or an amount agreed
      upon by the parties should the sale not close on March 4,
      2011.

   -- Whataburger will receive reimbursement of survey costs, and
      construction costs owing to Whataburger pursuant to the
      Whataburger Lease in the amount of $24,828.

  -- Legacy Bank will be paid directly at closing all remaining
     sales proceeds from the Sale, but in event will that payment
     be less than $949,945

  -- Professional Fees carved out for post-March Cash Collateral
     budget, amount yet to be determined, will be escrowed and
     held by the Debtors.  The professionals include Integral Real
     Estate Services, LLC, Angella Gregory and The Curtis Law
     Firm, PC.

                      About Allegiance Hawks

Dallas, Texas-based Allegiance Commercial Development, L.P., and
Allegiance Hawks Creek Commercial, L.P., are commercial real
estate developers and each are in the business of owning,
developing, operating, leasing and selling their pieces of real
property, which constitute a project known as Hawks Creek
Commercial Shopping Center located at Westworth Village, Tarrant
County, Texas.

ACD and AHCC filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case Nos. 10-43853 and 10-43855) on Nov. 1, 2010.
Stephanie D. Curtis, Esq., Mark A. Castillo, Esq., and Jason M.
Katz, at The Curtis Law Firm, P.C., in Dallas, Tex., represent the
Debtors.  In its schedules, AHCC disclosed $15,781,966 in assets
and $20,548,132 in liabilities.  No official committees have been
appointed in the case.


ALUMINUM SERVICE: Bankruptcy Exit Plan Declared Effective
---------------------------------------------------------
Aluminum Service, Inc. emerged from Chapter 11 on March 31, 2011,
pursuant to a notice filed with the U.S. Bankruptcy Court for the
Middle District of Florida on March 22, 2011.

Aluminum Service's Amended Plan of Reorganization is declared
effective on March 31, 2011.

Pursuant to the Amended Plan, the Debtor intends to continue the
operation of its business, selling the Adamo Property and using
the equity to reduce its current obligations and debt service,
selling the Merchant Center Property to reduce its debt service,
refinancing the Fr. Myers Property to reduce its debt service, and
restructuring its line of credit with Bank of America, according
to The Troubled Company Reporter on March 16, 2011.

                    About Aluminum Service

Aluminum Service Inc., d/b/a ASI Building Products, is
headquartered in Tampa, Fla.  The Company has provided an array of
specialty products to commercial and residential contractors,
builders and governmental projects, since 1966.  Michael Patierno
is the President and the 100% stockholder of the Company.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-18160) on July 29, 2010.  The Debtor is
represented by Christopher C. Todd, Esq., at McIntyre, Panzarella,
Thanasides.  In its schedules, the Debtor disclosed $16,253,311 in
assets and $12,029,530 in liabilities.


AMBASSADORS INT'L: U.S. Trustee, Creditors Oppose Sale Plan
-----------------------------------------------------------
Bankruptcy Law360 reports that U.S. Trustee Roberta DeAngelis, the
U.S. trustee in Ambassadors International Inc.'s Chapter 11
bankruptcy case, objected Wednesday to the Company's proposed sale
procedures, claiming stalking horse bidder Whippoorwill Associates
Inc. is not entitled to bid protections because it is an insider.

Dow Jones' DBR Small Cap in a separate report said that two groups
of creditors are taking aim at Ambassadors International's
proposed sale of its luxury Windstar Cruises line, urging the
court to slow the process so they can take a closer look at the
stalking-horse deal the company struck with a firm that serves as
its lender, shareholder and senior secured note holder.

                 Agreement to Sell to Whippoorwill

On April 1, 2011, Ambassadors announced an agreement to sell
substantially all of its assets, including Windstar, to
Whippoorwill Associates, Inc., as agent for its discretionary
funds and accounts.  Whippoorwill intends to maintain Windstar's
business and operations and invest in Windstar's growth following
completion of the anticipated sale.  In addition, the financing
facility that received interim Court approval is being provided to
Windstar and Ambassadors by Whippoorwill.

As reported in the April 6, 2011 edition of the Troubled Company
Reporter, the Debtors are asking the U.S. Bankruptcy Court for the
District of Delaware to approve bid protections, auction process
and sale procedures where a newly created designee of Whippoorwill
will be the stalking horse bidder at the auction.

Whippoorwill, through certain of its discretionary funds and
accounts, is currently the sole lender under the prepetition
working capital facility, the beneficial owner of approximately
88% of the senior secured notes and a significant shareholder of
Ambassadors International, Inc.  According to the Debtors,
Whippoorwill represents the most logical purchaser for the assets.

The Stalking Horse Bidder's bid as set forth in the Stalking Horse
Agreement sets a "floor" on bids for the assets by providing for
purchase price consideration of approximately $40 million payable
in the form of (i) the payment in full in cash and assumption by
the Stalking Horse Bidder of the obligations of the Sellers under
the Prepetition Working Capital Facility and the DIP Facility;
(ii) a credit bid and release of the Sellers' obligations under
the 10% senior secured notes due 2010 issued by Ambassadors
International, Inc., in an amount of not less than $19 million;
and (iii) assumption of other liabilities.

                      The Bidding Procedures

The Debtors propose that in the event that they receive other
offers to buy their assets, an auction will be held by May 2,
2011, at 10:00 a.m. (prevailing Eastern Time).  The Debtors
propose that the deadline to submit a bid is April 29, 2011, at
4:00 p.m. (prevailing Eastern Time).  Interested bidders must
offer to pay a purchase price greater than the Purchase Price plus
an initial overbid of $250,000.

A Bid must be accompanied by (i) a certified check or wire
transfer, payable to the order of the Sellers, in the amount of
10% of the Bid, which funds will be deposited into an interest
bearing escrow account to be identified and established by the
Sellers.  The Good Faith Deposit will be retained by the Sellers
until three business days after the earlier of (i) the Closing
Date, or (ii) 20 days following the sale hearing.  The Sellers are
requesting that the Court approve the scheduling of the sale
hearing for May 6, 2011.

If a Qualified Bid other than the Stalking Horse Agreement is
selected as the highest and best bid, then the bidding will start
at the aggregate consideration for the assets and on the terms
proposed in the highest and best bid, plus $100,000.

If the Successful Bidder does not close the Sale by the Closing
Date, then the Sellers will be authorized, but not required, to
close with the party that submitted the Back-Up Bid, without a
further court order, and the Back-Up Bidder will thereafter be
deemed to be the Successful Bidder.  If the Sellers decide to
close with the Back-Up Bidder as the Successful Bidder, the
Closing Date will be extended by up to an additional 15 days.

                  About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., and Michael Joseph Merchant, Esq.,
at Richards, Layton & Finger, serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.

The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.


APPLESEED'S INTERMEDIATE: Court Confirms Reorganization Plan
------------------------------------------------------------
Orchard Brands announced on April 14 that the U.S. Bankruptcy
Court for the District of Delaware confirmed the Company's Plan of
Reorganization, setting the stage for emergence from Chapter 11,
which is expected to occur before the end of April.

"Today's ruling marks the last major milestone in advance of the
Company's emergence from Chapter 11, and represents the
culmination of our restructuring efforts," said Neale
Attenborough, Orchard Brands' Chairman and Chief Executive
Officer.  "Our approved Plan, which reduces our debt by over half
and gives us access to significant new capital, will enable
Orchard Brands to emerge from this process with a financial
structure that firmly positions us for long-term success.  Thanks
to the strong support of our vendor partners, lenders, and the
extraordinary work of our associates, we have moved through the
restructuring process very quickly, and are on track for a
successful exit."

The Company is being advised by Kirkland & Ellis LLP, its legal
counsel, and Alvarez & Marsal and Moelis & Company, its financial
advisors.

                   About Appleseed's Intermediate

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

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

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

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

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


ARAPAHOE LAND: Files Schedules of Assets & Liabilities
------------------------------------------------------
Arapahoe Land Investments, L.P., has filed with the U.S.
Bankruptcy Court for the Southern District of Texas its schedules
of assets and liabilities, disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                      $13,475,000
B. Personal Property                           $2
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $8,498,162
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $14,976
                                      -----------     -----------
      TOTAL                           $13,475,002      $8,513,138

Castle Rock, Colorado-based Arapahoe Land Investments, LP, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
11-80194) on April 5, 2011.  Barbara Mincey Rogers, Esq., at
Rogers & Anderson, PLLC, serves as the Debtor's bankruptcy
counsel.


ARAPAHOE LAND: Section 341(a) Meeting Scheduled for May 2
---------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Arapahoe
Land Investments, LP's creditors on May 2, 2011, at 2:00 p.m.  The
meeting will be held at Suite 3401, 515 Rusk Avenue, Houston,
Texas.

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

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

Castle Rock, Colorado-based Arapahoe Land Investments, LP, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
11-80194) on April 5, 2011.  Barbara Mincey Rogers, Esq., at
Rogers & Anderson, PLLC, serves as the Debtor's bankruptcy
counsel.  According to its schedules, the Debtor disclosed
$13,475,002 in total assets and $8,513,138 in total debts as of
the Petition Date.


ARAPAHOE LAND: Taps Rogers & Anderson as Bankruptcy Counsel
-----------------------------------------------------------
Arapahoe Land Investments, LP, asks for authorization from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Rogers & Anderson, PLLC, as bankruptcy counsel.

Rogers & Anderson can be reached at:

                 Barbara Mincey Rogers, Esq.
                 ROGERS & ANDERSON, PLLC
                 1415 North Loop West, Suite 1020
                 Houston, TX 77008
                 Tel: (713) 868-4411
                 Fax: (713) 868-4413
                 E-mail: brogers@ralaw.net

Rogers & Anderson will bill the Debtor pursuant to the hourly
rates of its professionals:

         Barbara M. Rogers                 $300
         David W. Anderson                 $275

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

Castle Rock, Colorado-based Arapahoe Land Investments, LP, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
11-80194) on April 5, 2011.  According to its schedules, the
Debtor disclosed $13,475,002 in total assets and $8,513,138 in
total debts as of the Petition Date.


ARIEL WAY: Completes Acquisition of Government-Buys
---------------------------------------------------
Ariel Way has announced that it has closed on its acquisition of
Government-Buys, Inc.  Arne Dunhem, Ariel Way Chairman, President,
and CEO said, "I am very pleased with the closing of the GovBuys
acquisition.  Gary Block, the founder of GovBuys, and his team
have built an impressive operation which specializes in providing
telecommunications and IT products and services to government
agencies, industry partners and contractors.  The market size of
the Federal Government business alone is over $16 Billion per
year.  GovBuys has also established strong opportunities in the
health care industry.  Gary will continue as a key member of our
government team."  Arne Dunhem also said, "GovBuys is very
strategic to us, and we believe we can grow rapidly through the
opportunities that GovBuys presents with new customers and
contracts.  GovBuys revenues the last few years have been between
$5.5 million and $9.9 million.  We believe the acquisition will
not create any significant dilution to our existing shareholders."

Government-Buys, Inc. -- http://www.govbuys.com/-- based in
Bethesda, Maryland, specializes in facilitating transactions
between government agencies, industry partners and contractors,
employing a wide array of contract vehicles and strategies to
ensure a timely and efficient procurement.  Contractor partners
include a number of small businesses, small disadvantaged, 8(a),
Service-disabled, Native American and Alaskan Native owned firms.
Contract vehicles include GSA 8(a) STARS, GSA Schedule (Group 70),
DAR BPA, and a variety of organization-specific Blanket Purchase
Agreements.

                          About Ariel Way

Based in Vienna, Va., Ariel Way Inc. (OTC BB: AWYI) --
http://www.arielway.com/-- is a technology and services company
for highly secure global communications, multimedia and digital
signage solutions and technologies.  The company is focused on
developing innovative and secure technologies, acquiring and
growing profitable advanced technology companies and global
communications service providers and creating strategic alliances
with companies in complementary product lines and service
industries.

Ariel Way Inc. said in a filing with the Securities and Exchange
Commission that it has, as of Nov. 3, 2010, significantly reduced
its debt and liabilities -- through a settlement of debt to Arne
Dunhem -- and the conversion of $95,023 in debt to 316,744,514
shares of restricted common stock to Arne Dunhem.

Management intends to aggressively continue to attempt to reduce
the past debt and liabilities of the Company with a target of less
than $100,000 before end of year 2010.  Management believes this
may create alternatives for new financing and the acquisition of
new operations to grow the shareholder value.

                        Going Concern Doubt

Ariel Way last filed financial reports with the Securities and
Exchange Commission in 2008.

In January 2008, Bagell, Josephs, Levine & Company, LLC, in
Marlton, N.J., expressed substantial doubt about Ariel Way Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Sept. 30, 2007.  The auditing firm said that the company did not
generate sufficient cash flows from revenues during the year ended
Sept. 30, 2007, to fund its operations.


ASARCO LLC: Barclays Defends Fee Enhancement Award
--------------------------------------------------
Reorganized ASARCO, et al., are seeking to challenge, on appeal,
the decision of the U.S. Bankruptcy Court for the Southern
District of Texas to award Barclays Capital Inc., as purchaser of
rights to compensation of Lehman Brothers Inc., a fee enhancement
totaling $975,000 for work Lehman performed.

In its response brief and cross-appeal filed with the U.S.
District Court for the Southern District of Texas, Barclays
Capital Inc. asserts that it devoted, together with Lehman
Brothers, devoted tireless efforts for over five years to salvage
ASARCO LLC, a company that faced managerial, operational, and
governance crises far beyond what anyone could have imagined when
the company declared bankruptcy.

Barclays' brief emphasizes that the Debtors were on the brink of
administrative insolvency, where the Debtors had complete
inability to pay expenses to preserve the bankruptcy estate.

Lehman acted immediately and provided emergency assistance to
resuscitate ASARCO, Edward C. Dawson, Esq., at Yetter Coleman
LLP, in Austin, Texas -- edawson@yettercoleman.com -- relates on
behalf of Barclays.  Barclays then purchased Lehman's investment
banking business, and Barclays' industrious services helped the
Debtors emerge from bankruptcy with a confirmation plan that paid
all creditors in full, Mr. Dawson emphasizes.

But all the while, Mr. Dawson alleges, Lehman and Barclays were
compensated well below market rates, and the Debtors even urged
the U.S. Bankruptcy Court for the Southern District of Texas to
increase their compensation.  He adds that Barclays bargained for
a contractual success fee in its engagement letter because it
knew that Lehman had performed, and that Barclays would perform,
a wide range of revitalizing services at below-market rates.

"[The] Debtors' crises were caused, in large part, by how ASARCO
Inc. and Americas Mining Corporation (Parent) ran the company.
Now, Parent wants to take credit for Debtors' successful
reorganization," Mr. Dawson contends.  "But until the very end of
this bankruptcy, [the] Parent prevented Debtors from successfully
reorganizing."

It was only after Lehman and Barclays performed outstanding
services for the Debtors that the Parent was forced,
begrudgingly, to confirm its own reorganization plan, which paid
the Debtors' creditors in full after the Debtors accumulated over
$1 billion in cash, Mr. Dawson argues.  Unsurprisingly, he
asserts, the Parent continues to oppose compensating Lehman and
Barclays at market rates for their exemplary services, which
benefited the Debtors and their creditors at the expense of the
Parent.

The Bankruptcy Court did not abuse its discretion in awarding an
additional $975,000 for Lehman's unanticipated services, because
Lehman's compensation had been "improvident in light of
developments not capable of anticipation," Mr. Dawson maintains.
The Bankruptcy Court erred, though, in denying Barclays' success
fees, because Barclays continued to provide the Debtors with
exemplary services after Barclays purchased Lehman's investment
banking and financial advisory businesses, he contends.

Barclays and the Debtors agreed that Barclays could apply for
additional compensation for Lehman's and Barclays' outstanding
services if the Debtors' reorganization was successful, Mr.
Dawson relates.  Barclays did just that, asking the Bankruptcy
Court for a modest $2 million fee to compensate it for
spearheading the marketing, operational, and collaborative
efforts that resulted in the Debtors' successful $1 billion
reorganization, he explains.

The Bankruptcy Court made all of the predicate findings necessary
to award Barclays the $2 million success fee, yet it denied the
fee, Mr. Dawson points out.  In doing so, he asserts, the
Bankruptcy Court erred in three discrete ways:

  (1) It did not apply reasonableness standard of Section 330 of
      the Bankruptcy Code;

  (2) It did not correctly apply the totality-of-the-
      circumstances standard agreed to by the parties; and

  (3) It made a clear erroneous finding that Lehman's and
      Barclays' combined compensation was at market rate.

In fact, even according to the Parent's expert's lodestar
calculation, Barclays' compensation would still be below market
even if it had been awarded the $2 million successful-
reorganization fee, Mr. Dawson tells the District Court.

                 Statement of Issues on Appeal

Barclays wants the District Court to rule on these appeal and
counter-appeal issues:

  (a) Issue on Appeal:

      * Whether the Bankruptcy Court correctly exercised its
        discretion to award Barclays $975,000 for Lehman's
        unanticipated services, when Lehman's compensation under
        its 2005 engagement letter was "improvident in light of
        developments not capable of being anticipated" under
        Section 328(a) of the Bankruptcy Code given the
        Bankruptcy Court's correct factual findings that the
        parties had originally contemplated a quick sale, and
        that Lehman had performed multiple services that were
        expressly excluded from its engagement letter; and

  (b) Issues on Cross-Appeal:

      * Whether the Bankruptcy Court erred in denying Barclays'
        request for a $2 million fee for a successful
        reorganization under its 2008 engagement letter, when
        the Bankruptcy Court failed to apply Section 330's
        reasonableness test or the 2008 engagement letter's
        totality-of-the-circumstances standard for awarding this
        fee, and clearly erred in finding that Barclays'
        compensation was at market rate, given that Barclays'
        and the Parent's experts lodestar calculations show that
        Barclays' compensation would be well below market even
        if Barclays were awarded the $2 million fee, the success
        fee provision in the engagement letter was included in
        recognition of Lehman's prior and Barclays' impending
        performance of intensive services at rates far below
        market, and Barclays facilitated one of the most
        successful reorganizations in history; and

      * Whether the Bankruptcy Court erred in denying Barclays'
        request for a $6 million fee, when the Bankruptcy Court
        failed to apply Section 330's reasonableness test and
        when Barclays satisfied the conditions of the
        supplemental engagement letter by successfully acquiring
        several binding bids for the SCC Judgment.

                         About Asarco LLC

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

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

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

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


ASARCO LLC: Ex-Employees Indentify Possible Toxic Sites
-------------------------------------------------------
Former employees of ASARCO LLC, together with officials from the
U.S. Environmental Protection Agency and Roberto Puga, walked
through the old copper smelter in El Paso, Texas, on March 26,
2011, showing regulators where potentially toxic materials leaked
or were buried, the El Paso Times reports.

The former employees previously alleged that toxic waste still
remains on the Site.  They expressed concerned that the community
will be in danger due to the toxic waste, and asked the EPA to
take over the oversight of the site.

According to Chris Roberts of the El Paso Times, at least four
ex-employees, eight representatives from companies involved in
the cleanup, and five regulators toured the Site.

"We got preliminary information on where those potential pits or
disposal locations were," said Carlos Sanchez, chief of the EPA's
Arkansas and Texas Superfund Section.  "We also got information
on what they (former Asarco employees) believe was disposed or
spilled."

Mr. Puga said that a plan based on the information shared will be
available in about two weeks, the El Paso Times cites.  He
related that his staff will look to see what is new and determine
whether further testing is required.  He added that cleanup plans
will be adjusted, if necessary.

Mr. Puga, a principal at Project Navigator and the custodial
trustee for the Custodial Trust for the Owned Smelter Site in El
Paso, Texas, and the Owned Zinc Smelter in Amarillo, Texas, is in
charge of the cleanup at the old smelter site.

                      Trustee's Statement

Mr. Puga issued a statement in relation to the Ex-Employees'
visit at the Site:

    March 26, 2011

    The ASARCO Trust hosted the US EPA and the Ex-ASARCO Group
    At the smelter site today [March 26, 2011].  The Ex-ASARCO
    Group has claimed to EPA that they know the locations of
    previously undisclosed landfills at the smelter site.

    The ASARCO Trust takes this information seriously, and
    agreed to this visit, provided a survey crew to record the
    locations indicated and had the Trust's environmental
    engineers available to record all of the information
    provided.

    The ASARCO Trust will include the locations indicated in the
    Supplemental Investigation of the site.  Both the work plan
    for and the results of the Supplemental Investigation will
    be  posted on the Trust's Web site:

              http://www.recastingthesmelter.com/

    The public can ask questions or post comments on the blog
    section of the website; the Trust will respond to all
    queries.


    Roberto Puga
    Custodial Trustee

         R. Puga Seeks to Fix UP Parker Brothers Arroyo

Roberto Puga wants to clean up the Parker Brothers Arroyo located
in ASARCO LLC's old smelter site and which has long been buried
under tons of black slag, the El Paso Times reports.

Mr. Puga, a principal at Project Navigator and the custodial
trustee for the Custodial Trust for the Owned Smelter Site in El
Paso, Texas, and the Owned Zinc Smelter in Amarillo, Texas, said
the Arroyo, which stretches from Rio Grande to Interstate 10,
could be transformed into a natural greenbelt for hiking and
biking, and is a vital part of the Site cleanup.

"Given the vision everyone has for the site, the condition of the
arroyo is not consistent," Mr. Puga was quoted by the El Paso
Times as saying.  "That's what prompted me to find some way to
rehabilitate that arroyo."

The Parker Brothers Arroyo accounts for about 1 million cubic
yards of slag, which is piled as deep as 50 feet, according to
Mr. Puga.

The problem, however, is that the remediation cost, estimated at
$15 million and $20 million, was not included in the $52 million
fund ASARCO agreed to pay for clean-up when the company declared
bankruptcy, Chris Roberts of the El Paso Times relates.

Asked on how he will pay for the arroyo's remediation, Mr. Puga
said he has raised more than $7 million from the sale of the old
smelter's equipment and waste material that still contains
valuable metals, the El Paso Times reports.  "That's getting
pretty close to $15 million.  I think I need to find a little
public money to get me over the hump," he said.  Mr. Puga added
that the project has enough public value to qualify for
infrastructure grants, possibly federal economic stimulus money.

As previously reported, the Texas Commission on Environmental
Quality, as well as Mr. Puga, does not believe that the slag from
the smelter, which buried the arroyo, poses a threat to human
health or the environment.

                         About Asarco LLC

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

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

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

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


BANKUNITED FINANCIAL: Committee Files Liquidating Plan
------------------------------------------------------
BankruptcyData.com reports that BankUnited Financial's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a Chapter 11 Plan of Liquidation and related Disclosure
Statement.

According to the Disclosure Statement, "The Plan provides for the
monetization and distribution of the assets of the Debtors for the
benefit of Holders of Allowed Claims.  These assets will be
distributed to Holders of Allowed Claims on or after the Effective
Date of the Plan. In order to effectuate the Distributions, the
Plan provides that all of the assets of the Debtors' Estates
(including Causes of Action not expressly released under the Plan)
shall vest in Liquidating BankUnited.  Liquidating BankUnited
shall continue in operation in order to monetize the remaining
assets, continue litigation with the FDIC and potentially pursue
litigation against other parties, and make distributions under the
Plan. The Plan Administrator shall be appointed on the Effective
Date of the Plan and shall be responsible for implementing the
Plan, subject to the oversight of the Plan Committee."

The Court scheduled a June 6, 2011 hearing to consider the
Disclosure Statement.

                    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.

BankUnited Financial 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., serve as the Debtors' bankruptcy 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 disclosed
$37,729,520 in assets against $559,740,185 in debts.  Aside from
those assets, BankUnited Financial 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 Financial
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.

As reported in the Troubled Company Reporter on November 25, 2010,
BankUnited Financial Corp. filed a Chapter 11 plan premised upon a
cash infusion by a new investor, who in turn will receive 21% of
the new common stock plus preferred stock.  The cash infusion will
be used to make cash distributions under the Plan, with the
remaining amount for working capital.


BARNES BAY: Creditors Ask Judge to Appoint Ch. 11 Trustee
---------------------------------------------------------
Bankruptcy Law360 reports that creditors of Barnes Bay Development
Ltd. asked a Delaware bankruptcy judge Wednesday to appoint a
Chapter 11 trustee to prevent the debtor from rushing the sale of
its Anguilla resort to Starwood Capital Group and escaping
liability.

The official committee of unsecured creditors urged Judge Peter J.
Walsh of the U.S. Bankruptcy Court for the District of Delaware to
put a trustee in charge of a reorganization, according to Law360.

                          About Barnes Bay

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

Akin Gump Strauss Hauer & Feld LLP, and Richards Layton & Finger,
P.A., represent the Debtor in its restructuring effort.  Kurtzman
Carson Consultants LLC is the Debtor's claims, noticing,
solicitation and balloting agent.

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


BIOLASE TECHNOLOGY: Sells 320,000 Shares at $5.60 Apiece
--------------------------------------------------------
BIOLASE Technology, Inc., has executed an agreement for the sale
of 320,000 shares of its common stock at $5.60 per share to
institutional investors in a registered direct offering for
approximately $1.80 million in gross proceeds.

The offering is expected to close on or before April 11, 2011,
subject to customary closing conditions.  The proceeds will be
used for general corporate purposes.

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital
Group, Inc., (NASDAQ: RODM) acted as the exclusive placement agent
for the offering.

The shares are being offered under the Company's shelf
registration statement, as previously filed on Form S-3 with the
Securities and Exchange Commission, and declared effective on
April 29, 2010.  This transaction will exhaust the securities
available for sale under the Company's $9.5 million shelf
registration statement.  The offering will be made by means of a
prospectus supplement and the accompanying base prospectus, copies
of which may be obtained, when available, from www.sec.gov.

                      About BIOLASE Technology

Irvine, Calif.-based BIOLASE Technology, Inc. (NASDAQ: BLTI)
-- http://www.biolase.com/-- is a dental laser company.  The
Company develops, manufactures and markets Waterlase technology
and lasers and related products that advance the practice of
dentistry and medicine.

The Company reported a net loss of $12.02 million on
$24.58 million of products and services revenues for the year
ended Dec. 31, 2010, compared with a net loss of $2.95 million on
$42.14 million of products and services revenues during the prior
year.

The Company's balance sheet at Dec. 31, 2010, showed
$18.14 million in total assets, $21.19 million in total
liabilities and a $3.05 million total stockholders' deficit.

BDO USA, LLP raised substantial doubt about the Company's ability
to continue as a going concern.  The accounting firm noted that
the Company has suffered recurring losses from operations, has had
declining revenues and has a working capital deficit at Dec. 31,
2010.


BLACK CROW: Court Denies GE Capital Plea to End Exclusivity
-----------------------------------------------------------
Black Crow Media Group, LLC and its debtor affiliates received an
order from the U.S. Bankruptcy Court for the Middle District of
Florida extending their exclusive period to solicit acceptances
for their Chapter 11 plan until June 28, 2011.

The Debtors asked Judge Paul M. Glenn to enter an order scheduling
a hearing on confirmation of their Plan of Reorganization on or
before May 31, 2011, or in the alternative, extend the exclusive
solicitation period that was due to expire May 31.

Counsel to the Debtors, R. Scott Shuker, Esq., at Latham, Shuker,
Eden & Beaudine, LLP, in Orlando, Florida, related, that the
Debtors are prepared to adhere to a schedule that will permit a
confirmation hearing on or before May 31, with a hearing on the
Disclosure Statement on or before April 18.  However, Mr. Shuker
told the Court that should the Court's calendar not permit a
confirmation hearing May 31 or if GE Capital is not prepared to
litigate the matter on that schedule, the Court should instead
extend the Debtors' exclusive period to solicit acceptances to the
Plan.

General Electric Capital Corporation, opposed the request, asking
the Bankruptcy Court to terminate the Debtors' exclusive periods
to propose and solicit acceptances of a plan.  GE Capital argued
that exclusivity should be terminated because the Debtors' Chapter
11 Plan:

   (1) provides Paul Stone, a close friend of the Debtors'
       principal, the exclusive opportunity to purchase the
       equity of the Reorganized Debtor without exposing the
       purchase price to a competitive auction or any other
       market testing; and

   (2) gives Mr. Stone sole discretion to give up to 20% of the
       equity in the Reorganized Debtor back to Michael Linn, the
       Debtors' prior equity holder.

In addition, GE Capital pointed out that the Debtors have not made
good faith progress toward reorganization because, instead of
using their extended Exclusivity Periods to negotiate with their
stakeholders and formulate a confirmable plan, the Debtors have
concocted a Plan that shifts value from the Debtors' estates to
Mr. Linn and Mr. Stone at the expense of the Debtors' creditors.

GE Capital's objection was joined by the Official Committee of
Unsecured Creditors.

                         GECC Opposes Plan

Bill Rochelle, Bloomberg News' bankruptcy columnist, has reported
that GE Capital, which has been in a dispute with the Debtor since
the start of the case, is in opposition of the plan.  GECC, owed
$38.9 million at the outset of the reorganization, contends the
Black Crow plan can't be confirmed because it violates provisions
in bankruptcy law.  The Official Committee of Unsecured Creditors
also opposes the plan.

The Plan, according to Mr. Rochelle, offers three alternatives to
GECC:

    1. The first option would allow GECC to take $13 million in
       cash and walk away;

    2. The second option would give GECC a 10-year note for about
       $15.6 million, representing the value of the collateral.
       The note would pay 4% interest and 1% a year in principal,
       plus a portion of excess cash flow.  For the deficiency
       claim, GECC would receive 20% of sale proceeds above
       $3 million; and

    3. If GECC votes against the plan, it would take the second
       option if the judge approves the plan.

Mr. Rochelle adds that the Plan would pay unsecured creditors in
full over five years.  Unsecured claims are less than $700,00

                      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., atWiley 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 Duoglas Bates, Esq., at Berger Singerman,
P.A., represents the Official Committee of Unsecured Creditors.

The Company estimated assets of $10 million to $50 million and
debts of $50 million to $100 million in its Chapter 11 petition.


BLACK CROW: Asks for 60-Day Extension of Lease Decision Period
--------------------------------------------------------------
Black Crow Media Group LLC and its Debtor affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida, Jacksonville
Division, to further extend the time within which they may assume
or reject unexpired leases of nonresidential property for a period
of 60 days through and including June 7, 2011.

The Debtors say that an extension will allow them to defer
assumption or rejection of leases while they continue to negotiate
with creditors regarding a Chapter 11 Plan of Reorganization.

                      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., atWiley 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 Duoglas Bates, Esq., at Berger Singerman,
P.A., represents the Official Committee of Unsecured Creditors.

The Company estimated assets of $10 million to $50 million and
debts of $50 million to $100 million in its Chapter 11 petition.


BLOCKBUSTER INC: Icahn Seeks Sanctions in Bondholder Suit
---------------------------------------------------------
Bankruptcy Law360 reports that former Blockbuster Inc. board
member Carl Icahn sought sanctions on Monday against a Blockbuster
bondholder that launched a short-lived and allegedly abusive suit
in New York over Icahn's maneuvers to obtain senior debt in the
Company.
                       About Blockbuster Inc.

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

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

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

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

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

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

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

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

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

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

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


BLUE WATER AUTO: Dist. Court Reverses Ruling in McTevia-USDR Rift
-----------------------------------------------------------------
District Judge Avern Cohn reversed a bankruptcy court decision
granting sua ponte summary judgment in favor of McTevia &
Associates in a contract dispute with United States Debt Recovery
III LP.

As the liquidating trustee of the Blue Water Automotive Systems,
Inc. Creditors' Trust, McTevia in December 2009 filed proofs of
claim against the bankruptcy estate of Cooper-Standard Holdings.
On Feb. 24, 2010, USDR sent a letter to McTevia offering to
purchase McTevia's proofs of claims against Cooper-Standard for
$118,750.  On March 1, 2010, McTevia returned a signed copy of
USDR's letter, accepting the offer.  After reviewing McTevia's
documents, USDR determined that McTevia did not have valid proofs
of claim against Cooper-Standard and sent a letter to McTevia
rescinding the offer.  McTevia rejected USDR's attempt to rescind,
stating that when it returned the signed letter a contract was
formed.  USDR responded asserting that no contract was formed to
which McTevia replied again asking USDR to honor the contract.
USDR did not respond, which prompted McTevia to file a lawsuit.

McTevia filed its complaint in the bankruptcy court for the
Eastern District of Michigan, where the Blue Water case is
pending, in two counts: breach of contract and promissory
estoppel.  USDR did not file an answer to the complaint.  Instead,
USDR filed a motion to dismiss or for summary judgment, arguing
that the complaint failed to state a claim because a contract
between McTevia and USDR was never formed.  USDR also argued that
the bankruptcy court lacked subject matter jurisdiction because
the dispute involved a post-confirmation state law breach of
contract claim.

McTevia responded that USDR's motion should be denied on the
ground that a binding contract was formed when McTevia signed and
returned USDR's offer letter.  McTevia further asserted that the
bankruptcy court had subject matter jurisdiction because the
disputed contract dealt with the collection of Blue Water's debts,
which are part of the Blue Water bankruptcy estate and which
existed at the time the confirmation plan was finalized.  McTevia
did not move for summary judgment.

The bankruptcy court heard oral argument on the USDR's motion.
USDR presented its argument relating to contract formation and
subject matter jurisdiction.  McTevia then responded, arguing that
dismissal in USDR's favor was not proper.  At the end of oral
argument, the bankruptcy court judge stated that she was prepared
to rule on the motion from the bench, which she did by reading a
26-page decision into the record.  The bankruptcy court denied
both USDR's motion to dismiss and motion for summary judgment and
granted summary judgment to McTevia.  The bankruptcy court held
that it may enter summary judgment in the absence of a cross
motion if otherwise appropriate.

USDR took an appeal, arguing that the bankruptcy court failed to
provide USDR notice when it granted sua sponte summary judgment in
favor of McTevia at a hearing set to decide USDR's motion for
dismissal or summary judgment. USDR also argued that the
bankruptcy court lacked subject matter jurisdiction because breach
of contract is not a core bankruptcy claim.

In reversing the bankruptcy court's ruling, Judge Cohn said the
bankruptcy court erred by not giving USDR notice that it was
considering granting summary judgment in McTevia's favor to allow
USDR to come forward with all of its evidence.  However, Judge
Cohn said the bankruptcy court retains subject matter jurisdiction
of the dispute.

The case is McTevia & Associates, LLC, Plaintiff-Appellee, v.
United States Debt Recovery III, LP, Defendant-Appellant, Case No.
10-14112 (E.D. Mich.).  A copy of the Court's April 11, 2011
Memorandum and Order is available at http://is.gd/eSkUiGfrom
Leagle.com.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry. The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies. They are supported
by full-service design, program management, manufacturing and
tooling capabilities. With more than 1,400 employees, Blue Water
operates eight manufacturing and product development facilities
and has annual revenues of approximately US$200 million. The
company's headquarters and technology center is located in
Marysville, Mich. The company has operations in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction. In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded components
and assemblies. KPS then set about reorganizing the company. The
company implemented a program to improve operating performance and
address its liquidity issues. During 2007, the company replaced
senior management, closed two facilities, and reduced overhead
spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196). Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serve as the Debtors' bankruptcy counsel.
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  As of June 30, 2008, the Debtors'
unaudited balance sheet showed $93,264,863 in total assets and
$108,300,898 in total liabilities.

The Debtors filed their Liquidation Plan on May 9, 2008.  The Plan
contemplated a sale of substantially all of the Debtors' assets
and equity interests, except for a piece of real property located
at Yankee Road, in St. Clair, Michigan.

Judge Marci McIvor confirmed Blue Water's Joint Amended Plan of
Liquidation on Sept. 23, 2008.  On Oct. 9, 2008, Judge McIvor
entered a written order confirming the Amended Plan.


BRIGHAM EXPLORATION: 2011 Bonus and 401(k) Matching Plans Okayed
----------------------------------------------------------------
Brigham Exploration Company's Compensation Committee approved a
Performance Bonus Plan and a 401(k) Matching Plan for the
Company's officers for 2011.  The Compensation Committee reserved
the right to revise the targeted goals contained in either of the
Plans to enable the Company to insure that the achievement of its
bonus objectives, which are based on certain levels of drilling
expenditures and results, are not substantially distorted by a
substantial change in expenditures relative to those currently
planned.  Officers must be employed by the Company at the time the
bonuses are paid, which will be in spring 2012.

                     About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

                         *     *     *

Brigham carries 'Caa1' corporate family and probability of default
ratings, with 'positive' outlook, from Moody's Investors Service.
It has a 'B' corporate credit rating, with 'stable' outlook from
Standard & Poor's Ratings Services.  Moody's noted in September
2010 that while Brigham's recent results and 2010-11 drilling
program are positive and provide strong cash flow visibility, the
Company remains very small measured by production and proven
reserves.

The Company reported net income of $42.89 million on $169.72
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $122.99 million on $70.34 million of revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.08 billion
in total assets, $492.13 million in total liabilities and
$593.27 million in total stockholders' equity.


CATALYST PAPER: To Hold April 28 Call for Quarterly Results
-----------------------------------------------------------
Catalyst Paper Corporation will hold a conference call on Thursday
April 28 at 8:00 a.m. Pacific (11:00 a.m. Eastern) to review the
Company's quarterly results which will be released on Wednesday
April 27, 2011.

Kevin J. Clarke, President and Chief Executive Officer, and Brian
Baarda, Vice-President Finance and Chief Financial Officer, will
host the call.

If you wish to participate and are calling from within North
America, dial 1-888-231-8191.  If you are calling from either the
Toronto area or outside North America, dial 647-427-7450.  Please
place your call ten minutes prior to the start of the conference,
provide the conference administrator with your name and company
name, and ask for the Catalyst Paper first quarter 2011 earnings
conference call or quote reservation number 56823697.  Initially,
all participants will be in a listen-only mode for a short recap
of our quarterly results followed by a question-and-answer
session.  You will be queued with the conference administrator and
polled individually during this portion of the conference.

If you are unable to participate in the call, you are invited to
listen to a replay of the conference by dialling 1-800-642-1687
(within North America) or 1-416-849-0833 (Toronto area and outside
North America) and quote reservation number 56823697.  The replay
service will be available until May 12, 2011.

                        About Catalyst Paper

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

The Company posted a net loss of C$398.2 million on sales of
C$1.229 billion during 2010.  The Company's net loss in 2009 was
C$5.6 million on sales of C$1.224 billion.

The Company's balance sheet at Dec. 31, 2010, showed
C$1.696 billion in total assets, C$1.293 billion in total
liabilities, and stockholders' equity of C$403.4 million.

                          *     *     *

Catalyst Paper carried Moody's Investors Service's 'Caa1'
corporate family rating.  Outlook in Negative.  The Company also
carries Standard & Poor's CCC+ long-term corporate credit rating,
Outlook is Stable.


CATERING BOSS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Catering Boss, Inc.
        aka Bagel Boss
        1941 Jericho Turnpike
        East Northport, NY 11731

Bankruptcy Case No.: 11-72521

Chapter 11 Petition Date: April 13, 2011

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

Judge: Alan S. Trust

Debtor's Counsel: Gary C. Fischoff, Esq.
                  STEINBERG, FINEO, BERGER & FISCHOFF
                  40 Crossways Park Drive
                  Woodbury, NY 11797
                  Tel: (516) 747-1136
                  E-mail: gfischoff@sfbblaw.com

Scheduled Assets: $84,404

Scheduled Debts: $1,325,005

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

The petition was signed by Jeffrey Grossfeld, president.

Affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Mayfair Bagels, Inc.                  11-72522            04/13/11


CATHOLIC CHURCH: Wilm. Has 19th Interim Order on PIA Withdrawals
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Catholic Diocese of Wilmington, Inc., on a nineteenth interim
basis, to make certain withdrawals from the pooled investment
account for the benefit of the Diocese and certain pooled
investors.

Subject to the terms of the Custody Agreement, Judge Sontchi
authorized the Diocese to make withdrawals from the pooled
investment account and to process withdrawal requests of non-
debtor pooled investors without further Court order, up to these
applicable amounts:

  Pooled Investor           Aggregate Cap
  ---------------           -------------
  Diocese                    $11,400,000

  Foundation                   1,450,656
  Cemeteries                     581,985
  Charities                      407,413
  Children's Home                352,741
  Siena Hall                     330,211
  Corpus Christi                 287,662
  Seton Villa                    278,553
  Holy Family                    135,897
  Holy Cross                      50,000
  Our Lady of Lourdes             40,000
  Cathedral of St. Peter          25,000
  Our Mother of Sorrows           23,620
  St. Ann (Wilmington)            10,000
                               ---------
               Total         $15,373,738

Notwithstanding any other provision of the Interim Order, the
Custodian will have no liability for, or otherwise be in violation
of the Interim Order, for acting in accordance with the Custody
Agreement or processing any withdrawal or investment requests made
by the Diocese.

Judge Sontchi also authorized the Diocese to continue to invest
and deposit funds into the pooled investment account in accordance
with its prepetition practices, without the need for a bond or
other collateral as required by Section 345(b) of the Bankruptcy
Code.  The entities with which the Diocese's pooled investment
funds are deposited and invested will be excused from full
compliance with the requirements of Section 345(b) until 45 days
following the docketing of a final order directing compliance with
Section 345(b) as to specific accounts following the next hearing
on the requested relief.

Nothing contained in the Interim Order will prevent the Diocese
from establishing any additional sub-funds within the Pooled
Investment Account as it may deem necessary and appropriate, and
the Account's Custodian is authorized to process the Diocese's
request to account for transactions with respect to the sub-fund.

In the event Pooled Investment Funds or their proceeds transferred
by the Diocese to a non-debtor Pooled Investor pursuant to the
Interim Order are determined to have been property of the
bankruptcy estate at the time of transfer, the transfer will be
presumed to have been an unauthorized postpetition transfer within
the meaning of Section 549(a)(2)(B) of the Bankruptcy Code,
provided that the presumption may be rebutted by a showing that
the transfer was made in the ordinary course of business within
the meaning of Section 363(c)(1) 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 (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 October 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

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


CATHOLIC CHURCH: Parties Object to Milwaukee Mediation Expenses
---------------------------------------------------------------
As reported in the April 6, 2011 edition of the Troubled Company
Reporter, the Archdiocese of Milwaukee is seeking authority from
the United States Bankruptcy Court for the Eastern District of
Wisconsin to establish certain special confidentiality procedures
to protect abuse victims/survivors.

The Archdiocese says that in preparing the Confidentiality Motion,
it has consulted on multiple occasions with the U.S. Trustee and
with the counsel to the Official Committee of Unsecured Creditors.
While final agreement on all of the details of the Confidentiality
Motion was not reached, the Confidentiality Motion represents the
Archdiocese's attempt to distill and include as many common
procedural requests as practical, Daryl L. Diesing, Esq., at Whyte
Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, tells Judge
Kelley.

The Archdiocese introduced an independent voluntary mediation
program in January 2004 to address claims against it by Abuse
Survivors.  The Mediation Program, which was created in
collaboration with Professor Eva M. Soeka, director of Marquette
University's Center for Dispute Resolution, was designed to offer
dignity, flexibility and a wide range of options to Abuse
Survivors, Mr. Diesing avers.

Mr. Diesing relates that Abuse Survivors participate voluntarily
in the Mediation Program, they work with the Archdiocese to select
a mutually agreeable independent mediator, and there is no
obligation on the part of any Abuse Survivor to agree to a
mediated settlement after participating in the Mediation Program.
He emphasized that the Abuse Survivors control their level of
participation in the Mediation Program.  Around 192 Abuse
Survivors settled their claims against the Archdiocese through the
Mediation Program, he added.

One of the main principles of the Mediation Program is its
adherence to strict Abuse Survivor confidentiality, Mr. Diesing
says.  He explains that during the mediation process, the
archdiocesan representative explicitly agreed to hold the identity
of the Abuse Survivor, the fact of the existence and terms of the
Settlements confidential, and not to divulge any aspect of the
mediation to any third party without the express consent of the
Abuse Survivor that is a party to the Settlement.

None of the Settlements, however, prohibit or restrict the Abuse
Survivors from divulging the existence of the Settlements or the
terms of the Settlements to any third party, Mr. Diesing asserts.
In another words, he says, the Abuse Survivor is provided
exclusive control over the decision whether to publicly reveal his
or her identity and claim.

Approximately 170 Abuse Survivor settlements have been
substantially completed, and the Archdiocese has fully paid all
known financial obligations to the Settled Abuse Survivors under
the terms of the Settlements, Mr. Diesing discloses.  He contends
that because some of the Settlements contain obligations to pay
for additional therapy if needed, some of the Settled Abuse
Survivors may have future claims.

While only a portion of the Settlements contain explicit terms
prohibiting disclosure of the Abuse Survivors' identities, the
Archdiocese believes that Section 107(b) of the Bankruptcy Code
authorizes the Court to protect the confidentiality of the Abuse
Survivors.

Pursuant to the terms of certain Settlements, the Archdiocese owes
approximately $702,000 to 22 Abuse Survivors, Mr. Diesing relates.
He tells the Court that while the terms of the settlement
agreements vary, the Archdiocese is scheduled to make
approximately $311,000 in installment payments to the In-
Settlement Abuse Survivors in 2011, and the remaining $391,000 is
scheduled to be paid in installments concluding by December 31,
2015.  He adds that some In-Settlement Abuse Survivors are also
receiving therapy paid for by the Archdiocese.

Hence, in a separate but related request, the Archdiocese asks the
Court's authority, pursuant to Section 363(b) of the Bankruptcy
Code, to (i) continue making payments to the In-Settlement Abuse
Survivors in accordance with the terms of their Settlements, (ii)
honor certain prepetition settlement agreement, and (iii)
participate in voluntary mediations with two Abuse Survivors and
pay any costs incident to that activity.

The Archdiocese says that it intends to take all reasonable
efforts during the pendency of its bankruptcy case to prevent
impairment of the settlement claims of the In-Settlement Abuse
Survivors.

"We want to continue this outreach to those who benefit from it,"
Archbishop Jerome E. Listecki said in a post at the Archdiocese's
Web site.  "This is part of the ongoing ministry of the Church; to
care for those who have been harmed."  He added that the
Confidentiality and Section 363(b) Motions reflect the
Archdiocese's desire to honor its existing commitments to those
who have been harmed and prevent any additional hurt to
victims/survivors and their families.

Mr. Diesing further reveals that not all Abuse Survivors have
settled with the Archdiocese, and that it is currently a defendant
in 12 state court lawsuits brought by a total of 17 claimants.
The Archdiocese has also received a demand from the plaintiffs'
counsel in the State Court Litigation, Jeff Anderson, Esq., at
Jeff Anderson & Associates, in St. Paul, Minnesota, on behalf of
17 additional individuals.  The Archdiocese has also been aware
that two other attorneys, one of which says that he represents
four potential claimants and one that represents an undetermined
number of claimants, intend to pursue claims on behalf of the
claimants they represent.

Many of the Represented Claimants filed their lawsuits anonymously
or have otherwise indicated through their attorneys that they
desire to keep their identities confidential, Mr. Diesing says.
He adds that recently, two Abuse Survivors asked assistance from
the Archdiocese or have indicated a desire to enter into the
Mediation Program, and one additional claimant's documents are
subject to a seal order by the Court and the claimant is working
with the Archdiocese and its counsel on a confidential basis.

A significant number of Abuse Survivors have availed and are
expected to continue to avail of psychological counseling and
therapy services paid for by the Archdiocese and some have worked
and continue to work though issues of faith with clergy, including
archbishops, Mr. Diesing asserts.  He explains that through this
therapy, counseling and religious process, many Abuse Survivors
have emotionally dealt with being victims/survivors, resolved
their relationship with the Church and improved their lives.

Mr. Diesing reveals that the Archdiocese spent approximately
$72,000 per year in the fiscal years ending June 30, 2009, and
June 30, 2010, on psychological counseling and therapy for Abuse
Survivors.

The Archdiocese anticipates that Abuse Survivors may be concerned
about the effect of the Chapter 11 case on their privacy and
confidentiality, and hence, the Archdiocese seeks approval of a
protocol that affords confidentiality so it may affirmatively
assure the Abuse Survivors that it will continue its efforts to
protect the confidentiality of the settlement agreements and the
Abuse Survivors' identities.

                          Objections

A. Creditors Committee

The Official Committee of Unsecured Creditors in the bankruptcy
case of the Archdiocese of Milwaukee relates that by its request,
the Archdiocese seeks authority to proceed with two mediations
under its Mediation Program and to make preconfirmation payments,
pursuant to Section 363(b) of the Bankruptcy Code, to nonpriority
unsecured creditors pursuant to prepetition settlement agreements
achieved under the Mediation Program.

The Creditors Committee tells the United States Bankruptcy Court
for the Eastern District of Wisconsin that it does not object to
the continuation of payments for certain psychological counseling
and therapy for the Abuse Survivors to the extent the total of all
payments to, or on behalf of, Survivors do not exceed $100,000
annually.  However, the Creditors Committee contends that the
portion of the Section 363(b) Motion seeking payment of
prepetition settlements and permitting mediations to go forward
should be denied.

James I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, California, argues that the Mediation Program should not
be allowed to continue at the present time because other than
self-serving statements concerning the Mediation Program, the
Archdiocese has not provided the Court or the Creditors Committee
with the most basic information concerning that program.

The Creditors Committee is concerned that the program "stacks the
deck" in favor of the Archdiocese and allows it to make
inaccurate, or at least untested, statements to the Abuse
Survivors concerning the limited resources available to pay their
claims and lack of insurance coverage in order to frighten them
into settling quickly and cheaply, Mr. Stang says.  He adds that
the concern is amplified because the mediation agreement required
by the Archdiocese allows it to deny the Abuse Survivor the right
to be represented by counsel at the mediation.

The Creditors Committee submits that it would be premature for the
Court to lend its imprimatur to the Mediation Program by
authorizing it to go forward without additional information about
the fairness of the program and an investigation of the assets
that comprise the bankruptcy estate, including potential avoidance
actions.  The Creditors Committee also objects to the proposed
preconfirmation payments of more than $700,000 to nonpriority
unsecured creditors pursuant to settlement agreements the
Archdiocese purportedly achieved under its Mediation Program.

Mr. Stang argues that it is beyond legitimate dispute that the
Archdiocese cannot meet the requirements under the Seventh
Circuit's decision in In re Kmart Corp., 359 F.3d 866 (7th Cir.
2004), for making preferential payments to certain unsecured
creditors outside of a plan of reorganization.  He asserts that
authorization of the payments would provide at least an implicit
imprimatur of the Mediation Program, which the Creditors Committee
believes would be imprudent and premature for the same reasons it
has articulated for not allowing further mediations to proceed
under the Mediation Program.

In its Confidentiality Motion, the Archdiocese seeks to excuse
itself from filing required schedules, a mailing matrix and proofs
of service and further seeks to preclude any meaningful role by
the Creditors Committee, the Court, or the U.S. Trustee in
ensuring that all Abuse Survivors, who may assert claims against
the Archdiocese, receive adequate notice in the case, subject to
confidentiality protocols, Mr. Stang alleges.  He adds that the
Confidentiality Motion also proposes that the Archdiocese be
permitted to serve certain Abuse Survivors by proxy rather than
serving them directly.

The Creditors Committee objects to these unprecedented requests,
Mr. Stang says.  However, he notes, the Creditors Committee does
not object to the limited notice procedure proposed in the
Confidentiality Motion, provided that the Archdiocese files
certificates of service of the notices with the Court under seal,
makes unredacted versions of the certificates of service available
to the Creditors Committee, and provides notice to all Abuse
Survivors that they may receive unlimited notice in the case upon
request.

B. Abuse Survivors represented by Mr. Elliot

Certain Abuse Survivors represented by Robert L. Elliott, Esq., in
Milwaukee, Wisconsin -- rle@attorneyelliott.com -- tell Judge
Kelley that it is inappropriate for the Archdiocese to make any
expenditure as set forth in the Section 363(b) Motion until the
time as a Plan is approved by all parties, including the unsecured
creditors.  The Objecting Abuse Survivors, however, do not object
to the Archdiocese's request to establish certain special
confidentiality procedures.

The Objecting Abuse Survivors consequently amended their response
to the Section 363(b) Motion to agree with, and adopt, the partial
opposition filed by the Creditors Committee.

                         *     *     *

According to the summary of dispositions of the April 5, 2011
hearing on the Confidentiality and Section 363(b) Motions, counsel
for the Archdiocese, the Creditors Committee and the U.S. Trustee
agreed that an order granting a portion of the request to continue
paying certain psychological counseling and therapy for Abuse
Survivors could be entered.

Judge Kelley directed the Archdiocese's counsel, Daryl L. Diesing,
Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, to
submit the form of order.

The Archdiocese will file responses to the Creditors Committee's
objection to the second portion of the Section 363(b) Motion and
the objection to the Confidentiality Motion.  After the Creditors
Committee has reviewed the Responses, the attorneys will contact
the Court for a hearing date.
.

              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: CMRSA Wants Judgement on Separate Document
-----------------------------------------------------------
Defendant/Counter-Claimant The Catholic Mutual Relief Society of
America asks the U.S. District Court for the District of Alaska,
pursuant to Rule 58(d) of the Federal Rules of Civil Procedure, to
enter a final judgment on a separate document.

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

Judge MacDonald's Report and Recommendation declared that (a)
Catholic Mutual has no duty to defend or indemnify CBNA under its
"occurrence based" coverage certificates for 22 claims based on
abuse that allegedly occurred between April 15, 1979, and April
15, 1983, and (b) all claims based on sexual abuse that is alleged
to have occurred on or after July 1, 1990, must be submitted to
arbitration in accordance with the provisions of the "claims-made"
certificates issued by Catholic Mutual for the period July 1,
2008, through July 1, 2009.

John C. Wendlandt, Esq., at Sedor, Wendlandt, Evans & Filippi,
LLC, in Anchorage, Alaska, asserts that Rule 58(d) permits a party
to request that judgment be set out on a separate document as
required by Rule 58(a).  He contends that the various orders and
events in the proceeding, taken together, constitute a final
judgment subject to Rule 58(a), as they dispose of all claims on
the merits that have or could be asserted by Plaintiff/Counter-
Defendant in the proceeding, leaving open only Catholic Mutual's
right to seek a stay at some future date to enforce its judicially
declared right to arbitrate disputes in accordance with the
provisions of its "claims-made" certificate.

                About the Diocese of Fairbanks

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

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

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

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


CENTRALIA OUTLETS: Files Chapter 11 Plan of Reorganization
----------------------------------------------------------
Centralia Outlets, LLC submitted to Judge Paul B. Snyder of the
U.S. Bankruptcy Court for the Western District of Washington a
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.

The Plan provides for the treatment and classification of these
claims:

   * Class 1 is unimpaired. Each holder of an Allowed Priority
     Claim will be entitled to receive Cash in an amount
     sufficient to render the Allowed Priority Claim unimpaired
     under Section 1124 of the Bankruptcy Code, in full
     settlement of the Allowed Priority Claim.

   * Class 2 Sterling Secured Claim is impaired by the Plan and
     Sterling is entitled to vote on the Plan.  Sterling will
     receive:

     (a) the Reorganized Debtor will execute and deliver to
         Sterling the Sterling Replacement Note and the Sterling
         Replacement Loan Documents.

     (b) the Sterling Loan Documents will provide that the
         indebtedness under those documents may be paid prior to
         the Maturity Date without penalty.

     (c) The Reorganized Debtor may assign all of its rights and
         obligations under the Sterling Replacement Loan Documents
         to any party that (i) purchases substantially all of
         the Reorganized Debtor's assets and (ii) agrees to assume
         all obligations under the Sterling Replacement Loan
         Documents.

     (d) The Reorganized Debtor will make payments under the
         Sterling Replacement Loan Documents: (i) monthly payments
         equal to the Sterling Monthly Interest Amount; (ii)
         thereafter until the fifth anniversary of the Effective
         Date, monthly payments equal to the Sterling Monthly
         Interest Amount plus $10,000; (iii) thereafter, until the
         tenth anniversary of the Effective Date, monthly payments
         equal to the Sterling Monthly Interest Amount plus
         $15,000; and (v) on the Maturity Date, a payment equal to
         the remaining balance, if any, under the Sterling
         Replacement Note, including any accrued interest or other
         charges.

     (e) The obligations of the Gettys under the Getty Guaranty
         and of the Barnetts under the Barnett Guaranty, will be
         determined in the Getty Case and the Barnett Case.

   * Class 3 General Unsecured Claims is impaired by the Plan and
     holders of Class 3 claims are entitled to vote on the Plan.
     Holders of Class 3 claims will receive payment of their
     Allowed Unsecured Claims: (i) one half on the later of the
     Effective Date and 10 days after of that claim is allowed,
     and (ii) one half on the later of 60 days after Effective
     Date and 10 days after that claim is allowed, together with
     5% interest from the Effective Date.

   * Class 4 Interests is unimpaired by the Plan and the holders
     of the Interests of Debtor will be deemed to accept this
     Plan.

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

                 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 on Dec. 3, 2010 (Bankr.
W.D. Wash. Case No. 10-24529), 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.


CINRAM INTERNATIONAL: S&P Raises Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Scarborough, Ont.-based Cinram
International Inc. to 'B-' from 'D' (default).  The outlook
is negative.

"At the same time, we raised our rating on the company's US$21
million first-lien senior secured 'first-out' revolving credit
facility to 'B+' from 'D', and revised the recovery rating on the
facility to '1' from '4'.  The '1' recovery rating indicates our
expectation of a very high (90%-100%) recovery in the event of a
default, in contrast to a '4' recovery rating, which indicates our
opinion of an average (30%-50%) recovery," S&P related.

S&P continued, "In addition, we raised our ratings on Cinram's
US$240 million senior secured term loan and US$14 million first-
lien senior secured revolving credit facility to 'B-' from 'D'.
The '4' recovery rating on the facilities is unchanged."

"Furthermore, we assigned the new US$90 million second-lien senior
secured mandatorily exchangeable term debt due Dec. 31, 2011, a
'CCC' issue-level rating (two notches below the corporate credit
rating), and a '6' recovery rating, indicating our expectation of
negligible (0%-10%) recovery in a default scenario," S&P noted.

"The upgrade reflects our view of Cinram's revised capital
structure and improved credit risk profile after completion of the
amendment to the company's credit agreement on April 11, 2011,"
said Standard & Poor's credit analyst Lori Harris.

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

The ratings are based on what Standard & Poor's views as the
company's weak operating performance, limited financial
flexibility, and vulnerable business risk profile (resulting from
product and customer concentration, seasonality, and the
commodity-like nature of the media replication industry).
"Furthermore, the ratings reflect our concerns about medium-to-
long-term industry fundamentals, including limited pricing power
and our expectation that digital distribution will become a larger
source of studio revenues.  We believe these factors are partially
offset by Cinram's market position as a leading manufacturer of
prerecorded multimedia products," S&P related.

"The negative outlook reflects our view of Cinram's challenges,
including our expectation that the company's revenue and EBITDA
will continue to decline and its free cash flow will be negative
in 2011.  We could consider lowering our ratings on Cinram if its
liquidity weakens to the point that cash balances fall below
US$50 million or if the company suffers a worse-than-expected
decline in operating profit, resulting in less than a 10% EBITDA
cushion within the financial covenants.  On the other hand, we
could revise the outlook to stable if Cinram's liquidity is good,
operating performance stabilizes, and free cash flow turns
positive and is sustainable, resulting in our expectation
of more than 25% covenant headroom despite stepdowns in the
leverage covenant," S&P added.


CLEAN BURN: J. Peterson Named Financial Estate Analyst
------------------------------------------------------
The Hon. Thomas W. Waldrep, Jr., of the U.S. Bankruptcy Court for
the Middle District of North Carolina has ordered the appointment
of John E. Peterson, III, Financial Analyst, Office of the U.S.
Bankruptcy Administrator for the Middle District of North
Carolina, as financial estate analyst in lieu of consultant in
Clean Burn Fuels, LLC's bankruptcy case.

Mr. Peterson will, among other things, making visits to and
investigations of the Debtor and Debtor's business as may, from
time to time hereafter, be requested by Michael D. West -- the
bankruptcy administrator of the Debtor -- or the Court, and
furnishing reports to the Court as may, from time to time
hereafter, be requested by the Bankruptcy Administrator or the
Court.

                         About Clean Burn

Clean Burn Fuels LLC, a North Carolina limited liability company
founded in 2005, is the first company to produce ethanol in North
Carolina.  It completed the construction of its ethanol plant in
August of 2010 and started producing and selling ethanol and dried
distillers grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D.
N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen, Esq.,
at Northen Blue, L.L.P., represents the Debtor.

In its schedules of assets and liabilities, the Company disclosed
$79,516,062 in assets and $79,218,681 in liabilities.  The
schedules valued its ethanol plant at $72,000,000, securing at
$66,225,571 claim by a lender.


CLEAN BURN: Proposes Northen Blue as Bankruptcy Counsel
-------------------------------------------------------
Clean Burn Fuels, LLC, asks for authorization from the Middle
District of North Carolina to employ Northen Blue, L.L.P., as
bankruptcy counsel.

Northen Blue can be reached at:

                  John A. Northen, Esq.
                  NORTHEN BLUE, L.L.P.
                  P.O. Box 2208
                  Chapel Hill, NC 27514-2208
                  Tel: (919) 968-4441
                  E-mail: jan@nbfirm.com

Northen Blue received an initial retainer from the Debtor in the
amount of $220,000, of which $38,460.43 has been expended in
payment of prepetition services and expenses.  The unexpended
balance of the retainer is held by Northen Blue as security for
postpetition fees and expenses as may be allowed by the Court.
The retainer deposit is and will be fully refundable to the extent
not used in payment of legal services provided to or for the
benefit of the Debtor.

John A. Northen, Esq., a partner at Northen Blue, assures the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

Clean Burn Fuels LLC, a North Carolina limited liability company
founded in 2005, is the first company to produce ethanol in North
Carolina.  It completed the construction of its ethanol plant in
August of 2010 and started producing and selling ethanol and dried
distillers grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D.
N.C. Case No. 11-80562) on April 3, 2011.

In its schedules of assets and liabilities, the Company disclosed
$79,516,062 in assets and $79,218,681 in liabilities.  The
schedules valued its ethanol plant at $72,000,000, securing at
$66,225,571 claim by a lender.


CLEAN BURN: Wants to Hire Anderson Bauman as Financial Consultant
-----------------------------------------------------------------
Clean Burn Fuels, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Middle District of North Carolina to
employ Anderson Bauman Tourtellot Vos & Co. as financial
consultant and chief restructuring officer.

ABTV will:

     a. give the Debtor advice with respect to the operation of
        its business, including an evaluation of the desirability
        of the continuance of such business, the ability and means
        by which some or all of the assets could be refinanced or
        liquidated to generate cash for the payment of the claims
        as may be allowed in this proceeding, and any other matter
        relevant to the case or to the formulation of a plan;

     b. assist the Debtor in the preparation and filing of
        necessary schedules, statements of financial affairs,
        reports, a disclosure statement, and a plan;

     c. provide interim management services to the Debtor; and

     d. perform such other financial services as may be requested
        by the bankruptcy counsel from time to time and in the
        interest of the Debtor.

ABTV will bill the Debtor pursuant to the hourly rates of its
professionals:

        Consultant                     $350
        Administrative Support          $95

ABTV received an initial retainer from the Debtor in the amount of
$140,000, of which $18,108.13 has been expended in payment of
prepetition services and expenses.  The unexpended balance of the
retainer is held by ABTV as security for postpetition fees and
expenses as may be allowed by the Court.  The retainer deposit is
and will be fully refundable to the extent not used in payment of
services provided to or for the benefit of the Debtor.

Peter L. Tourtellot, managing director of ABTV, assures the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                         About Clean Burn

Clean Burn Fuels LLC, a North Carolina limited liability company
founded in 2005, is the first company to produce ethanol in North
Carolina.  It completed the construction of its ethanol plant in
August of 2010 and started producing and selling ethanol and dried
distillers grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D.
N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen, Esq.,
at Northen Blue, L.L.P., represents the Debtor.

In its schedules of assets and liabilities, the Company disclosed
$79,516,062 in assets and $79,218,681 in liabilities.  The
schedules valued its ethanol plant at $72,000,000, securing at
$66,225,571 claim by a lender.


COMPOSITE TECHNOLOGY: Lender Wants Chapter 11 Trustee
-----------------------------------------------------
Dow Jones' DBR Small Cap reports that Composite Technology Corp.'s
lender has raised doubts that the Debtor will be able to
successfully reorganize its finances under bankruptcy protection,
and it's asking a bankruptcy judge to appoint a Chapter 11 trustee
to oversee the case, saying the company "simply cannot be trusted
to operate" without the court's oversight.  In court papers filed
Wednesday, an affiliate of lender Partners for Growth said
Composite Technology, which has struggled to sell its specially
designed power cables, isn't likely to reorganize.  Composite
Technology and its affiliates "concede they have been losing money
for years, and their most recent operating statement shows
revenues plunging and staggering losses mounting," the lender said
in papers filed with the U.S. Bankruptcy Court in Santa Ana,
California, according to DBR.

                    About Composite Technology

Composite Technology Corporation in Irvine, California, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-15058) on
April 10, 2011, Judge Mark S. Wallace presiding.  CTC Cable
Corporation also filed for Chapter 11 (Bankr. C.D. Calif. Case No.
11-15059) on the same day.  Paul J. Couchot, Esq., at Winthrop
Couchot PC, serves as the Debtors' counsel.

Composite Technology's wholly owned subsidiary, CTC Cable
Corporation produces high-capacity energy efficient composite core
conductors for electric transmission and distribution lines.  In
its petition, Composite Technology estimated $10 million to
$50 million in assets and $1 million to $10 million in debts.


COVENANT CARE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Covenant Care Centers, LLC
        16203 Chasemore Drive
        Spring, TX 77379

Bankruptcy Case No.: 11-32526

Chapter 11 Petition Date: April 11, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Weldon L. Moore, III, Esq.
                  SUSSMAN & MOORE, LLP
                  8333 Douglas Ave., Suite 1525
                  Dallas, TX 75225
                  Tel: (214) 378-8270
                  Fax: (214) 378-8290
                  E-mail: wmoore@csmlaw.net

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

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

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

The petition was signed by Ron Sanborn, manager.

Affiliates that previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Archer Healthcare Providers, LLC       10-70454    10/01/10
Paducah Healthcare Providers, LLC      10-70455    10/01/10
Vernon Healthcare Providers, LLC       10-70456    10/01/10


CPJFK LLC: Files Plan of Reorganization and Disclosure Statement
----------------------------------------------------------------
CPJFK LLC delivered to the U.S. Bankruptcy Court for the Eastern
District of New York a Chapter 11 Plan of Reorganization and
corresponding Disclosure Statement.

The Plan provides for five classes of claims and interests.
Recovery for secured claims are expected to be 100%, while general
unsecured claims are to have a 25% recovery.

                                              Aggregate
Class               Treatment                 Claims     Recovery
-----               ---------               -----------  --------
Class 1a            Payment in accordance    $4,534,190     100%
Superpriority       with terms of SCS Note
Secured Claim
of SCS

Class 1b            Full Payment               $300,000     100%
Superpriority
Secured Claim of
Neshgold, LP

Class 2a            Cash Payment               $250,000     100%
Secured Claim
of Neshgold LP

Class 3             Monthly installments       $100,000     100%
Priority Non-Tax    of cash payments
Claims

Class 4             25% of their             $3,500,000      25%
General Unsecured   claims in annual
Claims              installments
                     over a four-year
                     period

Class 5             Interests will               N/A        100%
Equity Interests    be retained

The Plan also provides for administrative claims and priority tax
claims.

A copy of the CPJFK Disclosure Statement is available for free at:

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

Meanwhile, the Debtor's request to extend the time for it to
assume or reject non-residential real property leases has been
adjourned to May 2, 2011, at 10:00 a.m.

                         About CPJFK LLC

Atlanta, Georgia-based CPJFK, LLC, owns and operates a 183 room
hotel under the name of the JFK Plaza Hotel located at 151-20
Baisley Blvd., in Jamaica, New York.  The Hotel operations
constitute the Debtor's sole source of income.  The Debtor filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No.
10-89928) on Oct. 4, 2010.

On Oct. 19, 2010, the U.S. Trustee for Region 21 filed a motion to
transfer the Debtor's case to the U.S. Bankruptcy Court for the
Eastern District of New York.  On Nov. 9, 2010, the Debtor's case
was transferred to E.D.N.Y. and assigned Case No. 10-50566.

In November 2010, the Bankruptcy Court order the appointment of a
Chapter 11 trustee at the behest of Neshgold, LP.  The U.S.
Trustee appointed Alan Nisselson as chapter 11 Trustee.  Alan
Nisselson selected Choice Consultants LLC as his managing agent.

No official committee of unsecured creditors has been appointed in
the case.


CRYSTALLEX INT'L: President to Assume Duties of VP Finance
----------------------------------------------------------
Crystallex International Corporation announced on April 14, 2011,
that Robert Crombie, President of Crystallex, will also assume the
duties of VP Finance as part of its corporate restructuring
initiative.  Brian Moore, Crystallex Controller, will be
responsible for corporate accounting functions.

Crystallex Chairman and CEO, Robert Fung, commented, "The Company
is taking steps to align its management team with current
activities.  I would like to thank Mr. Hemdat Sawh for his
contributions to Crystallex.  Mr. Sawh will be leaving Crystallex
effective April 30, 2011, and we wish him well in his new
endeavors."

                          Current Activities

On Feb. 16, 2011, the Company filed a Request for Arbitration
before the Additional Facility of the World Bank's International
Centre for Settlement of Investment Disputes against the
Bolivarian Republic of Venezuela.  The Arbitration Request was
registered by ICSID on March 9, 2011.  The Arbitration Request
seeks the restitution by Venezuela of its investments including
the Mine Operating Contract, and the issuance of the Permit, and
compensation for interim losses suffered, or, alternatively full
compensation for the value of its investment in an amount in
excess of US$3.8 billion.

The current focus of the Company is the prosecution and timely
advancement of its arbitration.  At the same time the Company is
exploring, and if warranted, will pursue new opportunities which
it believes could create additional value for all the
stakeholders.

The financial structure of the Company includes $100 million
principal value of notes which are due December 2011, and which
notes are current and not in default.  The Company is in active
discussions to refinance, restructure or modify the terms of the
notes.

In addition, certain equipment which had been held in storage
awaiting the Permit to Impact Natural Resources has been listed in
the market place for sale.  Active negotiations are underway in
this regard. Proceeds from the sale of this equipment will be used
to improve the Company's working capital position.

                     About Crystallex International

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

The Company's balance sheet at Sept. 30, 2010, showed
US$63.62 million in total assets, US$108.10 million in total
liabilities, and a stockholders' deficit of US$44.48 million.

"As at Sept. 30, 2010, the Company had working capital of
US$12.50 million, including cash of $21.47 million.  Management
estimates that these funds will be sufficient to meet the
Company's obligations and budgeted expenditures for the
foreseeable future, but will not be sufficient to repay the
US$100.00 million notes payable due on December 23, 2011."


DECRANE AEROSPACE: Moody's 'Caa1' Corporate Rating
--------------------------------------------------
Moody's Investors Service has withdrawn all ratings of DeCrane
Aerospace, Inc., including the Caa1 Corporate Family Rating and
Caa3 Probability of Default Rating.

Ratings Rationale

The credit rating has been withdrawn because Moody's Investors
Service believes it has insufficient or otherwise inadequate
information to support the maintenance of the credit rating.

These ratings were withdrawn:

   -- Corporate Family Rating, Caa1

   -- Probability of Default Rating, Caa3

   -- $30 million gtd first lien revolving credit facility due
      2013, B2 LGD2, 29%

   -- $195 million gtd first lien term loan due 2013, B2 LGD2, 29%

   -- $150 million gtd second lien term loan due 2014, Caa3 LGD3,
      33%

DeCrane Aerospace, Inc., headquartered in Georgetown, Delaware,
provides auxiliary fuel systems for the business, VIP and head-of-
state aircraft markets via its PATS Aircraft Systems business and
supplies avionics equipment mounting solutions such as avionics
trays and custom designed racking systems via Hollingsead
International, Inc.


DESERT PALMS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Desert Palms North, LLC
        P.O. Box 271780
        Las Vegas, NV 89127-1780

Bankruptcy Case No.: 11-15492

Chapter 11 Petition Date: April 13, 2011

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Michael C. Van, Esq.
                  SHUMWAY VAN & HANSEN, CHTD
                  8985 S. Eastern Avenue, #100
                  Las Vegas, NV 89123
                  Tel: (702) 478-7770
                  Fax: (702) 478-4779
                  E-mail: michael@shumwayvan.com

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

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

The petition was signed by Miklos Steuer, managing member.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
U.S. Bank N.A. Trustee, Trustee    Commercial          $10,987,050
c/o William R. Urga, Esq.          Building/Apartment
Jolley Urga Wirth Woodbury & Standish
3800 Howard Hughes Parkway, Floor 16
Las Vegas, NV 89169


DIVINE SQUARE: Intervest National Bank Seeks to Dismiss Case
------------------------------------------------------------
Intervest National Bank asks the U.S. Bankruptcy Court for the
Middle District of Florida to dismiss the Chapter 11 case of
Divine Square LW, LLC.

Miami, Fla.-based Divine Square LW, LLC, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 10-47363) on Dec. 7, 2010.
Stephen P. Drobny, Esq., at Shutts & Bowen LLP, in Miami, Fla.,
represents the Debtor.  The Debtor disclosed approximately
$9 million in assets and more than $14 million in liabilities as
of the petition date.


DIVINE SQUARE: Proposes to Employ Property Tax Adjusters
--------------------------------------------------------
Divine Square LW, LLC seeks permission from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Property Tax
Adjusters, Inc. to handle administrative appeals of certain
property tax assessments of the Debtor.

Miami, Fla.-based Divine Square LW, LLC, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 10-47363) on Dec. 7, 2010.
Stephen P. Drobny, Esq., at Shutts & Bowen LLP, in Miami, Fla.,
represents the Debtor.  The Debtor disclosed approximately
$9 million in assets and more than $14 million in liabilities as
of the petition date.


DIVINE SQUARE: Seeks to Employ Holly Sime Realty as Leasing Agent
-----------------------------------------------------------------
Divine Square LW, LLC asks the U.S. Bankruptcy Court for the
Southern District of Florida for permission to employ Holly Sime
Realty of Miami, Inc. as its leasing agent.

Miami, Fla.-based Divine Square LW, LLC, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 10-47363) on Dec. 7, 2010.
Stephen P. Drobny, Esq., at Shutts & Bowen LLP, in Miami, Fla.,
represents the Debtor.  The Debtor disclosed approximately
$9 million in assets and more than $14 million in liabilities as
of the petition date.


DLGC II: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: DLGC II, LLC
        2390 E. Camelback Road, Suite 310
        Phoenix, AZ 85016

Bankruptcy Case No.: 11-10174

Chapter 11 Petition Date: April 13, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Mark W. Roth, Esq.
                  POLSINELLI SHUGHART P.C.
                  One East Washington Street
                  CityScape Building, Suite 1200
                  Phoenix, AZ 85004
                  Tel: (602) 650-2012
                  Fax: (602) 926-8562
                  E-mail: mroth@polsinelli.com

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

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

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

The petition was signed by Donald R. Leo, managing member of CVF
Holdings, LLC, authorized partner.

Affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Lake Pleasant Group, LLP              11-10170            04/13/11


DOUGLAS ASPHALT: Martin Marietta Goes Back to Superior Court
------------------------------------------------------------
Bankruptcy Judge John S. Dalis granted a request by Douglas
Asphalt Company and Douglas Asphalt Paving, Inc., for the Court to
abstain from exercising jurisdiction and remand all claims,
counterclaims, and causes of action in the adversary proceeding --
Martin Marietta Aggregates, a division of Martin Marietta
Materials, Inc., v. Douglas Asphalt Company and Douglas Asphalt
Paving, Inc., Adv. Pro. No. 11-05001 (Bankr. S.D. Ga.) -- to the
Superior Court of Coffee County, from which they were removed.
The Court, however, refused Douglas Asphalt's request for payment
of just costs and actual expenses, including attorneys' fees,
saying it failed to demonstrate why the payment of just costs and
actual expenses was proper.

Martin Marietta sued Douglas Asphalt Company and Douglas Asphalt
Paving, Inc., on Jan. 20, 2009, in the Superior Court of Coffee
County, Georgia.  Martin Marietta Aggregates, a division of Martin
Marietta Materials, Inc. v. Douglas Asphalt Company and Douglas
Asphalt Paving, Inc., Superior Court of Coffee County, State of
Georgia, Civil Action No. 2009S01-57.  The State Court Action
asserts state law claims arising from an alleged default on an
"open account."  Defendants counterclaimed alleging under state
law that Plaintiff failed to supply timely materials in accordance
with a contract between the parties. Substantial discovery
followed in the State Court Action.

Martin Marietta Aggregates removed the case to the United States
District Court for the Southern District of Georgia after the
Debtors filed for bankruptcy.

A copy of the Court's April 6, 2011 Order is available at
http://is.gd/G5ARG1from Leagle.com.

Douglas Asphalt Company, founded in 1971 by principal owner and
president Joel Spivey, was once a successful contractor for a
number of state and federal highway construction projects.  In
2006, the Debtor had 550 employees, 10 asphalt plants, and
generated gross revenue of approximately $140 million.

Creditors of Douglas Asphalt Company initiated an involuntary
bankruptcy action against the company (Bankr. S.D. Ga. Case No.
09-51272) on Dec. 2, 2009.  Douglas Asphalt Company voluntarily
filed a Chapter 11 case on Dec. 28, 2009, which on motion of the
U.S. Trustee was converted to a chapter 7 case on April 12, 2010.


DUKE AND KING: Access to Cash Until May 20 Subject to Milestones
----------------------------------------------------------------
Duke and King Acquisition Corp., and its debtor affiliates sought
and obtained Judge Gregory F. Kishel of the U.S. Bankruptcy Court
for the District of Minnesota's approval of a stipulated first
amendment to the final cash collateral order.

The First Amendment was entered among the Debtors, Meadowbrook
Meet Company d/b/a MBM Corp., Bank of America, N.A., and the
Official Committee of Unsecured Creditors to extend the sale
deadlines set forth in an order approving sale and bidding
procedures, and the corresponding sale deadlines in the Final Cash
Collateral Order.  It is an event of default under the Final Cash
Collateral Order if, without Bank of America's prior consent, the
Debtors' failure to comply with certain sale deadlines in the
Final Cash Collateral.

Pursuant to the First Amendment, the Debtors are authorized to use
the cash generated by the operation of their businesses to
continue to operate their businesses in the ordinary course of
business through May 20, 2011, consistent with a budget, a copy of
which is available for free at:

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

The bankruptcy judge ruled that it will be an event of default
under the First Amendment if the total of the Debtors' cash,
inventory, and accounts receivable at the end of the day on
any of the dates will be less than $1,868,000: March 25, 2011,
April 1, 2011, April 8, 2011, April 15, 2011, April 22, 2011,
April 29, 2011, May 6, 2011, May 13, 2011 or May 20, 2011.

By no later than the end of the day on Wednesday of each week,
the Debtors will deliver a report to BofA showing the Debtors'
inventory, accounts receivable and cash balances as of the end of
the day on the previous Friday, with a copy to the Committee.
Upon the occurrence of an event of default, BofA may send a notice
of default to the Debtors, the Committee and the United States
Trustee for Region 2.  If the Debtors are unable to cure the
default within three business days after the date that the Debtors
received the notice of default by showing that the total of the
Debtors' cash, inventory, and accounts receivable has increased to
at least $1,868,000, the Debtors' right to use cash under this
order will terminate.

An event of default will also occur under the First Amendment if,
without BofA's prior consent:

(I) The Debtors fail to comply with the sale deadlines:

    (a) the Debtors will receive bids from interested purchasers
        on or before April 19, 2011;

    (b) the Debtors will make a determination regarding whether a
        bid is a "Qualified Bid" under the bidding procedures on
        or before April 21, 2011;

    (c) the Debtors will conduct the auctions for the Group One
        Restaurants and Group Two Restaurants on or before April
        26, 2011;

    (d) the Debtors will use their reasonable best efforts to
        obtain a sale hearing date on or about May 10, 2011; or

    (e) the Debtors will use their reasonable best efforts to
        close the sale or sales on or before May 20, 2011; or

(II) Any material change is made to the Sale Procedures without
     BofA's consent; or

(III) No Qualified Bids are received by the Debtors; or

(IV) No order approving a sale in accordance with the Sale
     Procedures is entered by May 17, 2011, without BofA's
     consent.  After the occurrence of an event of default, BofA
     may send a notice of default to the Debtors, the Committee
     and the U.S. Trustee.  If the Debtors are unable to cure
     the default within five business days after the date that the
     Debtors received the notice of default, absent any further
     order of the Court, the Debtors' right to use cash under this
     order will terminate.

               About Duke and King Acquisition Corp.

Burnsville, Minnesota-based Duke and King Acquisition Corp., dba
Burger King, was formed in November 2006, to acquire 88 Burger
King franchise restaurants from the Nath Companies.  It filed for
Chapter 11 bankruptcy protection on December 4, 2010 (Bankr. D.
Minn. Case No. 10-38652).  Clinton E. Cutler, Esq., and Douglas W.
Kassebaum, Esq., at Fredrikson & Byron, P.A., serve as the
Debtor's bankruptcy counsel.  Mastodon Ventures, Inc., acts as the
Debtor's investment banker.  The Debtor estimated its assets and
debts at $10 million to $50 million.

Affiliates Duke and King Missouri Holdings, Inc. (Bankr. D. Minn.
Case No. 10-38654), Duke and King Missouri, LLC (Bankr. D. Minn.
Case No. 10-38653), Duke and King Real Estate, LLC (Bankr. D.
Minn. Case No. 10-38655), and DK Florida Holdings, Inc. (Bankr. D.
Minn. Case No. 10-3856), filed separate Chapter 11 petitions on
December 4, 2010.

Maslon Edelman Borman & Brand, LLP serves as local counsel to the
official committee of unsecured creditors.  Aaron L. Hammer, Esq.,
and Richard S. Lauter, Esq., at Freeborn & Peters LLP, in Chicago,
is the official committee of unsecured creditors' bankruptcy
counsel.  Mesirow Financial Consulting, LLC, serves as financial
advisors of the official committee of unsecured creditors.

The cases are jointly administered, with Duke and King Acquisition
Corp. as the lead case.


DUKE FOODS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Duke Foods Inc.
        40720 Winchester Road
        Temecula, CA 92591

Bankruptcy Case No.: 11-21810

Chapter 11 Petition Date: April 11, 2011

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

Judge: Catherine E. Bauer

Debtor's Counsel: Stuart J. Wald, Esq.
                  LAW OFFICES OF STUART J. WALD
                  36154 Coffee Tree Pl
                  Murrieta, CA 92562
                  Tel: (310) 429-3354
                  E-mail: stuart.wald@gmail.com

Scheduled Assets: $478,966

Scheduled Debts: $1,624,423

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-21810.pdf

The petition was signed by Vincent A. Duke, president.


EMIVEST AEROSPACE: Bids for Two Properties Due June 16
------------------------------------------------------
The San Antonio Business Journal reports that Hilco Real Estate
and Counsel RB Capital Inc. have announced a sealed bid auction
for two ground leased properties that were formerly occupied by
Emivest Aerospace Corporation.  According to the report, the
assets up for bid include Emivest's local headquarters at the San
Antonio International Airport and an industrial complex in
Martinsburg, West Virginia.  The buyer(s) would purchase the right
to assume the remaining lease obligations and associated extension
options to the properties, according to Geoffrey S. Schnipper,
senior project manager for Hilco.  The bid deadline for both
properties is June 16, 2011.  Prospective buyers may submit bids
on one or both of the assets.

                  About Emivest Aerospace

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

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

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


ENRON CORP: ECRC Withdraws Rejection Notices & Pleadings
--------------------------------------------------------
In a Bankruptcy Court-approved stipulation, Enron Creditors
Recovery Corp. f/k/a Enron Corp. and its Debtor affiliates,
Houston Pipe Line Company LP, HPL Resources Company LP, and AEP
Energy Services Gas Holding Company, agreed that these filings are
withdrawn with prejudice:

  (i) Notices of Rejection filed by the Reorganized Debtors on
      February 23, 2004 regarding:

         (a) the Right to Use Agreement by and Between BAM Lease
             Company and Houston Pipeline Company dated as of
             May 31, 2001; and

         (b) the Amended and Restated' Pressurization and
             Storage Gas Borrowing Agreement by and among BAMCO,
             HPL Asset Holdings L.P. and The Bank of New York,
             as Trustee of the Barrunel Gas Trust, dated as of
             May 30, 2001; and

(ii) subsequent objections or responses to the Rejection
      Notices filed on March 8, 2004 by AEP Energy Services Gas
      Holding Company and HPL.

                         About Enron Corp.

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

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

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

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


FIRST BANCORP: Inks Second Amendment to U.S. Treasury Agreement
---------------------------------------------------------------
First BanCorp has signed a second amendment to the Certificate of
Designations of the Fixed Rate Cumulative Mandatorily Convertible
Preferred Stock, Series G held by the United States Department of
the Treasury in connection with the Exchange Agreement executed on
July 7, 2010, as amended.  This amendment reflects the U.S.
Treasury's agreement to extend the date by when the Corporation is
required to complete an equity raise in order to compel conversion
of the Series G Preferred Stock into shares of common stock by six
months to October 7, 2011.

                        About First BanCorp

First BanCorp is the parent corporation of FirstBank Puerto Rico,
a state-chartered commercial bank with operations in Puerto Rico,
the Virgin Islands and Florida, and of FirstBank Insurance Agency.
First BanCorp and FirstBank Puerto Rico operate under U.S. banking
laws and regulations.  The Corporation operates a total of 175
branches, stand-alone offices and in-branch service centers
throughout Puerto Rico, the U.S. and British Virgin Islands, and
Florida.  Among the subsidiaries of FirstBank Puerto Rico are
First Federal Finance Corp., a small loan company; First Leasing
and Rental Corp., a leasing company; FirstBank Puerto Rico
Securities, a broker-dealer subsidiary; First Management of Puerto
Rico; and FirstMortgage, Inc., a mortgage origination company. In
the U.S. Virgin Islands, FirstBank operates First Insurance VI, an
insurance agency, and First Express, a small loan company.  First
BanCorp's common and publicly-held preferred shares trade on the
New York Stock Exchange under the symbols FBP, FBPPrA, FBPPrB,
FBPPrC, FBPPrD and FBPPrE.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
November 29, 2010, Fitch Ratings has removed from Rating Watch
Negative and downgraded the long-term Issuer Default Ratings of
First BanCorp and its main subsidiary, Firstbank Puerto Rico to
'CC'.

Fitch noted in November 2010 that FBP announced a series of
initiatives to bolster its balance sheet.  These mainly entail
improving the common equity component of its overall
capitalization.  FBP's capital strategies encompass
three actions: 1) the conversion of the company's US$550 million
perpetual preferred stock which was completed on Aug. 30, 2010;
2) raising additional common stock of up to US$500 million, which
is presently ongoing; and 3) the conversion of the U.S. Treasury's
Capital Purchase Program preferred shares, which is contingent
upon the raising the additional equity.  Taken together, and if
successful, FBP estimates that pro forma tangible common equity
ratio will increase to 10%.

The rating actions primarily reflects Fitch's view that the
capital strategies First Bancorp has pursued are necessitated by
its weakened financial condition and reflective of heightened
credit risk compared to historical performance.


GAS CITY: Receives $70 Million Offer From Speedway LLC
------------------------------------------------------
Jeff Vorva at Chicago Tribune's Trib Local - Frankfort reports
that Speedway LLC and Canada's Alimentation Couche-Tard Inc., the
owner of Circle K, will purchase 32 of the 50 stations owned by
Gas City Ltd.  According to the report, Judge Eugene R. Wedoff
held a hearing Wednesday morning in Chicago regarding the sale of
the Gas City properties, but his ruling was not announced by the
United State Bankruptcy Court Northern District of Illinois.
Speedway offered more than $70 million for 27 Gas City stores.
That includes four in Frankfort, three in Homer Glen, two in
Mokena, two in New Lenox and one each in Darien, Naperville,
Romeoville and Tinley Park.

Communication Manager Shane Pochard of the Ohio-based Marathon
Petroleum Co. LP, which owns Speedway, said his company "has
interest" in the Gas City properties, but had no further comment
until the legal process plays out.

According to Trib Local, Couche-Tard, which reportedly bid for 46
stations in March, may be awarded five, including two in Orland
Hills and one in Palos Park.  Martene Coutu, assistant to the
president of Couche-Tard said the company does not comment on
potential acquisitions.

                          About Gas City

Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort,
Illinois, is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.
Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets
at $50 million to $100 million and debts at $100 million to
$500 million.  Gas City's parent, the William J. McEnery
Revocable Trust dated Apr. 22, 1993, filed a separate
Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895).

Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter,
Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove,
Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in
Chicago, represent the Debtors.  A. Jeffrey Zappone at Conway
Mackenzie is the Debtors' chief restructuring officer.  Kurtzman
Carson Consultants is the Debtors' claims agent.  The Official
Committee of Unsecured Creditors has tapped Pachulski Stang Ziehl
& Jones LLP and Levenfeld Pearlstein, LLC, as co-counsel and
Mesirow Financial Consulting, LLC, as financial advisors.

The Bankruptcy Court extended Gas City's exclusive periods to file
and solicit acceptances for the proposed chapter 11 plan until
April 20, 2011, and May 20, respectively.


GREATER ATLANTA BROKERAGE: RE/MAX Seeks Chapter 11 Protection
------------------------------------------------------------
The Atlanta Journal-Constitution reports that RE/MAX Greater
Atlanta filed for Chapter 11 protection.  RE/MAX has offices in
Sandy Springs, Atlanta, Cobb County, Johns Creek and Dunwoody, in
Georgia.

Greater Atlanta Brokerage Solutions, LLC, doing business as RE/MAX
Greater Atlanta filed a Chapter 11 petition (Bankr. N.D. Ga. Case
No. 11-60628) on April 4, 2011.  J. Robert Williamson, Esq., at
Scroggins And Williamson, in Atlanta, Georgia, represents the
Debtor.  The Debtor estimated assets and debts of $1 million to
$10 million.

Greater Atlanta's case summary, which contains a list of
creditors, was published in the April 7, 2011 edition of the
Troubled Company Reporter.


GREGORY CARLING: Court Conditions Stay Relief on Sale Closing
-------------------------------------------------------------
Chief Judge Peter W. Bowie said he will grant a junior secured
creditor relief from the automatic stay if Gregory Charles Carling
fails to close a sale of his real estate property by April 19.  A
copy of the Court's April 8, 2011 Order is available at
http://is.gd/7QB3a3from Leagle.com.

Mr. Carling in San Diego, California, filed a "barebones" Chapter
11 (Bankr. S.D. Calif. Case No. 10-22206) on Dec. 19, 2010,
represented by Matthew H. Powell, Esq. -- matthew@mhpowell.com --
at Powell And Powell.  In his schedules Mr. Carling listed real
estate valued at $2,699,000 and securing debt of $1,973,003.


E-DEBIT GLOBAL: Incurs $1.15 Million Net Loss in 2010
-----------------------------------------------------
E-Debit Global Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $1.15 million on $3.97 million of total revenue for the
year ended Dec. 31, 2010, compared with a net loss of $1.28
million on $3.64 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $1.68 million
in total assets, $1.89 million in total liabilities, and a
$205,349 stockholders' deficit.

Cordovano and Honeck LLP, in Englewood, Colorado, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has suffered recurring
losses, has a working capital deficit at Dec. 31, 2010, and has an
accumulated deficit of $4,457,079 as of Dec. 31, 2010.

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

                        http://is.gd/5LAQdi

                      About Community Central

Community Central Bank Corporation is the holding company for
Community Central Bank in Mount Clemens, Michigan.  The Bank
opened for business in October 1996 and serves businesses and
consumers across Macomb, Oakland, St. Clair and Wayne counties
with a full range of lending, deposit, trust, wealth management
and Internet banking services.  The Bank operates four full
service facilities in Mount Clemens, Rochester Hills, Grosse
Pointe Farms and Grosse Pointe Woods, Michigan.  Community Central
Mortgage Company, LLC, a subsidiary of the Bank, operates
locations servicing the Detroit metropolitan area and central and
northwest Indiana.  River Place Trust and Community Central Wealth
Management are divisions of Community Central Bank.  Community
Central Insurance Agency, LLC, is a wholly owned subsidiary of
Community Central Bank.  The Corporation's common shares currently
trade on The NASDAQ Capital Market under the symbol "CCBD".

The Bank is currently subject to a "consent order" with the
Federal Deposit Insurance Corporation and the Michigan Office of
Financial and Insurance Regulation and is "significantly
undercapitalized" under the FDIC's prompt corrective action (PCA)
rules and accordingly is operating under significant operating
restrictions.  The Consent Order requires Community Central Bank
to take corrective measures in a number of areas to strengthen and
improve the Bank's financial condition and operations.  The
Consent Order is effective as of November 1, 2010.  By entering
into the Consent Order, the Bank is directed and has agreed to
increase board oversight and conduct an independent study of
management, improve regulatory capital ratios, charge-off certain
classified assets, reduce its level of loan delinquencies and
problem assets, limit lending to certain borrowers, revise lending
and collection policies, adopt and implement new profit, strategic
and liquidity plans, and correct loan underwriting and credit
administration deficiencies.  The Consent Order also requires the
Bank to obtain prior regulatory approval before the payment of
cash dividends or the appointment of any senior executive officers
or directors.  The Bank also is not allowed to accept brokered
deposits without a waiver from the FDIC and must comply with
certain deposit rate restrictions.


EASTSIDE ESTATES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Eastside Estates LLC
        981 Van Horn Road
        Fairbanks, AK 99701

Bankruptcy Case No.: 11-00277

Chapter 11 Petition Date: April 10, 2011

Court: United States Bankruptcy Court
       Alaska (Fairbanks)

Debtor's Counsel: Gary A. Spraker, Esq.
                  CHRISTIANSON & SPRAKER
                  911 W. 8th Ave., Suite 201
                  Anchorage, AK 99501
                  Tel: (907) 258-6016
                  Fax: (907) 258-2026
                  E-mail: ecf@cslawyers.net

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

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

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

The petition was signed by William Viviamore, manager.


EFD LTD: Section 341(a) Meeting Scheduled for May 10
----------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of EFD,
Ltd.'s creditors on May 10, 2011, at 10:00 a.m.  The meeting will
be held at Austin Room 118, Homer Thornberry Building, 903 San
Jacinto, Austin, Texas.

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

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

Austin, Texas-based EFD, Ltd. -- dba Blanco San Miguel, fdba
Blanco San Miguel, Ltd. -- filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Tex. Case No. 11-10846) on April 5, 2011.
Eric J. Taube, Esq., at Hohmann Taube & Summers, LLP, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated its assets
at $50 million to $100 million and debts at $10 million to
$50 million.


FIRST DATA: Lenders Extend Due Date for $6.25-Bil. in Loans
-----------------------------------------------------------
The 2011 Extension Amendment that First Data Corporation entered
into on March 24, 2011, relating to its Credit Agreement, dated as
of Sept. 24, 2007, as amended and restated as of Sept. 28, 2007,
as further amended as of Aug. 10, 2010, among First Data, the
several lenders from time to time parties thereto and Credit
Suisse AG, Cayman Islands Branch, as administrative agent, became
effective.

Among other things, the Amendment Agreement:

   (i) provides for the extension of the maturity date of
       approximately $1.25 billion of revolving credit commitments
       under the Amended Credit Agreement to the earliest of: (x)
       June 24, 2015, if on such date the aggregate outstanding
       principal amount of First Data's 9.875% Senior Notes due
       2015 and 10.55% Senior PIK Notes due 2015 exceeds $750.0
       million, (y) Dec. 31, 2015, if on such date the aggregate
       outstanding principal amount of First Data's 11.25% Senior
       Subordinated Notes due 2016 exceeds $750.0 million and (z)
       Sept. 24, 2016;

  (ii) provides for the extension of the maturity date of
       approximately $5.0 billion of term loans under the Amended
       Credit Agreement to March 24, 2018;

(iii) provides for an increase in the interest rate applicable to
       the revolving credit loans subject to the Revolver
       Extension and the term loans subject to the Term Loan
       Extension (i) to a rate equal to, at First Data's option,
       either (x) LIBOR for deposits in the applicable currency
       plus 400 basis points or (y) with regard to dollar
       denominated borrowings, a base rate plus 300 basis points;

  (iv) provides for an increase in the commitment fee payable on
       the undrawn portion of the revolving credit commitments
       subject to the Revolver Extension to 75 basis points; and

   (v) provides First Data with the ability to reduce the
       revolving credit commitments subject to the Revolver
       Extension while maintaining the revolving credit
       commitments not subject to the Revolver Extension in their
       original amount.

In connection with the Amendment Agreement First Data effected a
prepayment of the outstanding term loans under the Credit
Agreement from the net cash proceeds of the issuance of its 7.375%
Senior Secured Notes due 2019 and a permanent reduction of the
revolving credit commitments that are subject to the Revolver
Extension in an amount equal to 20%.

On April 13, 2011, First Data issued and sold $750,000,000
aggregate principal amount of 7.375% Senior Secured Notes due
2019, which mature on June 15, 2019 pursuant to an indenture,
dated April 13, 2011, by and among the Company, the guarantors
party thereto and Wells Fargo Bank, National Association, as
trustee.  The Company used the net proceeds from the issue and
sale of the notes, together with cash on hand, to repay existing
term loan debt under our senior secured credit facilities.

Interest Rate

The notes accrue interest at the rate of 7.375% per annum and
mature on June 15, 2019.  Interest on the notes is payable in cash
on June 15 and December 15 of each year.

Ranking

The notes:

     * rank senior in right of payment to any existing and future
       subordinated indebtedness, including the Company's senior
       subordinated notes;

     * rank equally in right of payment with all of the Company's
       existing and future senior indebtedness;

     * are effectively senior in right of payment to indebtedness
       under the Company's existing senior unsecured notes and the
       Company's existing senior secured second lien notes to the
       extent of the value of the collateral securing the notes;

     * are effectively equal in right of payment with indebtedness
       under the Company's senior secured credit facilities and
       the Company's existing senior secured first lien notes; and

     * are effectively subordinated in right of payment to all
       existing and future indebtedness and other liabilities of
       the Company's non-guarantor subsidiaries.

Guarantees

The notes are jointly and severally and fully and unconditionally
guaranteed on a senior secured basis by each of the Company's
existing and future direct and indirect wholly owned domestic
subsidiaries that guarantees the Company's senior secured credit
facilities, subject to certain exceptions.  Each of the guarantees
of the notes is a general senior obligation of each guarantor and:

     * ranks senior in right of payment to all existing and future
       subordinated indebtedness of the guarantor subsidiary,
       including the Company's existing senior subordinated notes;

     * ranks equally in right of payment with all existing and
       future senior indebtedness of the guarantor subsidiary;

     * is effectively senior in right of payment to the guarantees
       of the Company's existing senior unsecured notes and the
       Company's existing senior secured second lien notes to the
       extent of the guarantor subsidiary's value of the
       collateral securing the notes;

     * is effectively equal in right of payment with the
       guarantees of the Company's senior secured credit
       facilities and the Company's existing senior secured first
       lien notes; and

     * is effectively subordinated in right of payment to all
       existing and future indebtedness and other liabilities of
       any subsidiary of a guarantor that is not also a guarantor
       of the notes.

Any guarantee of the notes will be released in the event such
guarantee is released under the Company's senior secured credit
facilities.

Security

Pursuant to a security agreement and a pledge agreement, each
dated as of Aug. 20, 2010, among the Company, the guarantors party
thereto and Wells Fargo Bank, National Association, as collateral
agent, the notes and the guarantees are secured by first-priority
liens, subject to permitted liens, on certain of the Company's
assets and the assets of the subsidiary guarantors that secure the
Company's senior secured credit facilities including:

     * substantially all the capital stock of any of the Company's
       wholly owned first-tier subsidiaries or of any subsidiary
       guarantor of the notes; and

     * substantially all tangible and intangible assets of the
       Company and each subsidiary guarantor, other than (1)
       certain real property, (2) settlement assets and (3)
       deposit accounts, other bank or securities accounts, cash,
       leaseholds, excluded stock and stock equivalents, motor
       vehicles and other customary exceptions.

Prepayments and Redemptions

The Company is required to make an offer to repay the notes with
net proceeds from specified asset sales, subject to the right to
repay other senior secured debt and certain other types of
indebtedness or reinvest such proceeds in the Company's business.
In addition, the Company will be required to offer to repay the
notes upon the occurrence of a change of control.

The Company may redeem the notes, in whole or in part, at any time
prior to June 15, 2015, at a price equal to 100% of the principal
amount of the notes redeemed plus accrued and unpaid interest to
the redemption date and a "make-whole premium."  Thereafter, the
Company may redeem the notes, in whole or in part, at established
redemption prices.  In addition, on or prior to June 15, 2014, the
Company may redeem up to 35% of the aggregate principal amount of
notes with the net cash proceeds from certain equity offerings at
established redemption prices.

Certain Covenants and Events of Default

The indenture governing the notes contains a number of covenants
that, among other things, restricts, subject to certain
exceptions, the Company's and its restricted subsidiaries' ability
to:

     * incur additional debt or issue certain preferred shares;

     * pay dividends on or make other distributions in respect of
       capital stock or make other restricted payments;

     * make certain investments;

     * sell certain assets;

     * create liens on certain assets to secure debt;

     * consolidate, merge, sell or otherwise dispose of all or
       substantially all assets;

     * enter into certain transactions with affiliates; and

     * designate subsidiaries as unrestricted subsidiaries.

In addition, the indenture governing the notes imposes certain
requirements as to future subsidiary guarantors.  The indenture
governing the notes also contains certain customary events of
default.

                         About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

The Company reported a net loss $846.90 million on $10.38 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.01 billion on $9.31 billion of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010, showed
$37.54 billion in total assets, $33.45 billion in total
liabilities and $4.05 billion in total equity.

                            *    *    *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.

Standard & Poor's Ratings Services in December 2010 assigned its
'B-' issue rating with a '5' recovery rating to First Data Corp.'s
(B/Stable/--) $2 billion of 8.25% second-lien cash-pay notes due
2021, $1 billion $8.75% second-lien pay-in-kind-toggle notes due
2022, and $3 billion 12.625% unsecured cash-pay notes due 2021.
The '5' recovery rating indicates lenders can expect modest (10%-
30%) recovery in the event of payment default.  Under S&P's
default analysis, there is insufficient collateral to fully cover
First Data's first-lien debt.  As a result, the remaining value of
the company (generated by non-U.S. assets and not pledged) would
be shared pari passu among the uncovered portion of first-lien
debt, new second-lien debt, and new and existing unsecured debt.


FIRST JERSEY: $1.5-Mil. Sent to Investors Defrauded by Brennan
--------------------------------------------------------------
Bryan Cohen at Legal Newsline reports that New Jersey Attorney
General Paula Dow announced that checks totaling $1.54 million are
being mailed to 72 investors who were defrauded by Robert Brennan.

According to the report, the New Jersey Bureau of Securities
successfully sued the infamous investor and then proceeded to
track down assets that Brennan had hidden.  Additional investors
defrauded by Brennan have until May 31 to submit a claim for
restitution.

"This is the day that many investors have been waiting for," Legal
Newsline quotes Ms. Dow as saying.  "The dogged determination of
our Bureau of Securities investigators and deputy attorneys
general assigned to the Brennan case has brought us to this
point."

The Bureau of Securities, Legal Newsline relates, filed suit
against Brennan, L.C. Wegard, an investment firm Brennan
controlled and other defendants in August 1995, alleging
violations of the New Jersey Racketeer Influenced and Corrupt
Organizations Act and the New Jersey Securities Law.  Mr. Brennan
filed a voluntary Chapter 11 bankruptcy petition that same month.
The Bureau obtained a $45 million non-dischargeable judgment
against Brennan and L.C. Wegard in June 1999.  The Bureau then
made effort to find assets to satisfy the judgment, eventually
finding a pension fund Brennan had allegedly secretly set up for
himself.

                       About Robert Brennan
                         and First Jersey

Robert E. Brennan is a former Brielle and Colts Neck, New Jersey,
resident who sold penny stocks through the now defunct First
Jersey Securities.  In 1995, he was ordered to pay the Securities
and Exchange Commission $75 million for defrauding investors.
Mr. Brennan declared bankruptcy two months later without paying
the fine.  He was sentenced to 12 years in federal prison at Fort
Dix for bankruptcy fraud and contempt of court.  He was released
in January this year after almost 10 years in prison.

Authorities have been trying for years to access his elusive
family trust, an offshore account that has bounced around Europe,
Africa and the Caribbean to avoid scrutiny.  The trust was valued
at $6.4 million in 1998, according to bankruptcy court records.


FLEMING STEEL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Fleming Steel Company
        2739 Pulaski Road
        New Castle, PA 16105

Bankruptcy Case No.: 11-22292

Chapter 11 Petition Date: April 11, 2011

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Alan E. Cech, Esq.
                  MORELLA & ASSOCIATES
                  706 Rochester Rd.
                  Pittsburgh, PA 15237
                  Tel: (412) 369-9696
                  Fax: (412) 369-9990
                  E-mail: aecech@morellalaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/pawb11-22292.pdf

The petition was signed by Seth Kohn, president.


GARY PHILLIPS: Has Access to Cash Collateral Until April 29
-----------------------------------------------------------
Gary Phillips Construction, LLC sought and obtained interim
permission from Judge Marcia Phillips Parsons of the U.S.
Bankruptcy Court for the Eastern District of Tennessee to use its
prepetition lender's cash collateral through April 29, 2011 in
accordance with a budget, a copy of which is available for free
at:

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

The bankruptcy judge found that entry of the interim order will
minimize disruption of the Debtor's business and operations and
permit it to meet operating expenses.  Absent the use of cash
collateral, the Debtor's estate would not have any funds to
satisfy any obligations, the bankruptcy judge acknowledged.

However, the Debtor will not be permitted to use Commercial Bank's
specific Cash Collateral account which is designated as savings
account XXXXX6614 without further order of the Court.

As adequate protection of Citizens Bank, Commercial Bank, First
Bank & Trust, First Tennessee Bank, Regions Bank, Tri-Summit Bank,
TruPoint Bank, Delta Gypsum, Preston, McNees's and Probuild
Company, LLC's interest in and to the prepetition collateral, the
Secured Creditors are granted interim replacement liens in and to
all assets of the Debtor's estate.

The bankruptcy judge will consider final approval of the Debtors'
cash collateral use on April 26, 2011 at 9:00 a.m. in Greeneville,
Tennessee.

                  About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's counsel.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee of unsecured creditors'
counsel.  In its schedules, the Debtor disclosed $13,255,698 in
assets and $7,614,399 in liabilities as of the Petition Date.


GENERAL MOTORS: Old GM to Distribute New GM Shares to Creditors
---------------------------------------------------------------
Motors Liquidation Company (f/k/a General Motors Corporation)
announced that on or about April 21, 2011, it expects to
distribute more than 75 percent of the shares of common stock and
warrants that MLC currently owns in General Motors Company to
MLC's unsecured creditors as part of MLC's Second Amended Joint
Chapter 11 Plan.  The Plan became effective on March 31, 2011.
MLC also confirmed it has successfully negotiated the resolution
of at least 97 percent, or $284 billion, of the $294 billion in
claims that were filed against MLC and certain of its direct and
indirect subsidiaries since they filed for bankruptcy in 2009.

The shares and warrants will be distributed to unsecured creditors
whose claims have been allowed by the bankruptcy court. For every
$1,000 of allowed claims, these unsecured creditors will receive
3.802187 shares, 3.456534 warrants to acquire shares at $10 per
share and 3.456534 warrants to acquire shares at $18.33 per share.

With respect to holders of MLC notes, bonds and debentures, the
distribution ratio is reflective of the number of shares and
warrants distributable per $1,000 of allowed claims, not per
$1,000 of face value of such notes, bonds and debentures.  As
such, the distribution ratios to individual bondholders may vary.
Bondholder allocations will be posted on the MLC and the Motors
Liquidation Company GUC Trust Web sites as soon as practicable
prior to the distribution.  For more information, creditors should
visit http://www.motorsliquidation.com/or
http://www.mlcguctrust.com/, or call 1-800-414-9603.

"Today's news marks yet another historic milestone in a case
that's already destined for the history books," said Al Koch, CEO
of MLC and vice chairman of AlixPartners LLP, the turnaround
consulting firm that began its work with General Motors in
December 2008.  "Distributing 75 percent of the securities this
quickly is truly a remarkable accomplishment, something that many
thought could never be done this fast. Also remarkable is being
able to confirm that at least 97 percent of claims in this case
have been resolved."

MLC's Chapter 11 case is one of the largest and most complex
bankruptcy cases in U.S. history, and includes the implementation
of a unique trust structure that will continue environmental
remediation, claims resolution and stock distribution to unsecured
creditors.

The Plan created four trusts.  The GUC Trust is responsible for
resolving the outstanding claims of the unsecured creditors of the
Debtors and distributing a portion of the shares and warrants
owned by MLC to those unsecured creditors whose claims are
allowed.  MLC currently owns 10 percent of the total issued and
outstanding shares, plus warrants that are exercisable for a
further 15 percent of the shares on a fully diluted basis. MLC's
interest includes 150 million shares, warrants to acquire 136.4
million shares at $10.00 per share, and warrants to acquire 136.4
million shares at $18.33 per share.

While the Plan provides that transferrable units of the GUC Trust
may be issued together with the distribution of the shares and the
warrants, the conditions required for the issuance of such units
were not met, and therefore, the GUC Trust administrator will not
issue transferrable GUC Trust units.  Holders of allowed general
unsecured claims, however, will retain the contingent right to
receive, on a pro rata basis, additional shares and warrants if
and to the extent that such shares and warrants are not required
for the satisfaction of disputed general unsecured claims which
are subsequently allowed.

In order to successfully negotiate the resolution of at least 97
percent of the $294 billion in claims that were filed against the
Debtors, MLC leveraged unique technological solutions provided by
AlixPartners in order to manage the treatment of more than 750,000
contracts and the analysis of more than 70,000 claims.  This Web-
enabled process considerably enhanced the efficiency and
effectiveness of the undertaking. This was combined with extensive
and collaborative negotiations for claims at numerous federal and
state EPA Superfund sites.

Additionally, the Environmental Response Trust, crafted by MLC in
conjunction with federal, state and local regulators, provides
$536 million (subject to certain adjustments) for the continuing
environmental remediation of remaining properties, for as long as
100 years in some cases. The ERT's assets will consist of cash,
remaining unsold real properties and the equipment that is located
at those properties.

MLC anticipates that the majority of the environmental remediation
contemplated in the ERT should be completed or well underway
within five years, and that the ERT will have adequate funding to
bring facilities to regulatory closure.

A third trust will handle both present and future asbestos-related
claims against the Debtors, while a fourth trust will deal with
certain litigation-related claims.

"Taken in its totality, this case has been like no other before it
and perhaps like no other to come," said Ted Stenger, executive
vice president of MLC and managing director of AlixPartners. "An
American icon was saved, a possible environmental nightmare of
discarded properties was successfully dealt with and now creditors
are receiving a substantial initial distribution of General Motors
securities."

International law firm Weil, Gotshal & Manges has represented MLC
in this entire case, including claims management and environmental
issues.  "This case has required highly complex and in many cases
historic legal solutions as well," said Koch, "and the Weil team
delivered them again and again."

                         About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At Sept. 30, 2010, GM had US$137.238 billion in total assets,
US$106.522 billion in total liabilities, US$6.998 billion in
preferred stock, US$971 million in non-controlling interest, and
US$23.718 billion in total equity.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.


GMX RESOURCES: Has Total Production of 6.0 Bcfe for 1st Qtr.
------------------------------------------------------------
GMX Resources Inc. has achieved total production of 6.0 Bcfe for
the first quarter 2011 which is a Company record and an
achievement of the previously announced guidance.  The 6.0 Bcfe of
production in the first quarter represents a 14% increase over the
fourth quarter of 2010 and a 89% increase over the first quarter
of 2010.  The Company's second quarter and full year 2011 guidance
is 6.1 Bcfe with an expected range of 25.0-26.0 Bcfe,
respectively, which represents an increase of 42% and 43%-49% in
the second quarter and full year 2010.

The Company also announced that it has expanded the Board of
Directors with the addition of two new members.  J. David Lucke
became a director of the Company in April 2011.  Mr. Lucke
currently serves as Chief Financial Officer of Sabco Oil & Gas
Corporation, a private company located in Houston, Texas.  Prior
to joining Sabco Oil & Gas Corporation, Mr. Lucke worked nineteen
years as an investment banker focused in the energy industry.
Most recently, Mr. Lucke was a Managing Director in the investment
banking group of Jefferies & Company/Randall & Dewey from 2003-
2010.  Mr. Lucke received an MBA from The University of Texas at
Austin and a BA from Duke University.  Mr. Lucke is a certified
public accountant.  Mr. Lucke will be a member of both the
compensation and audit committees.

Joining Mr. Lucke on the board is Michael J. Rohleder President of
GMXR.  Mr. Rohleder was appointed as President of GMX Resources
Inc. on June 1, 2009.  Prior to this appointment, he served as
Executive Vice President of GMXR focused on corporate development,
investor relations and strategic growth and planning.  Mr.
Rohleder brought over 20 years of executive management experience
to the GMXR team with an emphasis in financing, corporate
development and leadership.  Prior to joining GMXR, Rohleder
served as the Sr. Vice President of Worldwide Sales and Marketing
for ON Semiconductor, a $1.5b semiconductor manufacturer (formerly
the Motorola Semiconductor Components Division).  From 1991 to
1999 he was CEO of MEMEC North America, an international
wholesaler of semiconductor components, which was a division of
VEBA AG.  During his tenure at MEMEC the company grew organically
and through acquisition from $18 mm per year in sales to over
$2.5b.

                        About GMX Resources

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

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

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

                           *     *     *

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

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


GOODYEAR TIRE: Moody's Puts 'Ba2' Rating to New Sr. EUR250MM Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Goodyear Tire &
Rubber Company's new senior EUR250 million unsecured notes to be
issued by Goodyear Dunlop Tire Europe B.V. (GDTE).  Moody's also
assigned a Baa3 rating to GDTE's amended and extended first lien
revolving credit facilities.  The net proceeds from the new
unsecured notes will be used to repay borrowings under GDTE's
revolving credit facility and general corporate purposes.  In a
related action, Moody's affirmed Goodyear's Corporate Family
Rating at Ba3 and other ratings as detailed below.  The rating
outlook remains stable.

Ratings assigned:

   Goodyear Dunlop Tires Europe B.V. and certain subsidiaries

   -- Baa3 (LGD-1, 5%), EUR400 million of first lien revolving
      credit facilities due April 2016;

   -- Ba2 (LGD-2, 27%), EUR250 million of senior unsecured notes
      due April 2019

Ratings affirmed:

   Goodyear Tire & Rubber Company

   -- Corporate Family Rating, Ba3;

   -- Probability of Default Rating, Ba3;

   -- SGL-2, Speculative Grade Liquidity rating

   -- $1.5 billion first lien revolving credit facility due 2013,
      Baa3 (LGD-1, 5%);

   -- $1.2 billion second lien term loan due 2014, Ba1 (LGD-2,
      16%);

   -- 10.50% unsecured notes due 2016, B1 (LGD-4, 66%);

   -- 8.75% senior unsecured guaranteed notes due 2020, B1 (LGD-4,
      66%);

   -- 8.25% senior unsecured guaranteed notes due 2020, B1 (LGD-4,
      66%);

   -- 7% senior notes due 2028, B2 (LGD-6, 96%)

   -- (P)B1, guaranteed senior unsecured shelf

Goodyear Dunlop Tires Europe B.V. and certain subsidiaries

   -- EUR505 million of first lien revolving credit facilities due
      2012, Baa3 (LGD-1, 6%) -- be withdrawn upon replacement

Ratings Rationale

The affirmation of Goodyear's Ba3 Corporate Family Rating reflects
the company's ability to maintain its competitive position within
the global tire industry while simultaneously taking actions to
mitigate rising raw material costs, primarily rubber.  The
company's brand name presence, scale, position as one of three
global automotive tire manufacturers has supported the ability to
maintain market share as industry volumes improved in 2010.
Goodyear also benefited from improved product mix through the
launch of 60 new products which include increases in the number of
high-value-added tires.  Restructuring actions initiated in 2009
along with pricing actions taken in 2010 have also supported the
company's improved performance in 2010 and resulted in a lower
cash burn than previously anticipated by Moody's and positions
Goodyear to sustain further improvement in credit metrics in 2011
despite increased raw material cost pressures.  For the fiscal
year ending December 2010 Goodyear's EBIT/Interest (including
Moody's standard adjustments) was approximately 1.5x and Free Cash
Flow/Debt was approximately 2.8%.

On a consolidated basis, the new senior unsecured notes issued at
GDTE partially offset Goodyear's anticipated debt paydown of
$350 million in principal amount of its outstanding 10.50% senior
notes.  Yet, the completion of the combined transactions are
expected to result in a net improvement of overall interest costs.

Goodyear's stable rating outlook reflects Moody's  expectation
that global tire volumes will continue to recover in 2011 driven
by higher replacement and original equipment tire demand, despite
near-term potential market disruptions from the earthquake in
Japan.  Goodyear's operating performance over the near-term should
be supported by improving product mix, restructuring initiatives
taken in 2010, and additional pricing actions taken in 2011.  That
said, Goodyear's credit metrics are anticipated to remain in the
low end of assigned rating over the near-term, supported by a good
liquidity profile, as the company manages through ongoing raw
material cost pressures.

The SGL-2 Speculative Grade Liquidity continues to be supported
by Goodyear's revolver availability and strong cash balances as
the company's free cash flow burn in 2010 was less than expected.
Global cash on hand at December 31, 2010 was $2.0 billion which
includes about $188 million in Venezuela.  Further liquidity
support is borrowing based availability of approximately
$1 billion after $474 million of outstanding letters of credit
under the $1.5 billion U.S. revolving credit facility.  While the
company's Euro 505 million revolving credit facility was undrawn
as of December 31, 2010, the facility matures in April 2012.
This facility is expected to be refinanced concurrent with the
GDTE note offering.  The Pan European accounts receivable
securitization facility was fully utilized, with $319 million
outstanding.  Over the near-term high raw material costs and
plant reinvestments to support growth in high value added tires
are anticipated to pressure free cash flow generation resulting
in the potential for a more modest reliance on the U.S. revolving
credit facility.  There is a coverage ratio covenant test under
the $1.5 billion revolver which comes into effect only when
availability under the revolver, plus cash balances, goes below
$150 million, which is unlikely to be activated in the near-term.
Goodyear has the capacity under the indentures for its unsecured
obligations to pledge additional assets (subject to the terms,
limitations and exclusions provided in the respective indentures).
Should the permissible basket of liens exceed the prescribed
amount, Goodyear would be required to ratably secure the unsecured
notes and bonds issued under the indentures.

Upward rating migration is unlikely over the intermediate term as
Goodyear's credit metrics are expected to continue to improve,
positioning the company more solidly in the Ba3 rating.  However,
a positive rating outlook or rating change could result from a de-
leveraging of Goodyear's balance sheet, or if global economic
conditions improve sufficiently to positively impact demand in the
company's global markets resulting in EBIT/interest being
sustained above 2.0 times, and debt/EBITDA falling below 4 times
while maintaining adequate liquidity.

A lower rating or outlook could develop if replacement tire demand
in North America and abroad does not rebound as expected over the
intermediate-term with an inability by Goodyear to offset this
pressure through additional restructuring savings.  Ratings
pressure could also arise from the inability of the company to
sufficiently offset increases in raw material costs, or a
substantial decrease in its liquidity profile.

The last rating action for Goodyear was on August 10, 2010 when
the Corporate Family Rating was affirmed and the rating outlook
changed to stable.

The principal methodology used in rating Goodyear Tire & Rubber
Company was the Global Automotive Retailer Industry Methodology,
published December 2009.  Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.

Goodyear Tire & Rubber Company, based in Akron, OH, is one of the
world's largest tire companies with 56 manufacturing facilities in
22 countries around the world. Revenues in 2010 were approximately
$18.8 billion.


GREEN VALLEY: Moody's Withdraws Ratings After Bankruptcy Filing
---------------------------------------------------------------
Moody's Investors Service withdrew all the credit ratings of Green
Valley Ranch Gaming, LLC (GVR) following the company's
announcement that it commenced voluntary reorganization
proceedings under Chapter 11 of the U.S. Bankruptcy Code.

Moody's withdrew these ratings:

   -- Corporate Family Rating at Ca

   -- Probability of Default Rating at D

   -- $523 million senior secured term loan B due 2014 at Ca (LGD
      3, 45%)

   -- $250 million senior secured 2nd lien term loan due 2014 at C
      (LGD 6, 92%)

GVR owns and operates the Green Valley Ranch Resort and Spa Casino
in Henderson, Nevada.  The company generates about $245 million of
annual net revenue.

The principal methodology used in rating Green Valley Ranch
Gaming, LLC was the Moody's Global Gaming Industry Methodology,
published December 2009.  Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.


GREENBRIER COS: 38% of Outstanding 8-3/8% Notes Validly Tendered
----------------------------------------------------------------
The Greenbrier Companies, Inc., announced that, pursuant to the
terms of its previously announced tender offer and consent
solicitation for its outstanding 8 3/8% Senior notes due 2015,
holders of $90,599,000 aggregate principal amount of the
outstanding Notes (approximately 38.55% of the total outstanding)
have validly tendered their Notes and have delivered consents for
the proposed amendments to the indenture governing the Notes prior
to the expiration of the consent date, which was 5:00 p.m., New
York City time, on April 12, 2011.

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

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

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

                       About Greenbrier Cos.

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

                         *     *     *

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

The Company's balance sheet at Feb. 28, 2011 showed $1.19 billion
in total assets, $827.88 million in total liabilities and $363.16
million in total equity.

                           *    *     *

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


GROVE STREET: Further Cash Collateral Hearing Set for April 28
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
rescheduled the further hearing to consider Grove Street Realty
Urban Renewal, LLC's request for cash collateral use to April 28,
2011, at 10:00 a.m.

Hon. Judith H. Wizmur previously granted the Debtor access to cash
collateral through February 28, 2011.  The Debtor uses the cash
collateral proceeds to fund its operations during the pendency of
its bankruptcy case.

In related news, the Debtor retained the services of Holmes and
Murray, LLP, to serve as its accountant.  The Debtor expects the
firm to assist it in the preparation of its year-end tax returns.
The firm's professionals, Frank Murray, CPA will be paid $200 per
hour for his services and Dale Kratz, CPA will be paid $160 per
hour for his services.  Other Holmes and Murray associates
expected to render services to the Debtor bill $100 to $200 per
hour for their services.  The firm asserts it is a "disinterested
person" with respect to the Debtor pursuant to Section 101(14) of
the Bankruptcy Code.

                        About Grove Street

Sewell, New Jersey-based Grove Street Realty Urban Renewal, LLC,
owns certain parcels of real property at 370 Grove Street in the
Township of West Deptford, County of Gloucester, New Jersey,
commonly known as RiverWinds Cove Apartments.  The land consists
of improvements generally consisting of two buildings containing
in the aggregate approximately 215,832 square feet of Class A
residential apartment space, comprised of approximately 200 units,
and having approximately 259 parking spaces.

The Company filed for Chapter 11 bankruptcy protection on July 1,
2010 (Bankr. D. N.J. Case No. 10-30427).  Albert A. Ciardi, III,
Esq., at Ciardi Ciardi & Astin, P.C., assists the Debtor in its
restructuring effort.  The Company estimated  assets and debts at
$10 million to $50 million as of the Petition Date.

An Official Committee of Unsecured Creditors appointed in the case
is represented by Benesch, Friedlander, Coplan & Aronoff LLP.


H & D INVESTMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: H & D Investments, Inc.
        621 Tully Road, Suite A101
        San Jose, CA 95111

Bankruptcy Case No.: 11-53405

Chapter 11 Petition Date: April 11, 2011

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Anh V. Trinh, Esq.
                  TSAO-WU, CHOW AND YEE, LLP
                  15 N. Market St.
                  San Jose, CA 95113
                  Tel: (408) 293-6275
                  E-mail: avtrinh@hotmail.com

Scheduled Assets: $6,002,100

Scheduled Debts: $5,955,127

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

The petition was signed by Son Nguyen, president.


HARBOUR EAST: Obtains Interim Court Okay to Use Cash Collateral
---------------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida, in a sixth 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 March through May 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.

A copy of the Cash Collateral Budget is available for free at:

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

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) May 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 May 19, 2011 at 10:30 am in Miami, Florida.

                     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.

The Company filed for Chapter 11 bankruptcy protection on
April 22, 2010 (Bankr. S.D. Fla. Case No. 10-20733).  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.


HOFMEISTER'S PERSONAL: Case Summary & Creditors List
----------------------------------------------------
Debtor: Hofmeister's Personal Jewelers, Inc.
        dba Hofmeister's Keepsake Diamond Center
        3809 E. 82nd Street
        Indianapolis, IN 46240

Bankruptcy Case No.: 11-04451

Chapter 11 Petition Date: April 13, 2011

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch, III

Debtor's Counsel: Eric C. Redman, Esq.
                  REDMAN LUDWIG PC
                  151 N Delaware Street, Suite 1106
                  Indianapolis, IN 46204
                  Tel: (317) 685-2426
                  E-mail: ksmith@redmanludwig.com

Scheduled Assets: $3,799,696

Scheduled Debts: $5,483,014

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/insb11-04451.pdf

The petition was signed by Carter Hofmeister, managing member.


HOWREY LLP: Faces Involuntary Chapter 7 Bankruptcy Petition
-----------------------------------------------------------
Bankruptcy Law360 reports that the involuntary bankruptcy filing
of Howrey LLP in California could spell trouble for the dissolved
firm's former attorneys as well as for the firms that have since
hired them, experts say.

According to Law360, legal recruitment agency Matura Farrington
Staffing Services Inc., court reporting services company Jan Brown
& Associates and office supply company Give Something Back Inc. on
Monday filed a Chapter 7 involuntary petition against Howrey.

Founded in 1956, Howrey LLP -- http://www.howrey.com/-- a global
law firm with offices throughout the United States and in Europe,
has focused on three practice areas of law -- antitrust,
intellectual property and global litigation.


IDO SECURITY: Incurs $7.78 Million Net Loss in 2010
---------------------------------------------------
IDO Security Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$7.78 million on $61,399 of revenue for the year ended Dec. 31,
2010, compared with a net loss of $6.40 million on $82,721 of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $1.87 million
in total assets, $17.48 million in total liabilities, and a
$15.61 million total stockholders' deficiency.

Rotenberg Meril Solomon Bertiger & Guttilla, P.A., in Saddle
Brook, New Jersey, expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has not achieved profitable operations, has incurred
recurring losses, has a working capital deficiency and expects to
incur further losses in the development of the business.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/mpZYS5

                        About IDO Security

IDO Security Inc. is engaged in the design, development and
marketing of devices for the homeland security and loss prevention
markets that are intended for use in security screening procedures
to detect metallic objects concealed on or in footwear, ankles and
feet through the use of electro-magnetic fields.  The Company's
common stock trades on the OTC Bulletin Board under the symbol
IDOI.  The Company is headquartered in New York City.


IMEDICOR INC: Sues Access Pharma for Breach of Contract
-------------------------------------------------------
iMedicor announced the filing of a Multi-Million Dollar lawsuit
against Access Pharma.  The lawsuit was initiated by iMedicor
because of Access Pharma's refusal to compensate iMedicor over the
past 18 months for its role in marketing MuGard, Access' FDA-
approved, muco-adhesive oral wound rinse for the management of
oral mucositis, a debilitating side effect of radiation or
chemotherapy.

iMedicor said the lawsuit had also been filed in response to
Access Pharma's breach of the contract between the two parties.
According to the contract, five percent of the revenue generated
by MuGard in North America would be paid to/shared with iMedicor;
with the market for the treatment of oral mucositis is estimated
to be in excess of $1 billion worldwide.

Despite weekly planning meetings, adjusted timelines, revised
marketing and contractual agreements between the two companies
leading up to the "very successful North American launch of
MuGard" in the second half of 2010, iMedicor said that Access
Pharma has recently taken the position that no contract exists
between the two parties except the original agreement, which
included a former network partner, Navi Net.

According to iMedicor, its CEO, Fred Zolla, met with Access Pharma
shortly after iMedicor dissolved its relationship with NaviNet in
the fall of 2009.  During that meeting, Mr. Zolla disclosed
changes in the program that would affect the original agreement.
He also noted that iMedicor, in its effort to focus on the
oncology market, had contracted with Direct Medical Solutions,
representing over 140 field sales representatives, as well as
MedTrust and Cancer Network, two online Oncology-based Internet
sites.  These disclosures were not then and have not ever been
challenged or disputed in any manner, until pressure was placed on
Access to finally pay the invoices that were overdue.  iMedicor
promptly submitted a revised agreement to Mr. Jeff Davis, CEO of
Access Pharma (December, 2009) indicating the changes and upgrades
in the marketing plan from the original agreement.  iMedicor and
Access Pharma continued planning and execution of the MuGard
launch throughout 2010.

During the first quarter of 2010, weekly meetings were scheduled
between the sales, marketing and online services departments of
both companies.  Ongoing marketing plans were created, adjusted
and then executed.  The initial plan was to provide pre-launch
sampling of MuGard up to, including and beyond the launch date,
scheduled for Sept. 8, 2010.

"The results of the pre-launch sampling program," said Mr. Zolla,
"produced more activity than projected including the opening of
several major cancer centers throughout the United States.  The
volume of activity caused Access to go back into production to
fulfill the demand created by iMedicor's activity on their behalf.
All of this was accomplished through the efforts of iMedicor and
its network of field partners."

According to the contract, iMedicor was to be paid an
administrative fee of $50,000 spread over 5 equal monthly
payments, and Access Pharma agreed to pay $20.00 per sample.  In
addition, iMedicor was to receive five percent of the revenue
collected by Access Pharma through prescription sales in North
America.  The parties estimated that the five percent
participation would generate millions of dollars in payments to
iMedicor - based on Access Pharma's projections released to the
public market.

"The launch of MuGard was finally achieved following an entire
year of planning," said Mr. Zolla.  "MuGard represented a
blockbuster product that could significantly improve the quality
of life for patients undergoing certain cancer treatments.
iMedicor's ability to deliver essential information from a trusted
source to specific physician audiences significantly increased
Access Pharma's education and marketing campaign.

"Unfortunately, as we built the momentum, Access Pharma did not
honor its obligation to pay for services rendered.  The monthly
billings were never disputed.  Access Pharma did not return phone
calls from our accounting department and the office of the CFO."

Mr. Zolla attempted on several occasions in 2011 to remedy the
situation until recently, when he was informed by Mr. Davis that
Access Pharma would not compensate iMedicor for any of its 18
months of service.  The reason given for this decision was that
"no contract beyond the original agreement existed, regardless of
activity, meetings, understandings, execution and results."  In
essence, Access Pharma allowed iMedicor to underwrite its launch
of MuGard with no intention to pay the fees agreed upon by both
parties.

"iMedicor's position is simple and straightforward," concluded Mr.
Zolla.  "We created a collaborative marketing plan blending direct
sales and on-line marketing with the approval of Access Pharma
executives.  We executed the plan and exceeded projections.  We
began to create the momentum that would have rewarded us for our
efforts based on the five percent revenue share of the
prescriptions, a key item in the contractual relationship between
both companies.  Yet, after all the time, financial resources,
intellectual property, in-field representation, and online
marketing efforts we (iMedicor) invested into the MuGard launch -
over an 18-month period - to make it a resounding success, Access
has decided that no real contract exists and, therefore, it is not
obligated to pay iMedicor the fees it deserves."

The lawsuit was filed on March 28, 2011 in Superior Court, New
City New York.

                         About iMedicor Inc.

Nanuet, N.Y.-based iMedicor, Inc., formerly Vemics, Inc., builds
portal-based, virtual work and learning environments in healthcare
and related industries.  The Company's focus is twofold: iMedicor,
the Company's web-based portal which allows Physicians and other
healthcare providers to exchange patient specific healthcare
information via the internet while maintaining compliance with all
Health Insurance Portability and Accountability Act of 1996
("HIPAA") regulations, and; recently acquired ClearLobby
technology, the Company's web-based portal adjunct which provides
for direct communications between pharmaceutical companies and
physicians for the dissemination of information on new drugs
without the costs related to direct sales forces.  The Company's
solutions allow physicians to use the internet in ways previously
unavailable to them due to HIPAA restrictions to quickly and cost-
effectively exchange and share patient medical information and to
interact with pharmaceutical companies and review information on
new drugs offered by these companies at a time of their choosing.

The Company's balance sheet at Sept. 30, 2010, showed
$4.62 million in total assets, $8.78 million in total liabilities,
and a stockholders' deficit of $4.15 million.

Demetrius & Company, L.L.C., in Wayne, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred operating losses since its
inception and has a net working capital deficit


IMPLANT SCIENCES: Amends Credit, Note and Warrant Pacts With DMRJ
-----------------------------------------------------------------
Implant Sciences Corporation and DMRJ Group LLC, entered into an
Omnibus Fifth Amendment to Credit Agreement and Seventh Amendment
to Note and Warrant Purchase Agreement, pursuant to which:

   * the maturity of all of the Company's indebtedness to DMRJ,
     including indebtedness under (i) an amended and restated
     senior secured convertible promissory note dated March 12,
     2009, (ii) a senior secured convertible promissory note dated
     July 1, 2009 and (iii) an amended and restated revolving
     promissory note dated March 30, 2011, was extended from April
     7, 2011 to Sept. 30, 2011;

   * DMRJ waived the Company's compliance with certain financial
     covenants in the Notes and all related credit agreements,
     through the new maturity date of Sept. 30, 2011;

   * the Company agreed that all prepayments of the Notes would be
     applied by DMRJ in the following order: (i) first, to the
     payment of any cost or expense reimbursements, indemnities or
     other liabilities then due to DMRJ; (ii) second, to the
     payment of any fees then due to DMRJ; (iii) third, to the
     payment of any interest then due to DMRJ; (iv) fourth, to the
     payment of the outstanding principal balance of the Revolving
     Credit Note; (v) fifth, to the payment of the outstanding
     principal balance of the July 2009 Note; (vi) sixth, to the
     payment of the outstanding principal balance of the March
     2009 Convertible Note; and (vii) seventh, to the payment of
     all other obligations owed by the Company to DMRJ;

   * DMRJ removed the "full ratchet" antidilution protection from
     the March 2009 Convertible Note, and established a fixed
     conversion price of $.08 per share for such note;

   * DMRJ removed the "full ratchet" antidilution protection from
     the Amended and Restated Warrant to purchase 1,000,000 shares
     of Common Stock, originally issued to DMRJ on Dec. 10,
     2008, and established a fixed exercise price of $.08 per
     share for such warrant;

   * DMRJ agreed to exchange each share of Series F Convertible
     Preferred Stock held by it into 0.1 of a share of a new
     series of Series G Convertible Preferred Stock to be
     established by the Company, the terms of which would be
     essentially identical to the terms of the Series F Preferred
     Stock except that the Series G Preferred Stock would not
     contain "full ratchet" antidilution protection;

   * The amount of notice the Company is required to provide to
     DMRJ prior to any prepayment of the March 2009 Convertible
     Note was extended from three business days to ten days; and,
     upon receipt of any such prepayment notice, DMRJ will have
     the right, upon five business days' prior written notice, to
     cause the Company to exchange all or a portion of the March
     2009 Convertible Note for additional shares of Series G
     Preferred Stock at the rate of 0.01 of a share of Series G
     Preferred Stock for each share of Common Stock into which the
     March 2009 Convertible Note being exchanged could have been
     converted into on such date in accordance with its terms;

   * The Company agreed not to issue or sell any of its equity
     securities, or any rights, options, or warrants to purchase
     such equity securities, or securities of any type whatsoever
     that are, or may become, convertible or exchangeable for such
     securities at a purchase price or exercise price, as the case
     may be, equal to or less than $0.15 per share without DMRJ's
     prior written consent; and

   * The Company agreed that (with certain exceptions applicable
     to stock options issued and exercised under its existing
     equity incentive plans), it would not sell any New Securities
     to any third party without first providing DRMJ with a 20-day
     period during which DMRJ may elect to purchase or otherwise
     acquire, at the price and on the terms specified in the
     Company's notice, all or a portion of such New Securities.

The Company's subsidiaries, Accurel Systems International
Corporation, C Acquisition Corp. and IMX Acquisition Corp., each
of which has guaranteed the Company's obligations under the Notes,
joined in the execution of the Amendment and reconfirmed their
respective obligations as guarantors under the Credit Documents.

In connection with the transactions, the Company agreed to issue
164,667 shares of  Series G Preferred Stock to DMRJ in exchange
for 1,646,663 shares of Series F Preferred Stock.  Such exchange
will be completed within three business days after the
effectiveness of the Articles of Amendment establishing such
shares of Series G Preferred Stock.  The issuance of the shares of
Series G Preferred Stock is exempt from registration under the
Securities Act of 1933, as amended, by virtue of Sections 3(a)(9)
or 4(2) of such Act.

             Amendments to Articles of Incorporation

On April 11, 2011, the Company filed Articles of Amendment to its
Restated Articles of Organization with the Secretary of the
Commonwealth of Massachusetts to establish a new series of
preferred stock, the Series G Preferred Stock.

Each share of Series G Preferred Stock is initially convertible at
the option of the holder into 100 shares of Common Stock, with
such ratio subject to adjustment from time to time upon stock
splits, combinations, reverse stock splits and similar
transactions affecting the Company's Common Stock.

The Series G Preferred Stock will be entitled to participate on an
"as converted" basis in all dividends or distributions declared or
paid on the Company's Common Stock.  In the event of any
liquidation, dissolution or winding up of the Company, the holders
of the Series G Preferred Stock will be entitled to be paid an
amount equal to $8.00 per share of Series G Preferred Stock, plus
any declared but unpaid dividends, prior to the payment of any
amounts to the holders of the Company's Common Stock by reason of
their ownership of such stock.

The holders of the Series G Preferred Stock have no voting rights
except as required by applicable law.  However, without the
consent of the holders of a majority of the Series G Preferred
Stock, the Company may not (i) amend, alter or repeal any
provision of its Articles of Organization or By-laws in a manner
that adversely affects the powers, preferences or rights of the
Series G Preferred Stock; (ii) authorize or issue any equity
securities (or any equity or debt securities convertible into
equity securities) ranking prior and superior to the Series G
Preferred Stock with respect to dividends, distributions,
redemption rights or rights upon liquidation, dissolution or
winding up; or (iii) consummate any capital reorganization or
reclassification of any of its equity securities (or debt
securities convertible into equity securities) into equity
securities ranking prior and superior to the Series G Preferred
Stock with respect to dividends, distributions, redemption rights
or rights upon liquidation, dissolution or winding up.

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

The audit report issued by the Company's independent registered
public accounting firm issued on the Company's audited financial
statements for the fiscal year ended June 30, 2010 contains a
qualification regarding the Company's ability to continue as a
going concern.  This qualification indicates there is substantial
doubt on the part of the Company's independent registered public
accounting firm as to its ability to continue as a going concern
due to the risk that the Company may not have sufficient cash and
liquid assets at June 30, 2010, to cover the Company's operating
capital requirements for the next twelve-month period and if
sufficient cash cannot be obtained the Company would have to
substantially alter its operations, or it may be forced to
discontinue operations.

The Company's balance sheet at Sept. 30, 2010 showed $4.65 million
in total assets, $30.27 million in total liabilities, and a
$25.62 million total stockholders' deficit.


INDIANAPOLIS DOWNS: Organizational Meeting Set for April 18
-----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on April 18, 2011, at 10:00 a.m. in
the bankruptcy case of Indianapolis Downs, LLC.  The meeting will
be held at DoubleTree Hotel Wilmington, 700 N. King Street,
Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code. A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable. The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization. The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                     About Indianapolis Downs

Indianapolis Downs, LLC, operates a "racino," which is a combined
race track and casino, at a state-of-the-art 283 acre Shelbyville,
Indiana site. It also operates two satellite wagering facilities
in Evansville and Clarksville, Indiana. Total revenue for 2010
was $270 million, representing an 8.7% increase in 2009. The
casino captured 53% of the Indianapolis market share.

Indianapolis Downs was granted a permit to conduct a horse track
operation in Shelvyville, Indiana, in July 2001, and started
operating the track in 2002. It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs, LLC, and subsidiary, Indianapolis Downs
Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011.

Indianapolis Downs estimated $500 million to $1 billion in assets
and up to $500 million in debt as of the Chapter 11 filing.
According to a court filing, the Debtor owes $98,125,000 on a
first lien debt. It also owes $375,000,000 on secured notes and
$72,649,048 on subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. FD U.S. Communications,
Inc., is the corporate communications consultant. Epiq Bankruptcy
Solutions is the claims and notice agent.


INFUSION BRANDS: Has Oral Agreement for $2-Mil. Sale of Shares
--------------------------------------------------------------
Infusion Brands International, Inc., entered into an oral
agreement with a certain accredited investor to sell the Investor,
subject to the filing of an amendment to the Certificate of
Designation of its Series G Convertible Stock 2,000,000 shares of
its Preferred Stock and Series G Warrants to purchase an aggregate
of 20,000,000 shares of the Company's common stock.  The purchase
price of the Private Placement Securities is $2,000,000, and the
funds were received from the Investor on April 6, 2011.  However,
a Preferred Stock purchase agreement and other related transaction
documents are in the process of being negotiated with the Investor
and, accordingly, have not been executed at this time.  The
Private Placement Securities will be issued to the Investor upon
the execution of the Transaction Documents and upon the amending
of the certificate of designation of the Preferred Stock.

The Preferred Stock is convertible into shares of the Company's
common stock at an initial exercise price of $0.10 per share,
subject to adjustment.  The Preferred Stock has a mandatory
redemption date of June 30, 2013 at which time each share of
Preferred Stock outstanding on the Redemption Date will be
redeemed at a per share rate equal to $1.00 plus all accrued and
unpaid dividends or distributions thereon.  Holders of the
Preferred Stock are entitled to receive a "Special Preferred
Distribution" on each share of Preferred Stock held equal to (A)
the sum of (1) the product of the Stated Value multiplied by 8.12
plus (2) all accrued but unpaid dividends, less (B) the amount of
the additional dividend, if any.  If the Special Preferred
Distribution is not paid on or before the Redemption Date, it will
accrue interest at the rate of 8% per annum.  The additional
dividend is payable on June 30, 2011 if the Special Preferred
Distribution has not yet been paid and is equal to the Stated
Value of each share of Preferred Stock outstanding.  Additionally,
before any dividends shall be paid or set aside for payment on any
Junior Security of the Company, each holder of the Preferred Stock
will be entitled to receive cash dividends payable on the Stated
Value of Preferred Stock at a rate of 8% per annum, which shall
accrue daily and paid quarterly.  So long as the Preferred Stock
is outstanding, the holders of the Preferred Stock shall, voting
together as a separate class, be entitled to elect two directors
to the Company's board of directors.

The Warrant is exercisable for a term of ten years at an exercise
price of $0.10 per share.

                       About Infusion Brands

Infusion Brands International, Inc. is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.

On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary.  Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.

As reported by the TCR on April 7, 2011, Meeks International LLC,
in Tampa, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from operations and is dependent on outside sources of financing
for continuation of its operations and management is restructuring
and redirecting its operating initiatives that require the use its
available capital resource.

The Company reported a net loss of $6.11 million on $4.07 million
of revenues for the transition period ended Dec. 31, 2010,
compared with a net loss of $20.95 million on $13.63 million of
revenues for the corresponding period ended Dec. 31, 2009.

At Dec. 31, 2010, the Company's balance sheet showed $6.77 million
in total assets, $4.04 million in total liabilities, $9.50 million
in redeemable preferred stock, and a stockholders' deficit of
$6.77 million.


JACKSON HEWITT: Receives Non-Compliance Notice From NYSE
--------------------------------------------------------
Jackson Hewitt Tax Service Inc. has been notified by the New York
Stock Exchange Regulation, Inc., that it has fallen below
compliance with the New York Stock Exchange, Inc.'s continued
listing standards relating to the price criteria for common stock,
which requires a minimum average closing price of $1.00 per share
over a consecutive 30 trading-day period.

                       About Jackson Hewitt

Jackson Hewitt Tax Service Inc. (NYSE: JTX)
-- http://www.jacksonhewitt.com/-- provides computerized
preparation of federal, state and local individual income tax
returns in the United States through a nationwide network of
franchised and company-owned offices operating under the brand
name Jackson Hewitt Tax Service(R).  The Company provides its
customers with convenient, fast and quality tax return preparation
services and electronic filing.  In connection with their tax
return preparation experience, the Company's customers may select
various financial products to suit their needs, including refund
anticipation loans ("RALs") in the offices where such financial
products are available.

Jackson Hewitt Tax Service Inc. was incorporated in Delaware in
February 2004 as the parent corporation.  Jackson Hewitt Inc.
("JHI") is a wholly-owned subsidiary of Jackson Hewitt Tax Service
Inc.  Jackson Hewitt Technology Services LLC is a wholly-owned
subsidiary of JHI that supports the technology needs of the
Company.  Company-owned office operations are conducted by Tax
Services of America, Inc. ("TSA"), which is a wholly-owned
subsidiary of JHI.  The Company is based in Parsippany, New
Jersey.

The Company's balance sheet at Oct. 31, 2010, showed
$315.99 million in total assets, $378.38 million in total
liabilities, and a stockholders' deficit of $62.39 million.

Jackson Hewitt reported a net loss of $19.4 million for the
second fiscal quarter ended Oct. 31, 2010, versus a net loss of
$19.5 million in the second quarter of fiscal 2010.


JETBLUE AIRWAYS: Amended Bylaws Adopted to Conform With Del. Law
----------------------------------------------------------------
Effective Feb. 10, 2011, the Board of Directors of JetBlue Airways
Corporation adopted amendments to the Company's bylaws to, among
others, bring the bylaws more in alignment with Delaware law.  The
amendments relate to requirements with respect to (1) notice of
stockholder meetings and (2) stockholder nominations of directors
and other stockholder proposals to be considered at an annual
meeting.  A full-text copy of the Amended Bylaws is available for
free at http://is.gd/mWeKj4

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company's balance sheet at Dec. 31, 2010 showed $6.59 billion
in total assets, $4.94 billion in total liabilities, and
$1.65 billion in stockholders' equity.

                          *     *     *

JetBlue carries 'Caa1' long term corporate family and probability
of default ratings, with positive outlook, from Moody's.  It has a
'B-' long term issuer default rating, with stable outlook, from
Fitch.  It also has a 'B-' issuer credit ratings from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.  S&P noted that while JetBlue has been profitable in six
of the last seven quarters, its financial profile remains highly
leveraged, with EBITDA interest coverage of 2.5x, funds flow to
debt of 15.7%, and debt to capital of 75.2%.


JILL JENSEN-AMES: Hit With $155T Judgment in Chan-Kraber Suit
-------------------------------------------------------------
In Mark C. Chan and Karl G. Kraber, v. Jill Jensen-Ames and John
Doe Ames, and the marital community composed thereof, Adv. Pro.
No. 10-01618 (Bankr. W.D. Wash.), Bankruptcy Judge Karen A.
Overstreet granted plaintiffs' motion for summary judgment that
defendants are liable to Mr. Chan in the amount of $50,000 and to
Mr. Kraber in the amount of $105,000, plus interest, attorneys
fees and costs, and that such obligations are nondischargeable
under Bankruptcy Code Sec. 523(a)(19).  A copy of Judge
Overstreet's April 12, 2011 Memorandum Decision is available at
http://is.gd/0wqTxxfrom Leagle.com.

Jill Jensen-Ames in Kenmore, Washington, is a real estate agent
who worked with mortgage broker Katherine Swanberg.  Ms. Jensen-
Ames and Ms. Swanberg advertised and hosted seminars on investment
opportunities.  Ms. Jensen-Ames filed a Chapter 11 petition
(Bankr. W.D. Wash. Case No. 10-14185) on April 15, 2010,
represented by Jeffrey B. Wells, Esq. -- eajbwellaw@aol.com -- in
Seattle.  She scheduled $1,032,836 in total assets and $3,433,078
in total debts.


KRONOS INTERNATIONAL: Fitch Upgrades Issuer Default Rating to 'B'
-----------------------------------------------------------------
Fitch Ratings has upgraded Kronos International, Inc.'s (Kronos
International) Issuer Default Rating (IDR) to 'B' from 'B-'.

The Rating Outlook is Stable.

Fitch's ratings reflect high financial leverage at Kronos
International, as well as Kronos Worldwide, Inc.'s (Kronos
Worldwide) solid market position in the titanium dioxide (TiO2)
industry.  The ratings also reflect the recovery in the TiO2
industry and Fitch's expectations that operating EBITDA will
average at least $150 million, annually over the next 24 months.

Fitch expects free cash flow (FCF) generation to run about
$50 million annually over the next 24 months as working capital,
capital expenditures and dividends are managed to earnings.  The
EUR80 million revolver, expiring October 2013, together with cash
balances are expected to be sufficient to support seasonal needs.
Pro forma for the call of EUR80 million of the notes, liquidity
was $50 million and total debt was $433 million at Dec. 31, 2010.

The revolver covenants are at the operating subsidiary level
(i.e. they excluded the EUR320 million notes from the covenant
calculation).  Fitch expects the company to be well within the net
secured debt to EBITDA maximum of 0.7 times (x) and the net debt
to equity maximum of 0.50x to 1.00x.

The Stable Outlook reflects Fitch's view that leverage will be
under 3.5x over the next 24 months and that the majority of the
remaining EUR320 million notes will be refinanced.

An unexpected cash burn would result in a review of the ratings
for a possible downgrade.  Should debt be repaid to a greater
degree than Fitch's expectations, the ratings could be reviewed
for a possible upgrade.

Fitch has upgraded Kronos International's ratings:

   -- Issuer Default Rating (IDR) to 'B' from 'B-'

   -- Senior secured revolving credit facility to 'BB/RR1' from
      'BB-/RR1';

   -- Senior secured notes to 'B/RR4' from 'B-/RR4'.

The Rating Outlook is Stable.


LADY FOREST: Section 341(a) Meeting Scheduled for May 6
-------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of Lady
Forest Farms, Inc.'s creditors on May 6, 2011, at 1:30 p.m.  The
meeting will be held at 501 East Court Street, Suite 1.452,
Jackson, Mississippi.

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

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

Forest, Mississippi-based Lady Forest Farms, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No. 11-
01259) on April 5, 2011.  Craig M. Geno, Esq., at Harris Jernigan
& Geno, PLLC, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliate Forest Packing Company filed a separate Chapter 11
petition (Bankr. S.D. Miss. Case No. 11-00627) on Feb. 21, 2011.


LAKE PLEASANT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Lake Pleasant Group, LLP
        2390 E. Camelback Road, #310
        Phoenix, AZ 85016

Bankruptcy Case No.: 11-10170

Chapter 11 Petition Date: April 13, 2011
,
       District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Mark W. Roth, Esq.
                  POLSINELLI SHUGHART P.C.
                  One East Washington Street
                  CityScape Building, Suite 1200
                  Phoenix, AZ 85004
                  Tel: (602) 50-2012
                  Fax: (602) 926.8562
                  E-mail: mroth@polsinelli.com

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

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

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

The petition was signed by Donald R. Leo, managing member of CVF
Holdings, LLC, authorized partner.


LEVI STRAUSS: Reports $39.17 Million Net Income in Feb. 27 Qtr.
---------------------------------------------------------------
Levi Strauss & Co. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $39.17 million on $1.10 billion of net sales for the three
months ended Feb. 27, 2011, compared with net income of
$55.87 million on $1.02 billion of net sales for the three months
ended Feb. 28, 2010.

The Company's balance sheet at Feb. 27, 2011, showed $3.08 billion
in total assets, $3.26 billion in total liabilities, and a
$188.27 million total stockholders' deficit.

"We made progress executing against our strategic initiatives and
drove sales growth across all regions in the first quarter," said
John Anderson, president and chief executive officer, in as
statement annuncing the quarterly results.  "We continued to offer
consumers innovative products by introducing the fourth
revolutionary fit for women in our Levi's(R) Curve ID collection
as well as launching Levi's(R) Watersetting a new green standard.  In addition, our Dockers(R) team
expanded its distribution channel to reach more consumers in a
wider range of stores."

"During the quarter, we also continued the rollout of our newest
brand DenizenTM to address the growing markets in China and
India," added Mr. Anderson.  "With more than 100 DenizenTM stores
in Asia, we're now looking forward to bringing the brand to
consumers in the United States and Mexico this summer."

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/HwrjyH

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

The Company reported net income of $149.44 million on $4.33
billion of net sales for the fiscal year ended Nov. 28, 2010,
compared with net income of $150.71 million on $4.02 billion of
net sales for the year ended Nov. 29, 2009.

                           *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's, a 'B1' corporate family rating from Moody's Investors
Service and a 'BB-' issuer default rating from Fitch Ratings.

As reported by the TCR on March 24, 2011, Fitch Ratings has
downgraded its Issuer Default Rating on Levi Strauss & Co. to 'B+'
from 'BB-' and has affirmed its ratings on the company's credit
facilities and notes.  The Rating Outlook is Stable.  The company
had $1.9 billion of debt outstanding at fiscal year-end Nov. 28,
2010.

The downgrade of the IDR reflects Levi's soft operating trends and
margin compression, continued high financial leverage, and Fitch's
expectation that Levi's financial profile will not show meaningful
improvement in the next one to two years.  The Stable Outlook
reflects the company's adequate liquidity and manageable debt
maturity schedule.  The ratings also continue to reflect Levi's
well-known brands, strong market shares and wide geographic
diversity.


LIQUIDMETAL TECHNOLOGIES: Inks Settlement/Purchase Pact With SAGA
-----------------------------------------------------------------
Liquidmetal Technologies, Inc., entered into a Settlement and
Equity Interest Purchase Agreement with SAGA S.p.a., a company
incorporated under the laws of Italy, which supersedes the
March 19, 2011 preliminary Settlement Agreement, pursuant to
which:

   (i) the parties agreed to terminate their joint venture,
       Liquidmetal Saga Italy S.r.l., a company incorporated under
       the laws of Italy;

  (ii) the parties agreed to cause certain pending legal actions
       against each other to be dismissed with prejudice;

(iii) Liquidmetal agreed to pay SAGA $2.8 million in the form of
       4,496,429 restricted shares of Liquidmetal common stock in
       exchange for SAGA's equity interest in LSI; and

  (iv) the Liquidmetal technology license to LSI will be
       terminated.

The number of Shares issued to SAGA was based on the 30 days
trailing, volume weighted average price of Liquidmetal stock as of
the Effective Date.  The Shares were issued to SAGA in a private
placement exempt from registration under the Securities Act of
1933, as amended.  Specifically, the Shares will be issued by
virtue of Section 4(2) of the Securities Act in that the issuance
did not involve a public offering, SAGA has adequate access to
information about Liquidmetal, and appropriate restrictive legends
will be affixed to all certificates representing the Shares issued
to SAGA.  The Shares received by SAGA under the Settlement and
Equity Interest Purchase Agreement will be "restricted securities"
within the meaning of Rule 144 under the Securities Act, and SAGA
has not been granted any registration rights by Liquidmetal with
respect to those Shares.

At any time prior to Oct. 6, 2011, Liquidmetal may redeem and
repurchase all of the Shares from SAGA.  If Liquidmetal elects to
redeem all of the Shares, Liquidmetal will pay a redemption price
that is either (i) 110% of the Base Price if the Average Market
Price on the Determination Date is greater than or equal to 110%
of the Base Price or, (ii) the Average Market Price on the
Determination Date, if the Average Market Price on the
Determination Date is greater than or equal to the Base Price, but
less than 110% of the Base Price.

If the Average Market Price on the Determination Date is less than
the Base Price, Liquidmetal will issue a promissory note to SAGA
having a principal amount equal to the difference between such
average closing prices, multiplied by the number of Shares.  The
Note would bear interest at the rate of 8% per annum and mature on
the twelfth month anniversary of the Note's issuance.

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company classifies operations into two reportable segments:
Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys.

Choi, Kim & Park LLP, in Los Angeles, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The Company
has experienced losses from continuing operations during the last
three fiscal years and has an accumulated deficit of $165,879 as
of Dec. 31, 2010.  Net cash provided by continuing operations for
the year ended Dec. 31, 2010 was $10,080.  At Dec. 31, 2010,
working capital deficit was $14,180.  As of Dec. 31, 2010, the
Company's principal source of liquidity is $5,049 of cash and
$1,731 of trade accounts receivable.

The Company's restated statement of operations reflects a net loss
of $4.69 million on $30.27 million of revenue for the year ended
Dec. 31, 2010, compared with net income of $251,000 on $16.94
million of revenue during the prior year.

The Company's restated balance sheet showed $15.04 million in
total assets, $34.68 million in total liabilities and $19.64
million in total shareholders' deficiency.


LYONDELL CHEMICAL: Highland Sues UBS Over Contract Breach
---------------------------------------------------------
Bankruptcy Law360 reports that Highland Capital Management LP
filed suit in New York on Monday against UBS Securities LLC,
Lyondell Chemical Co.'s agent for exit financing deals, saying it
caused the chemical company to break a contract related to a
$1 billion restructuring loan.

Highland filed its suit in the U.S. Bankruptcy Court for the
Southern District of New York seeking declaratory judgment,
alleging tortious interference with a contract and with
prospective economic relations, 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.


MAGIC BRANDS: Submits Solicitation Version of Liquidation Plan
--------------------------------------------------------------
Deel LLC, fka Magic Brands LLC, and its debtor affiliates
presented to the U.S. Bankruptcy Court for the District of
Delaware the updated solicitation version of their Amended
Consolidated Chapter 11 Plan of Liquidation and Disclosure
Statement dated March 25, 2011.

As previously reported by the Troubled Company Reporter, Judge
Brendan L. Shannon approved the adequacy of the Debtors'
Disclosure Statement on March 21, 2011.  The Debtors are thus
authorized to solicit acceptances for the Plan.

The Voting Record Date has been fixed as March 29, 2011.

All properly completed ballots for the Plan are to be received by
the balloting agent no later than May 12, 2011, to be deemed
counted.

The Bankruptcy Court will hold a confirmation hearing on the Plan
on June 9, 2011, at 9:00 a.m. prevailing Eastern Time.  Any
objections to the Plan are to be filed in writing no later than
May 23.

A copy of the Plan and Disclosure Statement for solicitation
purposes is available for free at:

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

                       About Magic Brands

Headquartered in Austin, Texas, Magic Brands, LLC --
http://www.fuddruckers.com/-- operated 62 Fuddruckers locations
in 11 states and 3 Koo Koo Roo restaurants in California.

Magic Brands and its operating units filed for Chapter 11
protection on April 21, 2010 (Bankr. D. Del. Lead Case No.
10-11310).  It estimated assets of up to $10 million and debts at
$10 million to $50 million in its Chapter 11 petition.  Affiliate
Fuddruckers, Inc., also filed, estimating assets and debts at
$50 million to $100 million.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands, and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, is the claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Kelley
Drye & Warren LLP as counsel and Klehr Harrison Harvey Branzburg
LLP as co-counsel.

Magic Brands in July 2010 closed the sale of the Fuddruckers
stores and franchise business to restaurant operator Luby's Inc.
for $63.5 million.  Magic Brands changed its name to Deel LLC
following the Luby's sale.


MAYFAIR BAGELS: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mayfair Bagels, Inc.
        dba Bagel Boss
        10 Mayfair Shopping Center
        Commack, NY 11725

Bankruptcy Case No.: 11-72522

Chapter 11 Petition Date: April 13, 2011

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

Judge: Robert E. Grossman

Debtor's Counsel: Gary C. Fischoff, Esq.
                  STEINBERG, FINEO, BERGER & FISCHOFF
                  40 Crossways Park Drive
                  Woodbury, NY 11797
                  Tel: (516) 747-1136
                  E-mail: gfischoff@sfbblaw.com

Scheduled Assets: $48,520

Scheduled Debts: $1,184,383

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-72522.pdf

The petition was signed by Jeffrey Grossfeld, president.

Affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Catering Boss, Inc.                   11-72521            04/13/11


MCCLATCHY CO: Bestinver Gestion Discloses 9.84% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Bestinver Gestion S.A., SGIIC, disclosed that it
beneficially owns 5,927,241 shares of Class A common stock of The
McClatch Company representing 9.84% of the shares outstanding.  As
of Feb. 25, 2011, there were 60,221,538 shares of Class A common
stock outstanding.

                    About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at Dec. 26, 2010 showed $3.13 billion
in total assets, $2.91 billion in total liabilities and
$219.34 million in stockholders' equity.

                          *     *     *

In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

Standard & Poor's Ratings Services also raised its corporate
credit on Sacramento, California-based The McClatchy Co. to 'B'
from 'B-'.  The upgrade reflects the significant current and
expected moderation in the pace of ad revenue declines in 2010 and
2011 and improving debt leverage and discretionary cash flow.

As reported by the Troubled Company Reporter on Feb. 8, 2011,
Fitch Ratings has upgraded the Issuer Default Rating of the
McClatchy Company to 'B-'.  The Rating Outlook is Stable.  The
revenue declines endured by McClatchy in 2010 were materially
lower than Fitch's expectation.  Fitch had modeled declines in the
mid-teens versus actual declines in the mid-single digits.  While
Fitch expected the company to focus on cost containment, the
company's success exceeded Fitch expectations.  Fitch had expected
EBITDA to decline more than 10% versus actual EBITDA growth in the
mid-single digits.  As a result absolute debt and leverage were
better than Fitch expectations.  Fitch estimates 2010 year end
gross unadjusted leverage of approximately 4.7 times.  Fitch
expects the company will be able to meet its pension funding
obligations and satisfy all of its maturities up to and including
its senior unsecured notes due in 2014 ($169 million balance as of
Sept. 30, 2010).  Also, Fitch does not expect McClatchy will have
any issues meeting its credit agreement financial covenants (under
both Fitch's base and stress cases).


MEDICAL PROPERTIES: Moody's Puts '(P)Ba2' Rating to Senior Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a (P)Ba2 rating to the
prospective senior unsecured notes offering of Medical Properties
Trust, Inc.  MPT's corporate family rating is on par with the
predominant form of debt in the REIT's capital structure.
Reflecting the REIT's conversion to a predominately unsecured
capital structure, the corporate family rating now matches the
unsecured debt rating at Ba2.  Moody's has also revised MPT's
rating outlook to positive from stable.

Ratings Rationale

Moody's (P)Ba2 senior unsecured rating reflects MPT's plans to
issue about $450 million of senior unsecured bonds and recast its
senior secured credit facility to an unsecured revolver.  These
capital market transactions will leave MPT with a predominately
unencumbered portfolio of assets which include general acute care
hospitals, inpatient rehabilitation facilities, and long-term
acute care hospitals.

The positive rating outlook reflects MPT's maintenance of solid
credit metrics, which will be even stronger with the pending
substantial increase in its unencumbered asset pool.  Furthermore,
Moody's expects that the REIT will sustain its conservative credit
metrics, while continuing to grow and reduce its tenant
concentration with Prime Healthcare Services.

Moody's notes that MPT's operating performance has been sound
through the recession and EBITDAR coverage ratios on most of its
facilities remain good.  The REIT's leverage was very low at
YE2010 (26% of gross assets), but is expected to increase
substantially pro forma for the planned note issuance and recent
acquisitions. However, leverage is still expected to remain modest
for the rating category.  Similarly, fixed charge coverage (3.4x
for 2010) is expected to decline, but remain strong for the
rating.

Moody's believes that MPT's solid credit metrics provide good
cushion for the potential earnings volatility it could experience
from its healthcare business. Hospitals are operating intensive
assets whose earnings are subject to a high degree of volatility
due to reimbursement and regulatory risks.  These risks are
compounded by MPT's small size and geographic and tenant
concentrations.  The REIT has geographic concentrations in
California (39% of 2010 revenues) in addition to a large tenant
concentration with Prime Healthcare Services (33% of 2010
revenues).  Although the Prime concentration has declined in
recent years, Moody's expects the REIT will need to continue its
rapid pace of growth to help it reduce this meaningful exposure
further.

Upward ratings movement would be likely if MPT's tenant
concentration were to decline, with Prime comprising closer
to 20% of revenues. Growth in gross assets above $2 billion,
maintenance of modest leverage and a largely unsecured capital
structure, as well as fixed charge coverage consistently above
2.5x would also lead to a ratings upgrade.

A return to stable would likely be precipitated by any increase in
MPT's Prime concentration, fixed charge coverage below 2.3x, or
deterioration in property level coverage ratios.

Moody's last rating action with respect to Medical Properties
Trust was on April 22, 2010, when a Ba1 corporate family rating
and Ba1 senior secured credit facility rating were assigned.  The
Ba1 corporate family rating was on par with the REIT's secured
debt rating, reflecting the predominant form of debt in its
capital structure at the time.

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

Medical Properties Trust (NYSE: MPW) is a real estate investment
trust that acquires, develops, leases and makes investments in
healthcare facilities, including acute care hospitals, inpatient
rehabilitation hospitals, and long-term acute care hospitals.


MESA AIR: Raspro & Wells Fargo Assert Administrative Claims
-----------------------------------------------------------
Pursuant to the March 1, 2011 Notice of (i) the March 1, 2011
Effective Date of the Third Amended Joint Plan of Reorganization
of Mesa Air Group, Inc. and its affiliates, (ii) the April 5,
2011 deadline to file Administrative Claims, and (iii) the April
5, 2011 deadline to file Rejection Damages Claims, RASPRO Trust
2005 and Wells Fargo Bank Northwest, N.A. separately submitted
proofs of administrative claim as addenda and supplements to
their requests for payment of the claims.

RASPRO and Wells Fargo file their administrative claims out of
abundance of caution to seek payment of any and all amounts owed
by the Debtors constituting "Administrative Claims" under the
Plan or in connection with the Debtors' Chapter 11 cases,
including all professional fees and inspection fees arising from
the Leases or in connection with the Debtors' assumption of (i)
the master aircraft lease agreement between the Debtors and
RASPRO, dated September 23, 2005, and (ii) the aircraft engine
lease agreement, dated July 19, 2002, as amended, between Wells
Fargo and the Debtors.

Both RASPRO and Wells Fargo believe that they have previously
complied with the Administrative Claim Procedures by submitting
various invoices, billing statements and other evidences of
indebtedness to the Debtors in connection with fees and expenses
to which RASPRO and Wells Fargo are entitled under their
applicable Leases.

RASPRO also believes that the Administrative Claim deadline does
not apply to these amounts since they constitute cure with
respect to the Debtors' assumption of the Lease.

All notices and communications in connection with the RASPRO
Administrative Claim should be sent to:

    RASPRO Trust 2005, as Lessor
    c/o Wilmington Trust Company, As Collateral Agent
    1100 North Market Street
    Wilmington, Delaware 19890
    Attn: Corporate Trust Administration

    Nathan Lebioda, Esq.
    JONES DAY
    222 East 41st Street
    New York, New York 10017-6702
    Tel. No.: 212-326-3939
    Fax No. : 212-755-7306
    E-mail: nlebioda@jonesday.com

    Brad B. Erens, Esq.
    JONES DAY
    77 W. Wacker Drive
    Chicago, Illinois 60601-1692
    Tel. No.: 312-782-3939
    Fax No. : 312-782-8585
    E-mail: bberens@jonesday.com

All notices and communications in connection with the Wells Fargo
Administrative Claim should be sent to:

    Willis Lease Finance Corporation, as Servicer for Wells
      Fargo
    773 San Marin Drive, Suite 2215
    Novato, California 949998
    Attn: Thomas C. Nord, General Counsel
    Tel. No.: 415-408-4700
    Fax No. : 415-408-4702

    Levett Rockwood, P.C., attorneys for Wells Fargo
    33 Riverside Ave.
    Westport, Connecticut 06880
    Attn: Stephen H. Gross, Esq.
    Tel. No.: 203-222-0885
    Fax No. : 203-226-8025

                            About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Aircraft Solutions Asserts $408,000 in Admin. Expenses
----------------------------------------------------------------
Aircraft Solutions ERJ-145, LLC, asks Judge Glenn for the
allowance and payment of its administrative expense claims
totaling $408,337.

After the Petition Date, in the ordinary course of business, Mesa
Airlines, Inc. leased three Rolls Royce AE3007A1 aircraft engines
from Aircraft Solutions pursuant to the terms of three engine
lease agreements between the parties.

Based on the declaration of Keri Wright, the chief operating
officer at Universal Asset Management, Inc., which is a member of
Aircraft Solutions, in support of Aircraft Solutions' motion,
each Engine was provided to Mesa Airlines with various engine
parts, including harnesses that were installed or fitted to each
Engine.  UAM serves as the asset manager with respect to Aircraft
Solutions' engine lease agreements.

Pursuant to each Lease, Mesa Airlines agreed to pay rent,
utilization charges, and a $51,000 security deposit equal to two
month's rent to Aircraft Solutions, all as stipulated in the
applicable schedule to the Leases.

According to Richard G. Smoley, Esq., at Kaye Scholer LLP, in New
York, the schedules further provided that Mesa Airlines was
entitled to exercise an early termination option under the
applicable Lease, provided that Mesa Airlines would (i) pay a
termination fee in an amount equal to the applicable Security
Deposit, and Aircraft Solutions could retain the Security Deposit
in satisfaction of the payment obligation; (ii) redeliver the
Engine on the early termination date in full compliance with the
redelivery conditions set forth in the Lease; and (iii) notify
Aircraft Solutions of the exercise of the option at least 60 days
before the date on which Mesa Airlines wished to terminate the
leasing of the Engine.

On September 3, 2010, the 311235 Lease, dated January 20, 2010,
as amended, governing the leased Rolls Royce AE3007A1 aircraft
engine bearing manufacturer's serial number CAE-311235, expired
according to its terms.  Mesa Airlines redelivered the 311235
Engine to Aircraft Solutions on October 8, 2010.

On September 11 and 12, 2010, Mesa Airlines exercise the early
termination option under (i) the 311626 Lease, dated March 10,
2010, governing the leased Rolls Royce AE3007A1 aircraft engine
bearing manufacturer's serial number CAE-311626; and (ii) the
312083 Lease, dated March 10, 2010, governing the leased Rolls
Royce AE3007A1 aircraft engine bearing manufacturer's serial
number CAE-312083.  Mesa Airlines redelivered the 311626 Engine
and the 312083 Engine to Aircraft Solutions on October 8, 2010.

As a result of the exercise of the early termination option, Mesa
Airlines became obligated to pay the Early Termination Fees for
the 311626 and the 312083 Leases to Aircraft Solutions.

For each of the three Engines, Mesa Airlines failed to comply
with the Redelivery Conditions by redelivering the Engines
without all of the Included Engine Parts, Mr. Smoley informs the
Court.  He says that, upon inspection, Aircraft Solutions became
aware that each of the three Engines was returned without the
Harnesses.  The market values of the Missing Engine Parts are:

        Engine           Value
        ------          -------
        311235          $101,123
        311626           103,000
        312083            64,993
                        --------
                        $269,117 in Replacement Costs

Moreover, each of the Leases provide that Mesa Airlines will
indemnify and hold Aircraft Solutions harmless from all costs,
damages and losses arising out of, among other things, Mesa
Airlines' breach of any term in the Leases and any damage to the
Engines.  As of April 5, 2011, the total amount of the
Indemnification Fees, including attorney fees expended in
preparing the motion, is $37,219.

Mesa Airlines is liable to Aircraft Solutions an aggregate of
$408,337 for the Early Termination Fees, the Replacement Costs,
and the Indemnification Fees, Mr. Smoley asserts.

                            About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Court OKs Jan.-Aug. 2010 Professional Fees & Expenses
---------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York has approved the first and second interim
fee applications covering the periods from January 5, 2010
through August 31, 2010, of the retained professionals of Mesa
Air Group, Inc. and its affiliated debtors.

                                Requested            Approved
     Professional           Fees   Expenses      Fees   Expenses
     ------------           ---------------      ---------------
Deloitte & Touche LLP       $16,820     $309     $15,751     $309
Debtors' audit and accounting
services provider
Period:
04/01/10 - 08/31/10

Deloitte Tax LLP            182,551    1,401     150,918    1,401
Debtors' tax compliance and
tax advisory services provider
Period:
01/05/10 - 04/30/10

Deloitte Tax LLP            725,126    7,552     688,870    7,552
Debtors' tax compliance and
tax advisory services provider
Period:
05/01/10 - 08/31/10

Imperial Capital, LLC       580,645   46,289     493,548   40,013
Debtors' financial advisor and
investment banker
Period:
01/05/10 - 04/30/10

Imperial Capital, LLC       600,000   36,502     570,000   32,541
Debtors' financial advisor and
investment banker
Period:
05/01/10 - 08/31/10

Jones Day                 1,042,291   51,443     890,035   50,405
Debtors' special counsel
Period:
01/05/10 - 04/30/10

Jones Day                   230,234   51,375     218,475   51,375
Debtors' special counsel
Period:
05/01/10 - 08/31/10

Pachulski Stang Ziehl     1,768,931  111,993   1,468,968  103,104
& Jones LLP
Debtors' counsel
Period:
01/05/10 - 04/30/10

Pachulski Stang Ziehl     1,101,078   37,470   1,035,692   37,470
& Jones LLP
Debtors' counsel
Period:
05/01/10 - 08/31/10

Smith, Gambrell &           105,524       22      89,695       22
Russell, LLP
Debtors' special aviation
counsel
Period:
01/05/10 - 04/30/10

Smith, Gambrell &           185,866      435     171,822      435
Russell, LLP
Debtors' special aviation
counsel
Period:
05/01/10 - 08/31/10

Macquarie Capital (USA)     419,355    7,944     356,451    7,684
Inc.
Committee's financial advisor
and investment banker
Period:
01/21/10 - 04/30/10

Macquarie Capital (USA)     500,000    2,408     475,000    2,175
Inc.
Committee's financial advisor
and investment banker
Period:
05/01/10 - 08/31/10

Morrison & Foerster LLP     709,542    9,608     582,549    8,797
Committee's counsel
Period:
01/13/10 - 04/30/10

Morrison & Foerster LLP     550,639    4,813     522,632    4,813
Committee's counsel
Period:
05/01/10 - 08/31/10

The U.S. Trustee had objected to the Second Interim Fee
Applications and asked the Court to reduce the amounts of the
fees and for the Professionals to submit supplements to their
applications.  Certain professionals responded by voluntarily
reducing the amounts of fees or expenses sought.

According to the order dated February 28, 2011, the holdback for
the period from January 5, 2010 through August 31, 2010 is
reduced to 5% pending further Court order.

Deloitte & Touche and Deloitte Tax also seek the payment of fees
and reimbursement of expenses as requested in their second, third
and final fee applications.

                                         Requested
     Professional                     Fees   Expenses
     ------------                     ---------------
     Deloitte & Touche LLP         $880,660   $15,341
     Debtors' audit and accounting
     services provider
     Period:
     09/01/10 - 02/24/11

     Deloitte & Touche LLP          897,240    15,651
     Debtors' audit and accounting
     services provider
     Period:
     04/01/10 - 02/28/11

     Deloitte Tax LLP             1,095,740    17,953
     Debtors' tax compliance and
     tax advisory services provider
     Period:
     09/01/10 - 02/28/11

     Deloitte Tax LLP             2,003,421    26,907
     Debtors' tax compliance and
     tax advisory services provider
     Period:
     01/05/10 - 02/28/11

                DLA Piper Seeks Payment of Fees

DLA Piper LLP (US), ordinary course counsel to the Debtors, seeks
entry of an order granting allowance of compensation for certain
months during the period from January 5, 2010 through November
30, 2010, and seeks the immediate payment of unpaid fees of
$215,725 as administrative expenses.  The unpaid fees consist of
legal services rendered on behalf of the Debtors.

The Court's March 10, 2010 Order authorizing the employment of
professionals utilized in the ordinary course of business
authorized the Debtors to pay compensation and reimburse expenses
to Ordinary Course Professionals provided that payments do not
exceed $25,000 per month per OCP.  The OCP Order also provides
that the aggregate of the fees paid to each Ordinary Course
Professional should not exceed $300,000 for the duration of these
Chapter 11 cases.

The OCP Order provides that "in the event that an Ordinary Course
Professional seeks more than $25,000 per month, that professional
will be required to file a fee application for the full amount of
its fees and expenses for that month in accordance with
[S]ections 330 and 331 of the Bankruptcy Code, the Federal Rules
of Bankruptcy Procedure, the Local Bankruptcy Rules, the Fee
Guidelines promulgated by the United States Trustee, and any and
all orders of the Court."

Since March 24, 2010, DLA Piper has sent nine invoices to the
Debtors.  For certain months during the Compensation Period, DLA
Piper billed the Debtors in excess of the $25,000 monthly limit.
These are:

              Period                 Invoice Amount
              ------                 --------------
        06/11/10-07/30/10                $54,963
        08/01/10-08/31/10                 35,592
        09/01/10-09/30/10                 40,172
        10/05/10-10/28/10                 60,742
        11/01/10-11/30/10                 56,135
                                     --------------
                                        $247,605

DLA Piper billed the Debtors $275,774 during the Compensation
Period and has been paid a total of $60,048.  Accordingly, DLA
Piper is owed a total of $215,725.

                            About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MGM RESORTS: Kirk Kerkorian Steps Down From Board
-------------------------------------------------
Kirk Kerkorian is stepping down from the board of directors at MGM
Resorts International and will assume an advisory role for the
board and management.

On April 14, 2011, the Board named Mr. Kerkorian Director
Emeritus.  As Director Emeritus, Mr. Kerkorian will serve as a
senior advisor to both MGM Resorts management and the Board, and
will have a standing invitation to attend any meeting of the Board
or its executive committee.  He will not, however, retain voting
rights on Board matters.

"Kirk's contributions to the growth and development of MGM Resorts
are far too many to detail," said MGM Resorts International
Chairman and CEO James J. Murren.  "Of even greater impact,
however, have been the contributions of his time, talent and
treasure to so many throughout the Las Vegas community, across the
United States and around the world," Mr. Murren said.

"Throughout the years, I have relied on Kirk far beyond his role
as our largest shareholder," said Mr. Murren.  "He has always been
available to discuss any detail or issue, and I look forward to
continuing to receive the benefit of his counsel for many years to
come."

Mr. Kerkorian will serve out his current term as a board member,
due to expire at the company's 2011 Annual Meeting of Shareholders
this June, at which time he will transition to his status as
Director Emeritus. Upon his formal appointment, he will become the
first Director Emeritus in the company's history.

"One of the most rewarding aspects of my life has been my
association with MGM Resorts and its predecessor companies," said
Mr. Kerkorian.  "I am deeply indebted to the hundreds of thousands
of men and women who have worked for our companies through these
many years.  Their hard work and dedication to success created the
extraordinary opportunity to share our success with others.  It
has been a privilege to work with them all, and I look forward to
continuing to regularly consult with Jim and the Board of this
wonderful company."

Alexandra Berzon, writing for The Wall Street Journal, notes that
Mr. Kerkorian's Tracinda Corp. last year earned about $400 million
by paring its stake in MGM.

In a Feb. 1 Troubled Company Reporter  article, Tracinda
Corporation and Kirk Kerkorian disclosed beneficial ownership of
131,173,744 shares of common stock of MGM Resorts representing
26.9% of the shares outstanding.

As MGM Resorts' largest stockholder, Tracinda said it occasionally
receives inquiries regarding the Company and Tracinda's shares of
Common Stock.  Tracinda monitors its investment in the Company by,
among other things, contacting Company management to address
operations and market conditions.  Tracinda continues to believe
that there is substantial value in the assets of MGM Resorts and
that the Company is a good long-term investment.  However, from
time to time, Tracinda may explore potential transactions
involving its shares of Common Stock.  Tracinda may ultimately not
enter into any transaction.

The Journal's Ms. Berzon relates that a person with knowledge of
the situation said Mr. Kerkorian doesn't want to participate in
long board meetings any longer, and added that the decision isn't
related to his health.  Another person with knowledge of the
matter said Mr. Kerkorian stopped attending the meetings in person
some time ago, but at times has participated over the phone.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company's balance sheet at Dec. 31, 2010 showed $18.96 billion
in total assets, $15.96 billion in total liabilities and $3.00
billion in total stockholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on March 4, 2011,
Moody's upgraded MGM Resorts' Corporate Family rating to B3 and
its Probability of Default rating to Caa1.  MGM's senior secured
ratings were raised to Ba3, and senior unsecured and senior
subordinated ratings were affirmed at Caa1, and Caa3,
respectively.  MGM's SGL-3 Speculative Grade Liquidity rating
remains unchanged.  The rating outlook is stable.

As reported by the TCR on Oct. 18, 2010, Standard & Poor's Ratings
Services revised its rating outlook on MGM Resorts to stable from
developing.  At the same time, S&P affirmed all of its existing
ratings on MGM, including the 'CCC+' corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed the Issuer
Default Rating at 'CCC'.  MGM's 'CCC' IDR continues to reflect a
credit profile with substantial credit risk.  MGM's probability of
default still displays a high sensitivity to an uninterrupted
recovery in the Las Vegas market, significant reliance on a
favorable refinancing and capital markets environment due to its
heavy debt maturity schedule, a highly leveraged balance sheet
despite potential debt reduction from the equity issuance, and a
weak near-term free cash profile.  In addition, MGM's obligation
under the CityCenter completion guarantee continues to escalate,
and Fitch believes the company is currently under-investing in its
properties, which will likely impact asset quality.


MIDWEST BANC: Court Okays Crowe Horwath as Accountants
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Midwest Banc Holdings, Inc., to employ Crowe Horwath
LLP as accountants.

Crowe's services include preparation, review and signing of state
and federal corporate income tax returns.

In accordance with the terms of the parties' retention agreement,
the Court authorized Midwest Banc to pay Crowe $45,000 as a flat
fee for its professional services to be rendered, with $22,500
payable upon approval of the employment and the remaining $22,500
payable upon completion of the services.

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.
Hinshaw & Culbertson serves as bankruptcy counsel to the Debtor.
Midwest Banc disclosed assets of $9,690,937 and debts of
$144,746,169 as of the bankruptcy filing.


MISSION BROADCASTING: Moody's Affirms 'B3' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service revised the outlook of Nexstar Finance
Holdings, Inc. (Nexstar) to positive from stable.  Moody's also
affirmed its B3 corporate family and probability of default
ratings, as well as its SGL-2 Speculative Grade Liquidity Rating
and the Ba3 rating on its first lien credit facility.  Nexstar
proposed a $50 million increase in its first lien term loan with
proceeds to be applied to repayment of the 11.375% Senior Notes
due April 2013.  The company also announced plans to acquire two
stations from Liberty Media Corporation for approximately
$20 million, to be funded with $2.5 million of equity and
$17.5 million of borrowings under its revolving credit facility.

The outlook change incorporates expectations that the company will
continue to apply the free cash flow generated from its strong
performance to permanent debt reduction.  Also, the proposed
transaction would modestly lower interest expense through the
replacement of higher cost debt with lower cost debt.

This is a summary of the ratings actions:

Nexstar Finance Holdings, Inc.

   -- Outlook, Changed To Positive From Stable

   -- Affirmed B3 Corporate Family Rating

   -- Affirmed B3 Probability of Default Rating

   -- Affirmed SGL-2 Speculative Grade Liquidity Rating

Nexstar Broadcasting, Inc.

   -- Senior Secured Bank Credit Facility, Affirmed Ba3, LGD
      adjusted to LGD2, 10%, from LGD1, 7%

   -- Senior Secured Regular Bonds, Affirmed B3, LGD adjusted to
      LGD4, 52% from LGD3, 45%

   -- Senior Subordinated Bonds, Affirmed Caa2, LGD adjusted to
      LGD5, 88% from LGD5, 84%

Mission Broadcasting, Inc.

   -- Senior Secured Bank Credit Facility, Affirmed Ba3, LGD
adjusted to LGD2, 10%, from LGD1, 7%

Ratings Rationale

Nexstar's B3 corporate family rating incorporates its high, albeit
improved, leverage (approximately 7.3 times on a debt-to-two year
average EBITDA basis, just under 6 times based on 2010 results),
which poses challenge for managing a business vulnerable to
advertising spending cycles.  Furthermore, we believe broadcasters
continue to face pressure from media fragmentation and that, over
time, higher programming expenses could pressure EBITDA margins.
Nevertheless, Moody's anticipates Nexstar will continue to use
some of its strong free cash flow to permanently repay debt and to
improve its capital structure to better withstand volatility from
both election and economic cycles as well as secular pressure.
Good margins and unlevered cash flow generation created by
Nexstar's diverse geographic footprint, continued local market
focus, and leading audience share in many markets support the
rating.  Nexstar's rating also benefits from its diverse network
affiliations and local marketing agreement (LMA) with Mission
Broadcasting, which expands programming coverage and cost
efficiencies.

The positive outlook reflects the potential for an upgrade with
continued strong performance and commitment to improvement of the
credit profile.

Moody's would consider an upgrade with expectations for absolute
debt reduction to a level comfortably below $600 million (assuming
the current asset base).  To achieve a B1 corporate family rating
would also require expectations for sustained leverage below 6
times debt-to-EBITDA on a two year average basis, positive free
cash flow in excess of 5% of debt, and continued commitment to
maintaining a strong credit profile.

The outlook could revert to stable should performance fall short
of expectations such that we anticipated leverage would remain
above 6 times debt-to-EBITDA, or if management applies cash to
shareholder returns rather than debt reduction.  A deterioration
in liquidity, negative free cash flow, or expectations for
leverage above 8 times on a two year average basis could warrant a
downgrade.

Based in Irving, Texas, Nexstar owns, operates, programs or
provides sales and other services to 63 television stations and
related digital signals in 34 markets in 14 states and reaches
approximately 13 million viewers.  Its annual revenue in 2010 was
$313 million.

The principal methodologies used in this rating were Global
Broadcast Industry published in June 2008, and Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


MORTGAGES LTD: District Judge Orders Managers to Pay $3.7-Mil.
--------------------------------------------------------------
Jan Buchholz, writing for the Phoenix Business Blog at the Phoenix
Business Journal, reports that four managers of Radical Bunny were
ordered to pay $3.7 million in penalties to the U.S. Securities
and Exchange Commission based on allegations they sold securities
without having been registered legally to do so and that they made
fraudulent claims about the risk of those investments.

According to the report, U.S. District Judge Susan Bolton ordered
partner Tom Hirsch to pay $1,245,220; Berta and Howard Walder to
pay $1,245,217; and Harish P. Shah to pay $740,160.  Each also was
ordered to pay a $120,000 fine "in light of the individual
defendants' egregious, continuous, knowing, and substantial
federal securities violations."

Mr. Buchholz relates that it's still a drop in the bucket compared
to the $189.5 million the four raised from about 900 investors,
most, if not all, of whom thought their investments were secured
by deeds of trust.

According to the court order, the four solicited investors between
January 2006 and June 2008 to collectively make loans to Mortgages
Ltd.  Those loans were used to make loans mostly to commercial
real estate developers, says Mr. Buchholz.

                       About Mortgages Ltd.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. faced lawsuits filed by Grace Communities and
Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presided over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.

Mortgages Ltd. was reorganized pursuant to a plan that was
confirmed by the Bankruptcy Court on March 20, 2009.  As part of
the Plan, ML Manager LLC was created to manage and operate the
loans in the portfolio.  The original investors for the most part
transferred their interests to 49 separate Loan LLC's.  A number
of investors, referred to as "pass through investors" did not
transfer their interests.  As part of the Plan, ML Manager took
out $20 million in exit financing to help keep the company afloat
during the reorganization.


MPG OFFICE: 2011 Annual Meeting of Stockholders on June 16
----------------------------------------------------------
MPG Office Trust, Inc.'s 2011 Annual Meeting of Stockholders will
be held on Thursday, June 16, 2011, at 8:00 am (local time) at the
Omni Los Angeles Hotel, located at 251 South Olive Street, Los
Angeles, California 90012.   At that time, stockholders of record
will be asked to elect the Company's directors and to vote upon
any and all such other matters as may properly come before the
Annual Meeting.  The Board has fixed the close of business on
April 18, 2011, as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Annual
Meeting and at any continuation, postponement or adjournment
thereof.

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.77 billion
in total assets, $3.81 billion in total liabilities and $1.04
billion in total deficit.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


NEW CENTURY FIN'L: Credit Suisse Dodges Suit Over $3-Bil. Fraud
---------------------------------------------------------------
Bankruptcy Law360 reports that Judge James L. Graham in the U.S.
District Court for the Southern District of Ohio on Tuesday threw
out a lawsuit against Credit Suisse Securities (USA) LLC accusing
it of helping to conceal the nearly $3 billion fraud that drove
New Century Financial Enterprises Inc. into bankruptcy.

                         About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real state
investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The Company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

New Century Financial and its affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Case No. 07-10416).
Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., were tapped as bankruptcy
counsel.  The Official Committee of Unsecured Creditors selected
Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its
co-counsel.  When the Debtors filed for bankruptcy, they listed
total assets of $36,276,815 and total debts of $102,503,950.

The Court confirmed the Debtors' second amended joint Chapter 11
plan of liquidation on July 15, 2008.


NORTEK INC: Moody's Assigns 'Caa1' to $500MM Sr. Unsec. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B1 to Nortek, Inc.'s proposed
$350 million senior secured term loan due 2017 and a Caa1 to the
proposed $500 million senior unsecured notes due 2021, and
affirmed its B3 Corporate Family Rating and B3 Probability of
Default Rating.  Proceeds from the term loan and notes issuance
will be used to redeem the company's existing secured notes due
2013 and to pay redemption premiums and other related fees and
expenses.  In a related rating action, Moody's upgraded the
company's existing senior unsecured notes due 2018 to Caa1 from
Caa2.  The outlook is stable.

These ratings/assessments were affected by this action:

   -- Corporate Family Rating affirmed at B3;

   -- Probability of Default Rating affirmed at B3;

   -- Proposed senior secured term loan due 2017 assigned B1
      (LGD2,25%);

   -- Proposed senior unsecured notes due 2021 assigned Caa1
      (LGD5, 73%); and,

   -- $250 million senior unsecured notes due 2018 upgraded to
      Caa1 (LGD5, 73%) from Caa2 (LGD5, 88%).

The company's speculative grade liquidity rating remains SGL-3.


NORTEL NETWORKS: Mediation on Sale Proceeds Issues Unsuccessful
---------------------------------------------------------------
Nortel Networks Corporation said that the mediation process that
had been commenced in respect of the allocation of sale proceeds
of Nortel's various business and asset divestitures and other
inter-estate matters, including inter-company claims, has ended
without resolution of the matters in dispute.  The Nortel entities
that are in creditor protection proceedings in Canada, the United
States, and Europe, the Middle East and Africa, as well as the
Canadian Monitor, the U.S. Principal Officer, the U.S. Official
Unsecured Creditors' Committee, the Ad Hoc Bondholders Group and
certain other interested parties, had entered into a confidential,
non-binding mediation in an attempt to reach a consensual
settlement of all material outstanding inter-estate matters.
Mediation sessions were first held in November 2010 and again from
April 11 to April 13, 2011.

In light of the unsuccessful conclusion of the mediation process,
delays in the ultimate resolution of allocation and inter-company
claims matters potentially could be significant. Such delays would
result in a corresponding significant delay in the timing of
distributions to holders of validated claims of the various
estates.

                          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 has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NOVELOS THERAPEUTICS: Longview Discloses 7.60% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Longview Fund L.P. disclosed that it
beneficially owns 34,414,145 shares of common stock of Novelos
Therapeutics, Inc., representing 7.60% of the shares outstanding.
As of Nov. 17, 2010, there were 111,931,182 shares of common stock
of the Company outstanding.

                    About Novelos Therapeutics

Newton, Mass.-based Novelos Therapeutics, Inc. (OTC BB: NVLT)
-- http://www.novelos.com/-- is a biopharmaceutical company
developing oxidized glutathione-based compounds for the treatment
of cancer and hepatitis.

The Company's balance sheet at Sept. 30, 2010, showed
$3.49 million in total assets, $6.36 million in total current
liabilities, $375,000 in commitments and contingencies,
$13.77 million in redeemable preferred stock, and a stockholders'
deficit of $17.01 million.  Stockholders' deficit was
$16.1 million at June 30, 2010.

As reported in the Troubled Company Reporter on April 8, 2010,
Stowe & Degon LLC, in Westborough, Mass., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's continuing losses and stockholders' deficiency at
Dec. 31, 2009.


PALM HARBOR: Fleetwood Objects to Sr. Officer Incentive Program
---------------------------------------------------------------
BankruptcyData.com reports that Palm Harbor Homes' purchaser,
Fleetwood Homes (an affiliate of Cavco), filed with the U.S.
Bankruptcy Court an objection to the Debtors' motion to continue
its senior officer quarterly incentive program.

As previously reported, under the program the Debtors want to
increase the incentive payment cap from $367,100 to $437,100 if
the official committee of unsecured creditors obtains a gross
recovery in the Chapter 11 case in excess of $21 million or
$577,100 if the committee obtains a gross recovery in excess of
$24.5 million.

According to the objection, several vendors have stopped shipping
necessary raw materials to the vendors because of non-payments of
outstanding, post-petition invoices, and several more vendors have
notified Cavco concerning late payments by the Debtors.  The
objection asserts, "...the senior quarterly incentive program
describe therein will only incentivize the Debtors' executives to
further damage the value of the assets that are to be sold to
Cavco, and result in continued and additional breaches by the
Debtors of the amended and restated asset purchase agreement, all
to the detriment of Cavco."

                      About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc.
-- http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets 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.


PAPERWORKS INDUSTRIES: Moody's Gives 'B2' to $250-Mil. Loans
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to PaperWorks
Industries, Inc.'s proposed $250 million senior secured credit
facilities, consisting of a $40 million five-year revolving credit
facility and a $210 million six-year term loan B.  Moody's also
assigned B3 ratings to the company's corporate family and
probability of default ratings.  The proceeds from the facilities
will be used to refinance existing indebtedness, including, but
not limited to, the indebtedness related to the acquisitions of
Rosmar and Manchester, as well as pay related fees and expenses,
and for general corporate purposes. The outlook is stable.

Ratings Assigned:

   Issuer: PaperWorks Industries, Inc.

   -- Corporate Family Rating, B3

   -- Probability of Default Rating, B3

   -- Senior Secured Credit Facilities, B2 (LGD3, 40%)

   -- Outlook, Stable

Ratings Rationale

The B3 corporate family rating captures the integration risk
associated with the recent acquisitions, operating history of
less than a year as a combined entity, reliance on only two
paper mills, and the size and pace of the cost synergies that
can be realized.  The ratings also reflect PaperWorks' exposure
to volatile raw material and energy costs, negative free cash
flow in the near term, customer concentration, competitive
pressures, and potential dividends.

At the same time, the ratings recognize PaperWorks' margin
stability through steady end-markets and a contract structure
that facilitates the ability to pass through partial cost
increases. The ratings are further supported by a number of
long-term customer relationships, strong credit metrics for
the rating category, and adequate liquidity.  North American
producers of paper packaging have been successful in keeping
supply in line with demand, which has driven favorable pricing.

The stable outlook reflects Moody's view that operating
performance will slightly improve in the short term and
liquidity will remain adequate as various cost initiatives
and synergies continue to reduce margin pressure.  The
outlook does not capture debt financed acquisitions or
special dividends.

Factors that could result in an improved outlook and ratings
would be sustained pricing and cost reductions resulting in
sustained operating performance, liquidity, and debt reduction.
Specifically, if the company sustains its credit metrics over
the next 12 months by sustaining EBITDA margins in the low
teens, maintaining consolidated leverage on a gross debt to
adjusted EBITDA basis below 5.0x, generating adjusted RCF/Debt
of approximately 5%, and maintaining good liquidity, an upgrade
could be considered.  Factors that would negatively impact the
ratings would be deterioration in credit metrics (margins and
cash flow) due in part to a decline in product pricing or erosion
from escalating input costs.  Lower ratings could also result from
debt-financed acquisitions, special dividends, or a material
impairment in liquidity.

The principal methodology used in rating PaperWorks was the
Global Paper and Forest Products Industry Methodology, published
in September 2009.  [Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009 (and/or the GRI methodology, if appropriate)].

PaperWorks Industries, Inc., is a North American integrated full-
service packaging provider, headquartered in Philadelphia,
Pennsylvania.


PITTSBURGH NAT'L GOLF: Files for Bankruptcy Protection
------------------------------------------------------
The Pittsburgh Business Times reports that Pittsburgh National
Golf Club, a public course in Gibsonia that ranks among the
region's most challenging, has filed for Chapter 11 bankruptcy
reorganization.  The club was formerly known as Deer Run until it
was sold to its current ownership a few years ago led by Lars
Eckberg.

Pittsburgh National Golf Club, Inc., filed a Chapter 11 petition
on (Bankr. W.D. Pa. Case No. 11-22050) on April 1, 2011.

See http://bankrupt.com/misc/pawb11-22050p.pdfand
http://bankrupt.com/misc/pawb11-22050c.pdf

Pittsburgh National was included in the "* Recent Small-Dollar &
Individual Chapter 11 Filings" section of yesterday's Troubled
Company Reporter.


PJ FINANCE: Special Servicer Wants Chapter 11 Case Dismissed
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Torchlight Loan Services LLC
is seeking dismissal of PJ Finance Co.'s chapter 11 case.
According to DBR, Torchlight, the special servicer of PJ Finance's
$475 million loan, said PJ Finance's bid to reorganize relies upon
a deal between "incestuously interconnected" companies and
shouldn't proceed under the shelter of Chapter 11.

PJ Finance filed for bankruptcy to restructure around its
portfolio of 32 apartment communities.  DBR says the special
servicer indicated that PJ Finance is trying to secure $42 million
in new capital and hand all of its new equity to a firm whose
managing partner also happens to be the chairman of the company
that not only manages PJ Finance's apartments but which also holds
a stake in the company.  DBR says Torchlight is referring to
Kenneth Woolley, a managing partner in proposed investor Gaia Real
Estate Investments LLC and chairman of apartment-management
company WestCorp Management Group, which owns 25% of PJ Finance.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  Kurtzman
Carson Consultants, LLC, is the Debtors' claims and notice agent.
An official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


POWDER RIVER: SEC Accuses Ex-Head Fox of Misleading Investors
-------------------------------------------------------------
Rod Walton at Tulsa World reports that the Securities and Exchange
Commission argued in a complaint filed in Tulsa federal court that
Brian Fox, former head of bankrupt, and alleged Ponzi scheme
Powder River Petroleum International sent false statements to
federal regulators, misled investors and should return any
wrongful gains.

According to the report, the SEC complaint against Mr. Fox accuses
him of supplying false information, recording oil and gas reserves
on properties that Powder River did not own and overstating
company revenues by up to 2,417% above real value, according to
court documents.  Mr. Fox was charged in Tulsa because Powder
River operated an office here.

Based in Oklahoma City, Oklahoma, Powder River Petroluem
International Inc. filed for Chapter 11 bankruptcy protection on
Dec. 12, 2008 (Bankr. W.D. Okla. Case No. 08-15613).  Judge Niles
L. Jackson presides over the case.  Mark A. Craige, Esq., at
Morrel, Saffa, Craige, Hicks, et al., represents the Debtor.  The
Debtor listed $1,902,582 in assets, and $57,412,349 in debts.


POWER EFFICIENCY: 3 Directors Disclose Acquisition of Shares
------------------------------------------------------------
In a Form 5 filing with the U.S. Securities and Exchange
Commission, Kenneth Dickey, director at Power Efficiency Corp.,
disclosed that he acquired 4,407 common shares on Dec. 11, 2009
and 28,572 common shares on Dec. 11, 2010.  At the end of the
transaction, Mr. Dickey beneficially owned 32,979 common shares.

In a separate filing, Douglas M. Dunn, a director of the Company,
disclosed that he beneficially owned 52,748 shares of common stock
of the Company as of Nov. 1, 2010.

Marc Lehmann, a director of the Company, disclosed that he
acquired 62,500 stock options of the Company on Aug. 12, 2010.

                       About Power Efficiency

Las Vegas, Nevada-based Power Efficiency Corporation (OTC BB:
PEFF) -- http://www.powerefficiency.com/-- is a clean technology
company focused on efficiency technologies for electric motors.

The Company reported a net loss of $3.27 million on $576,797 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $4.17 million on $283,990 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $5.08 million
in total assets, $1.14 million in total liabilities, and
$3.94 million in total stockholders' equity.

As reported by the TCR on April 6, 2011, BDO USA, LLP, in Las
Vegas, Nevada, noted that the Company has suffered recurring
losses and has generated negative cash flows from operations that
raise substantial doubt about its ability to continue as a going
concern.


RADICAL BUNNY: Four Execs to Pay $3.7 Million in SEC Fraud Case
---------------------------------------------------------------
Bankruptcy Law360 reports that an Arizona federal judge on Tuesday
ordered managers of Radical Bunny LLC to pay $3.7 million over
U.S. Securities and Exchange Commission claims that they offered
unregistered securities that later tanked.

Judge Susan R. Bolton of the U.S. District Court for the District
of Arizona granted the SEC summary judgment in its case against
four Radical Bunny managing members, according to Law360.

Based in Phoenix, Arizona, Radical Bunny LLC is a real-estate
financier.  On the Web: http://radicalbunny.com/

As reported by the Troubled Company Reporter on Oct. 13, 2008,
three investors -- Cathy Baker of Chandler; Laing Kandel of
Brooklyn, New York; and Steven Friedberg -- filed an involuntary
petition under Chapter 7 of the Bankruptcy Code against Radical
Bunny LLC in the United States Bankruptcy Court for the District
of Arizona.


RADIENT PHARMACEUTICALS: Ironridge Discloses 3.8% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Ironridge Global IV, Ltd., and its affiliates
disclosed that they beneficially own 4,005,382 shares of common
stock of Radient Pharmaceuticals Corporation representing 3.8% of
the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/JWMFED

                 About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by August 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company incurred a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.


RANDOLPH MEDICAL: In Chapter 11; Creditors Meeting May 31
---------------------------------------------------------
Jason Bacaj at the Anniston Star reported early this month that
Randolph Medical Center filed Chapter 11 bankruptcy, 17 days after
it ceased operations.  There was "nowhere else to go" for the
Randolph County hospital, said Gary Clark, former chairman of the
Roanoke Health Care Authority, which operates the hospital.  A
trustee will likely take over, he said.  The rural hospital has
been in financial duress and under threat of closure for at least
eight years.  It closed March 17.  A meeting of creditors is
scheduled for May 31 at 10 a.m. in Opelika. Creditors can attend
and inquire about their debt and the status of the hospital's
assets and liabilities.


REOSTAR ENERGY: Court OKs Killman Murrell as Accountants
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized ReoStar Energy Corporation and its debtor affiliates to
employ Killman, Murrell & Co., P.C., as their accountants, nunc
pro tunc to the Petition Date.

The objection filed by creditor BT and MK Energy and Commodities,
LLC, is withdrawn and overruled.

Judge D. Michael Lynn authorized the Debtors to employ Killman
Murrell based on the terms and conditions set forth in their
application, provided (a) Killman Murrell will be paid $9,448,
pursuant to Killman Murrell invoice number 4402 that was supplied
to the Debtors for payment, and (b) no further fees will be paid
to Killman Murrell for work performed and invoiced postpetition
and the firm will not be permitted to undertake any further audit
or SEC compliance work on behalf of the Debtors unless the earlier
of (i) the confirmation of ReoStar's Plan of Reorganization, at
which time Killman Murrell may be paid on invoices submitted to
the Debtors and file a fee application for approval of all work
performed in the case, or (ii) the sale of ReoStar's NOLs and
corporate shell, which will require work to be performed by
Killman Murrell to maintain Debtor ReoStar Energy's SEC compliance
and facilitate the sale.

Upon the closing of the sale, Killman Murrell will be entitled to
be paid for outstanding invoices and work performed on behalf of
the estate to that point in time, subject to a final fee
application to be approved by the Court.

                      About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for Chapter
11 bankruptcy protection on Nov. 1, 2010 (Bankr. N.D. Tex. Case
No. 10-47176).  Bruce W. Akerly, Esq., at Cantey Hanger LLP,
represents the Debtors in their restructuring efforts.  Greenberg
Taurig, LLP, serves as special corporate/securities counsel.
Reostar Energy disclosed $15,335,337 in assets and $16,391,412 in
liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner in the
Debtors cases.


RIVER WEST: Dist. Court Rejects Appeal Over Sale Proceeds
---------------------------------------------------------
District Judge Elaine E. Bucklo dismissed an appeal by Frank
Schwab from a bankruptcy court order disallowing his proof of
claim against River West Plaza-Chicago, LLC d/b/a Joffco Square.
River West and Bank of America, N.A., have moved to dismiss Mr.
Schwab's appeal as moot.

Mr. Schwab requests a share of the proceeds from the Debtor's sale
of the Joffco Square shopping center in Chicago.  The property was
sold pursuant to a joint liquidation plan by Bank of America and
River West.  The bank held a mortgage on the Joffco Square
property.

Mr. Schwab asserts that he is entitled to 25% of River West's
profits allegedly due to him pursuant to a pre-bankruptcy accord
with the Debtor.  Mr. Schwab had sued River West in Illinois state
court for, inter alia, breach of contract in an attempt to collect
the profits.

Mr. Schwab argues that his interest in the property is worth
roughly $17 million.

According to Judge Bucklo, there is little reason to believe that
Bank of America would have agreed to the terms of the sale if its
portion of the proceeds was potentially encumbered by a $17
million obligation to Mr. Schwab.  In asserting that he is
entitled to such a share of the sale's proceeds, Mr. Schwab is
effectively challenging the sale as a whole.

The appeal is Frank Schwab, Appellant, v. River West Plaza-
Chicago, LLC d/b/a Joffco Square, and Bank of America, N.A.,
Appellees, No. 10 C 7227 (N.D. Ill.).  A copy of the District
Court's April 11, 2011 Memorandum Opinion and Order is available
at http://is.gd/xAH5RXfrom Leagle.com.

                  About River West Plaza-Chicago

River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois
limited liability company, with its principal office located at 5
Revere Drive, Suite 200, Northbrook, Illinois 60062.  The Company
filed for Chapter 11 bankruptcy protection on December 7, 2009
(Bankr. N.D. Ill. Case No. 09-46258).  Forrest B. Lammiman, Esq.,
and David L. Kane, at Meltzer, Purtill & Stelle LLC, in Chicago,
Ill., represent the Debtor as counsel.  In its schedules, the
Debtor disclosed $29,084,466 in assets and $32,511,036 in
liabilities.

On Dec. 22, 2010, the Bankruptcy Court confirmed the Joint Chapter
Plan of Liquidation of Bank of America, N.A. and the Debtor.


ROCK & REPUBLIC: GR Acquisition's $550T Claim Reduced to $20T
-------------------------------------------------------------
Chief Bankruptcy Judge Arthur J. Gonzalez signed off on a
stipulation between David K. Gottlieb, Esq., the Liquidating Trust
Administrator appointed in the Chapter 11 cases of Rock & Republic
Enterprises, Inc., and Triple R, Inc.; and GR Acquisition, LLC.

On July 21, 2010, GR filed an administrative claim against the
Debtors for $550,000.  The Debtor objected.

Pursuant to the stipulation, the LTA agrees to allow GR an
administrative claim for $20,000.

The Liquidating Trust Administrator is represented by:

          Alex Spizz, Esq.
          Arthur Goldstein, Esq.
          Jill Makower, Esq.
          TODTMAN, NACHAMIE, SPIZZ & JOHNS, P.C.
          425 Park Avenue
          New York, NY 10022
          Telephone: (212) 754-9400
          Facsimile: (212) 754-6262
          E-mail: aspizz@tnsj-law.com
                  agoldstein@tnsj-law.com
                  jmakower@tnsj-law.com

Counsel to GR Acquisition is:

          Harlan M. Lazarus, Esq.
          LAZARUS & LAZARUS, P.C.
          240 Madison Avenue
          New York, NY 10016
          Telephone: (212) 889-7400
          Facsimile: (212) 684-0314

                     About Rock & Republic

Rock & Republic Enterprises, Inc., was a wholesale and retail
apparel company specializing in an avant-garde and distinctive
line of clothing.  Rock & Republic Enterprises, Inc., and Triple
R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
Nos. 10-11728 and 10-11729) on April 1, 2010, represented by
attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York.
Manderson, Schaefer & McKinlay, LLP, was the Company's special
corporate counsel.  Rosen Seymour Shapss Martin & Company LLC
served as the Debtors' Forensic Accountants.  Donlin Recano served
as claims and noticing agent.  The Company estimated $50 million
to $100 million in assets, and $10 million to $50 million in
liabilities.

The Official Committee of Unsecured Creditors was represented by
Robert M. Hirsh, Esq., at Arent Fox LLP, and Schuyler G. Carroll,
Esq., at Perkins Coie LLP, as bankruptcy counsel.

In December 2010, VF Corporation, Rock and Republic and The
Official Committee of Unsecured Creditors executed an asset
purchase agreement for VF to acquire the trademarks and
intellectual property -- but not the business operations or retail
stores -- of Rock and Republic.  VF is a global leader in branded
lifestyle apparel with more than 30 brands, including Wrangler(R),
The North Face(R), Lee(R), Vans(R), Nautica(R), 7 For All
Mankind(R), Eagle Creek(R), Eastpak(R), Ella Moss(R), JanSport(R),
lucy(R), John Varvatos(R), Kipling(R), Majestic(R), Napapijri(R),
Red Kap(R), Reef(R), Riders(R)and Splendid(R).

Subsequently, the Debtors, the Committee and VF proposed a plan of
liquidation for Rock & Republic predicated upon the VF deal.  VF
agreed to purchase the Debtors' IP assets for $57 million.  The
inventory, stores and other assets that VF did not buy are to be
transferred to a liquidating trust under the plan.

On March 23, 2011, the Bankruptcy Court entered an order
confirming the Amended Joint Consolidated Joint Chapter 11 Plan
for Rock & Republic and Triple R.  The Plan became effective on
March 30 and David K. Gottlieb was appointed as the Liquidating
Trust Administrator.


SANSWIRE CORP: To Acquire Global Telesat; Gets $1.5MM Financing
---------------------------------------------------------------
Sanswire Corp. has entered into a Letter of Intent to acquire 100%
of the outstanding shares of capital stock of Global Telesat
Corp., a privately held U.S. based satellite tracking firm which,
since its inception in 2003, has grossed over $27 million in
revenues and has had a positive cash flow and net profit every
year.  Additionally, the Company has received a financing
commitment for up to $1.5 million from Space Florida, an
independent special district of the State of Florida, created to
foster the growth of the space industry in Florida.

The LOI contemplates the acquisition of all of the outstanding
capital stock of GTC, with GTC becoming a wholly-owned subsidiary
of the Company following the closing of the proposed transaction.
The purchase price to be paid by the Company for GTC would be paid
as follows: $500,000 in cash, 30,000,000 shares of the Company's
common stock, and an earn-out equal to 5% of the gross revenues
related to certain satellite ground station construction rights
held by GTC.  All existing GTC personnel will enter into
employment agreements with the Company following completion of the
deal.  The sole shareholder of GTC would have the right to
nominate two members of the Company's Board of Directors, both of
whom would be required to be "independent" under the rules and
regulations of the Securities and Exchange Commission.  The GTC
acquisition is subject to the execution of definitive agreements
and will be contingent on a number of customary closing
conditions, including the Company's securing adequate financing of
at least $2.0 million, completion of satisfactory due diligence
and financial audits, and securing various required consents and
approvals.  Both the Sanswire and GTC Board of Directors have
approved the transaction and the Company and GTC have begun the
due diligence process and to draft and negotiate the definitive
agreements.  The parties intend to use commercially reasonable
efforts to close the transaction in the second quarter of 2011.

GTC designs, markets and provides satellite-based asset tracking
hardware, airtime and related equipment primarily focused on
providing customized tracking solutions and ground station
construction services to the U.S. Department of Defense and its
prime contractors.  GTC, however, is increasingly looking to
capitalize on the increasing world-wide commercial demand for
satellite based tracking products and services and this would be a
major focus of GTC following the proposed transaction.  GTC's
satellite tracking hardware and processing equipment are
collocated throughout the world at ground station facilities owned
and operated by Globalstar Inc. and their independent gateway
partners, allowing Globalstar to use GTC's assets to offer
commercial tracking services to many of their subscribers around
the world even in remote locations.  GTC also operates its own
satellite ground station facility and has in the past been awarded
contracts to construct non-commercial satellite ground stations
for DoD prime contractors.  GTC's integrated Appliques communicate
with the Globalstar satellite constellation and are able to both
receive messages transmitted from various ground-based tracking
equipment and to transmit those messages out to customers.
Industrial, commercial and government customers around the world
are able to use GTC's equipment and services for high value asset
tracking and monitoring, intelligence, surveillance and
reconnaissance applications, drug enforcement, border monitoring,
fleet vehicle diagnostic, maintenance and theft tracking, power
grid, oil pipeline or other infrastructure management, or marine
tracking applications.

Sanswire Chairman Michael K. Clark stated "The acquisition of GTC
not only would provide Sanswire with revenue and cash flow
streams, but would allow the combined entity to pursue new
opportunities for product diversification and expansion.
Moreover, the integration of GTC's products with the Company's
UAVs could provide aerial ground station capabilities in remote
areas or areas with unreliable coverage or could act as an aerial
satellite replacement capable of providing an entire
telecommunications platform in areas struck by natural disasters
or countries lacking infrastructure.  The GTC acquisition is
intended to transform the Company into a provider of unique turn-
key solutions encompassing ground, air and space based
communications for customers requiring cost effective, innovative
technology solutions."  Mr. Clark added "Space Florida's financial
commitment to Sanswire indicates its belief in the Company's
vision and any such financing would be used by the Company to
consummate the GTC acquisition and grow its UAV and GTC's
operations in Florida."

Sanswire CEO Glenn Estrella stated "GTC is currently working with
the U.S. DoD and the Company would hope to leverage these
relationships to secure contracts for our Argus UAV line of
airships.  GTC and the Company also share working relationships
with key technical partners and systems integrators which should
allow for a streamlined design and commercialization process
resulting in high quality integrated products and a swift time to
market.  We believe the synergies generated by a combined entity
are very exciting and would contribute positively to our financial
results for 2011.  The integration of our and GTC's technology
into a complete, turn-key solution should provide an attractive
option for government and commercial customers seeking ISR,
tracking and monitoring, and communications solutions," Mr.
Estrella concluded.

"We believe that companies like Sanswire have significant
potential in Florida's increasingly diverse aerospace
marketplace," said Space Florida President Frank DiBello.  "We are
pleased to see them making continued progress on their business
case."

The Space Florida financing commitment of up to $1.5 million is
contingent on a number of conditions, including approval from the
Space Florida Board of Directors, completion of adequate due
diligence, financial market conditions, no material adverse change
in the Company's business or financial condition, and potential
applicable approvals and consents.  In addition, Space Florida's
financing is dependent on, and would be a match to, any equity or
debt financing secured by the Company from third parties.

Space Florida is an independent special district of the State of
Florida, created by Chapter 331, Part II, Florida Statutes, for
the purposes of fostering the growth and development of a
sustainable and world-leading space industry in Florida.  As the
State of Florida's aerospace economic development agency, Space
Florida fosters bold economic development activities to expand and
diversify domestic and international opportunities that support
talent development, enhance infrastructure and support governments
and organizations in improving the state's competitive business
climate.  Space Florida does this by supporting, assisting,
facilitating or consulting on space industry related needs.

                    About Global Telesat Corp.

GTC provides satellite airtime and tracking services to the U.S.
government and defense industry end-users and resells airtime and
equipment from leading satellite network providers such as
Globalstar, Inmarsat, Iridium and Thuraya. GTC specializes in
satellite tracking services using the Globalstar satellite network
and owns a number of network infrastructure devices containing the
signal processing technology that powers the Globalstar Simplex
Data Service.  GTC's equipment is installed in ground stations
across Africa, Asia, Australia, Europe and South America.  For
more information regarding GTC, please visit www.gtc-usa.com.

                       About Space Florida

Space Florida was created to strengthen Florida's position as the
global leader in aerospace research, investment, exploration and
commerce.  As Florida's aerospace development organization, the
Company is committed to attracting and expanding the next
generation of space industry businesses.  With its highly trained
workforce, proven infrastructure and unparalleled record of
achievement, Florida is the ideal location for aerospace
businesses to thrive -- and Space Florida is the perfect partner
to help the Company succeed. www.spaceflorida.gov

                        About Sanswire Corp.

Aventura, Fla.-based Sanswire Corp. develops, markets and sells
autonomous, lighter-than-air unmanned aerial vehicles capable of
carrying payloads that provide persistent security solutions at
low, mid and high altitudes.  The Company's airships are designed
for use by government-related and commercial entities that require
real-time intelligence, surveillance and reconnaissance support
for military, homeland defense, border and maritime missions.

The Company reported a net loss of $9.79 million on $250,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $9.41 million on $0 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $36,247 in
total assets, $19.39 million in total liabilities and
$19.36 million in total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditor noted that the Company has
experienced significant losses and negative cash flows, resulting
in decreased capital and increased accumulated deficits.


SATELITES MEXICANOS: Court OKs $96-Mil. Rights Offering
-------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court signed
an order:

   (I) authorizing Satelites Mexicanos to (A) assume the backstop
       commitment agreement and enter into a rights offering
       escrow agreement in connection with the rights offering
       and (B) incur and pay related fees, expenses and
       indemnification obligations;

  (II) finding that any proceeds and other assets held in the
       rights offering escrow accounts are not property of the
       estate and should not be consolidated with the Debtors'
       assets or estates prior to the effective date;

(III) approving the rights offering procedures and forms; and

  (IV) granting related relief.

As reported in the April 11 edition of the Troubled Company
Reporter, Satmext intends to conduct a rights offering of the
reorganized company's equity to raise about $96.25 million.  Under
the Company's prepackaged plan, holders of second priority notes
are entitled to receive:

   * their pro rata share of equity interests representing 7.146%
     of the economic interests in Reorganized Satmex, plus and
     opportunity to participate in the rights offering, whereby a
     holder of second priority notes may exercise

   * rights to subscribe for their pro rata share of equity
     interests representing 85.753% of the economic interests in
     Reorganized Satmex; and

   * rights to subscribe for their pro rata share of equity
     interests issued in respect of a follow-on equity offering,
     within 18 months after the Effective Date.

The terms of the exit financing have been negotiated closely with
the representatives of more than 66-2/3% of the Second Priority
Notes, who will be among those that become the largest holders of
equity in Reorganized Satmex under the terms of the Plan.  These
noteholders have fully backstopped the offering of Primary Rights,
which may be exercised for an aggregate purchase price of up to
$96.25 million.

                           About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex filed for Chapter 11 bankruptcy protection on April 6, 2011
(Bankr. D. Del. Case No. 11-11035).

Affiliates Alterna'TV International Corporation (Bankr. D. Del.
Case No. 11-11034) and Alterna'TV Corporation (Bankr. D. Del. Case
No. 11-11033) simultaneously filed separate Chapter 11 petitions.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel.  Lazard Freres & Co. LLC is
the Debtors' investment banker.  Ernst & Young LLP is the Debtors'
financial advisor.  Rubio Villegas & Asociados, S.C., serves as
the Debtors' special Mexican corporate and regulatory counsel.

Jefferies & Company, Inc., is the financial advisor to supporting
2nd lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting 2nd lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.

The Debtors disclosed $441.6 million in total assets and
$531.6 million in total debts as of March 23, 2011.

In its schedules, Satmex disclosed $393,427,253 in total assets
and $457,699,978 in total debts.


SH LEGGITT: Class Suit vs. Vanguard to Proceed in State Court
-------------------------------------------------------------
Bankruptcy Judge H. Christopher Mott lifted the automatic stay in
the bankruptcy case of S.H. Leggitt Company to allow Audie Dragon,
Sr. and John B. Howard, on behalf of themselves and purportedly on
behalf of all others similarly situated, to proceed with their
lawsuit against Vanguard Industries, Inc., Vanguard Plastics,
Inc., and Vanguard Piping Systems, Inc., in the District Court of
McPherson County, Kansas, case no. 01-C-98.

S.H. Leggitt Company, Vanguard Plastics, Inc., Viega, Inc., and
others entered into the VPI Escrow Agreement dated October 14,
2005, whereby $4,530,286 has been deposited into escrow.  The
Escrow Agreement was entered into in connection with a Stock
Purchase Agreement dated Sept. 23, 2005, between Viega, Vanguard
Industries, the Debtor and others.

In general, the Plaintiffs asked the Court to determine and
declare that the automatic stay in the Debtor's bankruptcy case
does not apply to the State Court Suit and that the Debtor has no
interest in the Escrow Funds protected by the automatic stay, or
in the alternative, to lift the automatic stay.

In general, the Debtor and the Official Committee of Unsecured
Creditors in its case oppose the Plaintiffs' Motion and assert
that the Debtor has an interest in the Escrow Funds which are
property of the Debtor's bankruptcy estate, that the automatic
stay applies and should not be lifted.  The Debtor and Committee
further contend that the issue regarding whether the Debtor's
bankruptcy estate has an interest in the Escrow Funds and the
extent of such interest should be determined through an adversary
proceeding filed by the Debtor and the Committee against
Plaintiffs, the Vanguard Companies and others in the Bankruptcy
Court, adversary no. 11-1031.

The Bankruptcy Court agrees that the State Court -- and any
appellate tribunals -- are certainly the best and proper forum for
and should move forward with the certification or decertification
of any class of Plaintiffs, and adjudication of the validity and
amount of any claims held by Plaintiffs against the Vanguard
Companies.  However, the Bankruptcy Court held that no funds shall
be distributed out of the Escrow Funds that would cause the Escrow
Funds to contain less than the amount of $2,138,295 (47.2% of the
Escrow Funds), without approval of the Bankruptcy Court.  The
automatic stay will remain in place with respect to $2,138,295 of
the Escrow Funds (47.2% of the Escrow Funds), until a final
judgment is entered by the Bankruptcy Court in the Adversary
Proceeding determining the extent of the Debtor's interest in the
Escrow Funds or other Bankruptcy Court order.

A copy of the Bankruptcy Court's April 12 Memorandum Opinion and
Order is available at http://is.gd/Fg6IcKfrom Leagle.com.

                         About SH Leggitt

San Marcos, Texas-based S.H. Leggitt Company, aka Marshall
Products -- dba The Leggitt Group; Marshall Brass Company;
and Marshall Gas Controls, Inc. -- sought Chapter 11
bankruptcy protection (Bankr. W.D. Texas Case No. 10-10279)
on Feb. 2, 2010.  In its schedules, the Debtor listed $15,869,020
in total assets and $11,404,353 in total debts.  Joseph D.
Martinec, Esq., and Rebecca S. McElroy, Esq., Ed Winn, Esq., and
Lee Vickers, Esq., at Martinec, Winn, Vickers & McElroy, P.C.,
represent the company.

As reported by the Troubled Company Reporter on Feb. 14, 2011,
S.H. Leggitt proposed a chapter 11 plan of reorganization and the
U.S. Bankruptcy Court has approved the company's disclosure
statement explaining that plan.  The plan proposes to insulate the
reorganized company from all future product liability claims
arising out of the use of products manufactured by the debtor and
used in the manufacture of consumer LP-Gasgrills, cookers and
other outdoor LP-Gas cooking appliances. The Debtor supplied LP-
Gas regulators to the majority of the companies who made such
appliances in North America between 1990 and 2005.  The Debtor has
also supplied gas regulators to the majority of companies that
manufacture recreational vehicles in North America.


SHERIDAN GROUP: Extends Senior Secured Note Offering Until Today
----------------------------------------------------------------
The Sheridan Group, Inc. announced on April 14, 2011, the
extension of the expiration date and an expected settlement date
with respect to its previously announced offer to purchase by the
Company any and all of its outstanding 10 1/4% Senior Secured
Notes due 2011 (CUSIP No. 823777AE7).  In conjunction with the
Tender Offer, the Company solicited consents to the indenture
governing the Notes and to the execution of a fourth supplemental
indenture effecting the Amendments.  The terms and conditions of
the Offer are set forth in the Offer to Purchase and Consent
Solicitation Statement dated Feb. 24, 2011, and the related Letter
of Transmittal and Consent.

The Offer, previously set to expire at 8:00 a.m. on April 14,
2011, New York City time, will now expire at 9:00 a.m., New York
City time, on April 15, 2011, unless further extended or earlier
terminated.  On April 15, 2011, the Company expects to accept and
make payment for all Notes that have been validly tendered (and
not validly withdrawn) at least one business day prior to the
Settlement Date.  As of April 14, 2011, at 8:00 a.m., New York
City time, $136,574,000 (95.7%) in aggregate principal amount of
the Notes were validly tendered in the Tender Offer.  Having
received the requisite consent from the holders of the Notes in
the Tender Offer, upon acceptance of and payment for the Notes,
the Company expects to enter into the Fourth Supplemental
Indenture which will eliminate substantially all of the
restrictive covenants, certain events of default and the security
interest in the assets of the Company held for the benefit of
holders of the Notes. In addition, the Fourth Supplemental
Indenture will reduce the minimum notice period for a redemption
of the Notes from thirty days to three days prior to a redemption
date.

Upon adoption of the Amendments and the purchase of tendered Notes
pursuant to the Offer, the Company intends to give a notice of
redemption providing that it will redeem all Notes not purchased
in the Offer in accordance with the indenture governing the notes
at 100.00% of their principal amount, plus accrued and unpaid
interest up to, but not including, the redemption date.

The Offer is subject to a number of conditions that are set forth
in the Offer to Purchase, including, without limitation, the
receipt by the Company of net proceeds from new debt financing on
terms and conditions satisfactory to the Company which, when
combined with other available funds, will aggregate to an amount
that is sufficient to pay the total consideration (including the
consent payment) in respect of all Notes (regardless of whether
tendered) plus estimated fees and expenses relating to the Offer,
as more fully described in the Offer to Purchase.  There can be no
assurances that the Company will enter into new debt financing or
that the proceeds therefrom, when combined with the Company's
other available funds, will be sufficient to pay the total
consideration in connection with the Offer.

This press release is neither an offer to purchase, nor a
solicitation for acceptance of an offer to sell, the Notes. The
Company is making the Offer only by, and pursuant to the terms of,
the Offer to Purchase and the related Letter of Transmittal. The
complete terms and conditions of the Offer are set forth in the
Offer to Purchase and the Letter of Transmittal. Holders are urged
to read these documents carefully.

Copies of the Offer to Purchase and Letter of the Transmittal may
be obtained from the Information Agent for the Offer, Global
Bondholder Services Corporation, at 866-873-7700 (toll-free).

BofA Merrill Lynch is acting as exclusive Dealer Manager and
Solicitation Agent for the Offer.  Questions regarding the Offer
may be directed to BofA Merrill Lynch at 888-292-0070 (toll-free)
and 980-388-9217 (collect).

The Offer is not being made to (nor will the surrender of Notes
for payment be accepted from or on behalf of) holders of Notes in
any jurisdiction in which the making or acceptance of the Offer
would not be in compliance with the laws of such jurisdiction. In
those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the
Offer will be deemed to be made on behalf of the Company by the
Dealer Manager and Solicitation Agent or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.

                     About The Sheridan Group

Hunt Valley, Maryland-based The Sheridan Group, Inc.
-- http://www.sheridan.com/-- is a specialty printer offering a
full range of printing and value-added support services for the
journal, catalog, magazine and book markets.

The Sheridan Group, Inc., reported a net loss of $5.9 million on
$266.2 million of sales for 2010, compared with net income of $8.2
million on $293.9 million of sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$241.5 million in total assets, $203.4 million in total
liabilities, and stockholders' equity of $38.1 million.

PricewaterhouseCoopers LLP, in Baltimore, Maryland, expressed
substantial doubt about The Sheridan Group, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has a significant amount of current debt maturing
within the next twelve months and will need to raise additional
capital in order to settle these obligations.


SHOPS AT PRESTONWOOD: Wants to Sell 102 Residential Lots to DRHI
----------------------------------------------------------------
The Shops at Prestonwood, LP, asks for authorization from the U.S.
Bankruptcy Court for the Northern District of Texas to assume A
sale agreement and sell up to 102 single family residential lots
to DRHI, Inc., free and clear of any liens and encumbrances.

In December 2009, the Debtor entered into a certain contract of
sale and entered into that certain First Amendment to that
contract with DRHI on March 26, 2010.  Under the Sale Agreement,
DRHI generally has the option to purchase from the Debtor up to
110 Lots over a two-year period from the date of closing in
accordance with the terms of the Sale Agreement.  The Sale
Agreement provides that DRHI is obligated to purchase six of the
Subject Lots on the Initial Closing Date for a base purchase price
of $45,000 per Lot and an additional 12 of the Subject Lots within
a year of the Initial Closing Date for a sum equal to the Base
Purchase Price multiplied by 6% per annum beginning 180 days after
the Initial Closing Date.  The Debtor says that the purchase price
is fair and reasonable and provides substantial value to the
Debtor's estate, including approximately $600,000 in imminent
sales of 13 of the Subject Lots and the possibility to yield in
excess of $5 million in total, which amounts would pay a
substantial amount of the Debtor's indebtedness to its lenders.

For a period of two years from the Initial Closing Date, DRHI has
the right to purchase all of the Subject Lots at the Adjusted
Purchase Price, with DRHI's option to purchase any remaining
Subject Lots terminating two years after the Initial Closing Date.

On April 8, 2010, the Initial Closing Date occurred and DRHI
purchased eight of the Subject Lots from the Debtor.  DRHI then
constructed homes on those eight lots to sell to its customers.
The proceeds from DRHI's purchase of the eight lots were
distributed to Valliance Bank and Property Tax Solutions, each of
which hold liens on the Subject Lots.

In 2011, DRHI sought to purchase another seven of the Subject Lots
from the Debtor pursuant to the terms of the Sale Agreement, and
the sale of those seven lots was scheduled to close on Feb. 11,
2011.  On Feb. 2, 2011, a title commitment ordered by DRHI
revealed that Pulte Homes of Texas, LP, had filed a lis pendens
and was asserting a lien on, inter alia, the Subject Lots,
including the seven lots that DRHI was attempting to purchase.
The lis pendens and alleged Pulte lien were not discovered during
the title search on the eight lots originally purchased by DRHI in
April 2010.

Prior to the Petition Date, the Debtor was a party to certain
litigation pending in the 162nd Judicial District Court of Dallas
County, Texas in Cause No. 10-02397 with Pulte and American
National Bank of Texas based upon a 2006 purchase agreement under
which Pulte was to purchase certain of the Lots from the Debtor.
While the 2006 Purchase Agreement was ultimately terminated, Pulte
contends that the Debtor is obligated to it pursuant to a certain
promissory note executed in connection with the 2006 Purchase
Agreement and also asserts that it holds a lien on the Pulte Lots.
In 2010 Pulte commenced the State Court Action in which it
generally seeks damages related to the Debtor's alleged breach of
the promissory note and the judicial foreclosure of its alleged
lien.  The Debtor generally denies that it is liable under the
Pulte Note and further denies that Pulte holds any liens in the
Pulte Lots.  The Debtor and certain of its affiliates have further
asserted counter claims against Pulte and third party claims
against American National Bank of Texas for, inter alia, fraud,
negligent misrepresentation, breach of fiduciary duty, breach of
contract, tortuous interference and conspiracy to commit tortious
interference, and defamation based upon certain conduct that
occurred after the termination of the 2006 Purchase Agreement.

Due to the assertion of the alleged Pulte lien, the Debtor
and DRHI have been unable to close on the seven lots.  Since
then, DRHI has indicated to the Debtor that it is prepared
to immediately acquire an additional six Lots under the Sale
Agreement to the extent that it can acquire them free and
clear of any liens and encumbrances.  The sale of these 13
Lots will yield just under $600,000 of proceeds to the Debtor.

Due to the delay and uncertainty caused by the discovery of the
alleged Pulte lien, DRHI has threatened to seek to terminate the
Sale Agreement, which could equate to approximately $5 million of
lost sales for the life of the project, including the nearly
$600,000 of imminent sales.

DRHI has agreed to wait for a short period longer while the Debtor
pursues this Motion before seeking to enforce its rights.
However, the Debtor is concerned that if its request for court
authorization for the assumption of the Sale Agreement isn't
considered as soon as possible, DRHI will seek to terminate the
Sale Agreement, and the Debtor could lose the ability to sell the
Subject Lots under the Sale Agreement and the proceeds that would
be derived from the sales.

                   About The Shops at Prestonwood

Addison, Texas-based The Shops at Prestonwood, LP's primary assets
consist of approximately 144 residential townhome lots and an
additional 17.170 acres of residential undeveloped land located
within the Shops at Prestonwood subdivision in Denton County,
Texas.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-32209) on April 1, 2011.  Melissa S. Hayward,
Esq., at Franklin Skierski Lovall Hayward LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


SILGAN HOLDINGS: S&P Puts 'BB+' Corporate on Watch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Stamford,
Conn.-based Silgan Holdings Inc. were placed on CreditWatch with
negative implications, following Silgan's announcement that it has
entered into a definitive merger agreement to acquire Graham
Packaging Co. Inc. for $4.5 billion.  At the same time, Standard &
Poor's placed its corporate credit and debt issue ratings on
Graham on CreditWatch with positive implications.

"Upon completion of the Graham Packaging acquisition, which is
subject to shareholder and regulatory approvals and expected to
occur in the third quarter of 2011, we expect to lower the ratings
on Silgan to BB/Stable/-- from BB+/Watch Neg/--.  This ratings
expectation is based on our assumption that operating results will
remain generally stable this year and that Silgan will raise
permanent financing for the acquisition prior to closing.  If
credit market conditions deteriorate, and the company uses short-
term financing to close the acquisition, we will reassess credit
quality.  Silgan has entered into committed financing," S&P
explained.

"The expected downgrade to 'BB', if the deal closes as proposed,
would reflect the increase in debt incurred in connection with the
acquisition," said standard & Poor's credit analyst Liley Mehta.
"We are balancing Silgan's satisfactory business risk profile --
pro forma for the Graham acquisition -- with what we believe will
be an aggressive financial risk profile."  "Based on preliminary
information released, we expect that Silgan's funds from
operations to total debt ratio (adjusted for the capitalization of
operating leases, unfunded postretirement obligations) would
decline from 30% as of Dec. 31, 2010.  We expect the initial pro
forma total adjusted debt to EBITDA to be 4x to 4.5x and funds
from operations (FFO) to adjusted total debt will be in the mid-
teens percent area initially.  We believe the FFO to total
adjusted debt ratio will strengthen to about 20% by the end of
2012.  At the 'BB' corporate credit rating we would expect this
ratio to average 15% to 20%," S&P related.

"With combined annual sales of more than $6.2 billion, we believe
the acquisition of Graham Packaging would further solidify
Silgan's satisfactory business risk profile," added Ms. Mehta.
Graham's operations would expand Silgan's existing plastic
container business, which would increase to 54% of total sales
from about 20% currently.  The combined plastic container
operations would benefit from a strong focus on relatively stable
food and beverage packaging end markets.  A key credit strength is
the relative predictability and consistency of operating results.
This benefit derives in part from Silgan's high proportion of
sales to comparatively stable food and beverage end markets and
the contractual pass through of raw material price fluctuations.
"We believe that Silgan can maintain pro forma operating margins
(before depreciation and amortization) in the high-teens percent
area, and pretax return on capital in the low-to-mid teens percent
range.  Silgan expects to realize operational cost synergies of
$50 million by 2014, primarily through reductions in
administrative expenses, procurement savings and a more
efficient manufacturing footprint," S&P elaborated.

Pursuant to the merger agreement, Graham shareholders will
receive 0.402 shares of Silgan common stock and $4.75 in cash
for each share of Graham common stock, representing a total
enterprise value of approximately $4.5 billion.  Based on
Silgan's closing stock price on April 12, 2011, the transaction
implies a value of $19.56 per Graham share, representing a
premium over the closing price of Graham's stock on April 12,
2011, of about 17%.  The acquisition price includes a cash
payment at closing of $245 million related to contractual change
in control provisions in Graham's Income Tax Receivable agreements
with certain affiliates.

"We expect Silgan to prioritize debt reduction following the
transaction, and that the combined company's business risk
profile would be stronger, as its scale, product mix, and
customer diversity would all be augmented.  An important
underpinning to the ratings is our belief in the company's
ability to generate strong and relatively stable cash flows
and management's track record of, and commitment to, using
substantially all available cash flow to reduce debt following
the acquisition.  Following completion of the acquisition, we
expect free cash generation on a pro forma basis to be about
$500 million, after combined capital expenditures of approximately
$335 million," S&P continued.

Silgan has annual revenues of $3.1 billion.  Its business mix
is about 61% metal food cans, 20% metal and plastic closures,
and 19% plastic containers.  Silgan is the largest producer
of metal food cans in North America, enjoying an estimated 50%
share of market volume, and its end markets are relatively
stable.  With annual sales of $2.8 billion (after taking into
account the acquisition of Liquid Container in September 2010),
Graham produces customized, blow-molded plastic containers for
beverages and foods, household cleaning products, personal care
products, and automotive lubricants.

"We will monitor developments relating to this transaction
and will resolve the CreditWatch listings if the business
combination occurs.  We will lower the existing ratings on
Silgan upon closing of the transaction.  In the interim, we
expect to assign prospective debt ratings to any proposed
acquisition-related credit facilities and debt offerings.  The
permanent capital structure is expected to consist of a mix of
bank facilities and bonds that would be used to finance the
transaction, refinance indebtedness of Silgan and Graham, and
for fees and expenses," S&P added.


SIRIUS XM: Liberty Radio Appoints V. Wittman & C. Vogel to Board
----------------------------------------------------------------
Liberty Radio, LLC, a subsidiary of Liberty Media Corporation,
appointed Ms. Vanessa A. Wittman and Mr. Carl E. Vogel to Sirius
XM Radio Inc.'s board of directors.  Liberty Radio, LLC, as the
holder of the Company's convertible perpetual preferred stock,
series B-1, is entitled to appoint and elect a number of members
of the Company's board directors proportional to its ownership
level in the Company.  Liberty Radio, LLC, previously appointed
John C. Malone, Gregory B. Maffei and David J.A. Flowers to the
Company's board of directors.  With the addition of Ms. Wittman
and Mr. Vogel the Company's board will be comprised of thirteen
members.

Ms. Wittman and Mr. Vogel have been determined by the Nominating
and Corporate Governance Committee of the Company's board of
directors to be independent directors within the meaning of The
NASDAQ Marketplace Rules.  Ms. Wittman is expected to be appointed
to the Audit Committee of the Company's board, and Mr. Vogel is
anticipated to be appointed to the Compensation Committee and the
Nominating and Corporate Governance Committee of the Company's
board.

Vanessa A. Wittman, age 43, is Executive Vice President and Chief
Financial Officer of Marsh & McLennan Companies, Inc., a
professional services company providing advice and solutions in
the areas of risk, strategy, and human capital.  Prior to joining
MMC in September 2008, Ms. Wittman was Chief Financial Officer and
Executive Vice President of Adelphia Communications Corp., a cable
television company, from 2003 to 2007.  Prior to Adelphia, Ms.
Wittman served as Chief Financial Officer of 360networks, a
wholesale provider of telecommunications services.  She also has
held positions with Microsoft, Metricom Inc. and Morgan Stanley &
Co. Incorporated.  Ms. Wittman serves as a director of kgb, an
independent provider of directory assistance and enhanced
information services.  Ms. Wittman also served on the board of
directors of Infospace, an internet search services company, from
January 2003 to January 2008.

Carl E. Vogel, age 53, is currently a member of the board of
directors of Dish Network Corporation, a satellite television
provider, and a senior advisor to its Chairman, CEO and President.
He served as President of Dish Network Corporation from September
2006 until February 2008 and served as Vice Chairman from June
2005 until March 2009.  From October 2007 until March 2009, Mr.
Vogel served as the Vice Chairman of the board of directors of,
and as a Senior Advisor to, EchoStar Communications Corporation.
From 2001 until 2005, Mr. Vogel served as the President and CEO of
Charter Communications Inc., a cable television and broadband
services provider.  Prior to joining Charter, Mr. Vogel worked as
an executive officer in various capacities for companies
affiliated with Liberty Media Corporation or its predecessor.  Mr.
Vogel is a member of the boards of directors and audit committees
of Shaw Communications, Inc., a diversified communications company
providing broadband cable and direct-to-home satellite services in
Canada, Universal Electronics, Inc., a provider of wireless
control technology for connected homes, NextWave Wireless Inc., a
wireless technology company that develops, produces, and markets
mobile multimedia and consumer electronic solutions, and is a
member of the board of directors, audit committee and executive
committee of Ascent Media Corporation.

                       About Sirius XM Radio

Based in New York, Sirius XM Radio Inc. has two principal wholly
owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite
CD Radio Inc.  XM Satellite Radio Holdings Inc. owns XM Satellite
Radio Inc., the operating company for the XM satellite radio
service.  Satellite CD Radio Inc. owns the Federal Communications
Commission license associated with the SIRIUS satellite radio
service.  XM Satellite Radio Inc. owns XM Radio Inc., the holder
of the FCC license associated with the XM satellite radio service.

In July 2008, the Company's wholly owned subsidiary, Vernon Merger
Corporation, merged with and into XM Satellite Radio Holdings Inc.
and, as a result, XM Satellite Radio Holdings Inc. became Sirius'
wholly owned subsidiary.

The Company's balance sheet at Dec. 31, 2010 showed $7.38 billion
in total assets, $7.17 billion in total liabilities and
$207.64 million in stockholders' equity.

                           *     *     *

Sirius carries (i) a 'BB-' corporate credit rating from Standard &
Poor's and (ii) 'B3' corporate family rating and 'B2' probability
of default rating from Moody's.

In October 2010, Moody's said the upgrade of Sirius XM's CFR to
'B3' from 'Caa1' reflects Moody's view that EBITDA (incorporating
Moody's standard adjustments) less capital spending to interest
expense will grow and comfortably exceed 1x in 2011, reflecting
higher than anticipated subscribers and revenue and reduced debt
service and programming costs.  As announced on October 1, 2010,
the company expects to add more than 1.3 million subscribers in
FY2010, bringing the year end total to 20.1 million and exceeding
prior expectations.  Despite high churn in the subscriber base,
vulnerability to cyclical consumer spending, and increasing
wireless competition, Moody's believe subscriptions will grow
through the end of 2011 as the economy and automotive sales
recover.  Heightened capital spending related to the ongoing
construction and launch of two satellites will likely limit free
cash flow generation in 2011.  The rating also reflects the
company's sizable debt burden as well as the need to invest
significantly in programming, marketing, launching new services,
and maintaining a satellite fleet to attract subscribers in
addition to delivering content.

As reported by the Troubled Company reporter on Dec. 14, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio and its subsidiaries, XM Satellite Radio
Holdings Inc. and XM Satellite Radio Inc. (which S&P analyze on a
consolidated basis), to 'BB-' from 'B+'.  The rating outlook is
stable.  "The action reflects the company's improving operating
performance, declining debt leverage, and the prospects for
continued improvement in credit measures for full-year 2010 and
2011," explained Standard & Poor's credit analyst Hal Diamond.


SLATER STEELS: Asset Buyer May Pursue CERCLA Claims
---------------------------------------------------
District Judge Jon E. DeGuilio ruled that the 2005 dismissal of a
state court suit filed by Slater Steels Corporation against Joslyn
Manufacturing Company for contractual indemnification under the
Comprehensive Environmental Response, Compensation, and Liability
Act, does not preclude Valbruna Slater Steel Corp. and Fort Wayne
Steel Corp. -- which acquired certain of Slater's assets in
bankruptcy -- from raising their CERCLA contribution claims.

In 1981, Slater bought a steel mill in Fort Wayne, Indiana, from
Joslyn.  In 2000, Slater sued Joslyn in Superior Court in Allen
County, Indiana, for cleanup costs relating to historical
contamination of the site.

On June 2, 2003, Slater filed a Chapter 11 voluntary bankruptcy
petition in the U.S. Bankruptcy Court for the District of
Delaware.  At auction, Valbruna Slater Stainless Inc. purchased
the site.  The Slater-Valbruna Asset Purchase Agreement noted the
existence of the Slater suit, and granted VSSI "the right to seek
to become a party to the Lawsuit[.]"  On Feb. 13, 2004, the
Bankruptcy Court approved the APA and held that Valbruna was not a
successor in interest to Slater except as detailed in the APA, and
therefore had no other liability for Slater's acts, omissions, or
liabilities.  In April 2004, Valbruna Slater Steel Corporation and
Fort Wayne Steel Corporation acquired the site from VSSI.

In February 2005, the Allen County Court granted Joslyn's motion
and dismissed the Slater suit with prejudice for failure to
prosecute, pursuant to Indiana Trial Rule 41(E).

Valbruna Slater Steel Corp. and Fort Wayne Steel Corp., v. Joslyn
Manufacturing Co., et al., No. 1:10-CV-00044 (N.D. Ind.), was
filed Feb. 11, 2010.  A copy of the Court's April 11, 2011
Memorandum Opinion and Order is available at http://is.gd/LU0lDz
from Leagle.com.


STINSON PETROLEUM: Avoidance Suit v. Bank Goes to Trial
-------------------------------------------------------
Bankruptcy Judge Neil P. Olack granted in part and denied in part
Community Bank's First Supplemental Motion for Partial Summary
Judgment in the suit, Derek A. Henderson, Chapter 7 Trustee, v.
Community Bank, Ellisville Mississippi a/k/a Community Bank, Adv.
Pro. No. 09-05094 (Bankr. S.D. Miss.).  The Court denied a Cross-
Motion for Partial Summary Judgment filed by Mr. Henderson, the
Chapter 7 trustee for Stinson Petroleum Company, Inc.  A copy of
the Court's April 12, 2011 Memorandum Opinion is available at
http://is.gd/KNwfZSfrom Leagle.com.

The adversary proceeding arises out of a check-kiting scheme
orchestrated by Stinson Petroleum, and presents legal issues
arising from the interplay between Article 4 of the Uniform
Commercial Code and federal banking regulations on the one hand,
and the United States Bankruptcy Code on the other.  The Debtor
shuttled worthless checks between its account at Community Bank in
Ellisville, Mississippi, and its account at the Bank of Evergreen
in Evergreen, Alabama.  The kite collapsed when Tim Dantz, vice-
president of Bank of Evergreen, discovered the scheme and placed a
five-day hold on the availability of $3,296,600 deposited in the
BOE Account.

A committee of unsecured creditors appointed by the United States
Trustee for Region 5 in the Debtor's case filed the Complaint
against Community Bank seeking to avoid under the preference
statute, 11 U.S.C. Sec. 547, three groups of transfers made during
the 90 days before the Debtor filed for bankruptcy.  The Committee
also seeks recovery of the transfers from Community Bank under 11
U.S.C. Sec. 550(a)(1)-(2).  Upon conversion of the Debtor's case,
the Chapter 7 Trustee was substituted for the Committee as the
plaintiff.

Community Bank seeks partial summary judgment in its favor on the
Chapter 7 Trustee's preference claims under 11 U.S.C. Sections
547(b), 550 as to the wire transfers and the deposits.  The
Chapter 7 Trustee seeks partial summary judgment in his favor on
the ground that the wire transfers are avoidable as preferential
transfers.

Judge Olack held that as to the Deposits, the Chapter 7 Trustee
concedes that Community Bank is entitled to partial summary
judgment.  As to the Wire Transfers, the Court held that there are
disputed issues of material fact and concludes that Community Bank
is not entitled to partial summary judgment as a matter of law.
The Court also held that there are disputed issues of material
fact that preclude the entry of partial summary judgment in favor
of the Chapter 7 Trustee.

                       About Stinson Petroleum

Laurel, Mississippi-based Stinson Petroleum Company, Inc., filed
for Chapter 11 on Aug. 4, 2009 (Bankr. S.D. Miss. Case No. 09-
51663).  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  Harris Jernigan &
Geno, PPLC, represents the Debtor in its restructuring efforts.
In its petition, the Debtor listed assets and debts both ranging
from $10 million to $50 million.

A committee of unsecured creditors was appointed by the United
States Trustee for Region 5 in the Debtor's case.

On Dec. 16, 2009, the Debtor's chapter 11 bankruptcy case was
converted to a Chapter 7 case, and Derek A. Henderson was
appointed as Chapter 7 Trustee.


STRIBORG INC: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Stribog, Inc.
        2026 McGaw Ave.
        Irvine, CA 92614

Bankruptcy Case No.: 11-15065

Chapter 11 Petition Date: April 11, 2011

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Paul J. Couchot, Esq.
                  WINTHROP COUCHOT PC
                  660 Newport Ctr Dri Ste 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  Fax: (949) 720-4111
                  E-mail: pcouchot@winthropcouchot.com

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

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-15065.pdf

The petition was signed by Benton H. Wilcoxon, director.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Composite Technology Corporation       11-15058   04/10/11
CTC Cable Corporation                  11-15059   04/10/11


SUPERIOR OFFSHORE: Underwriters Strike $1.9MM Deal in IPO Suit
--------------------------------------------------------------
Bankruptcy Law360 reports that underwriters for Superior Offshore
International Inc. on Tuesday struck a $1.9 million settlement
with a class of plaintiffs who accused it in Texas federal court
of making false statements ahead of a $152 million public
offering.

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--
provided subsea construction and commercial diving services to the
offshore oil and gas industry.

Superior Offshore International, Inc., sought Chapter 11
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).
The Debtor disclosed total assets of $67,587,927 and total
liabilities of $54,359,884 in its Schedules.  David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represented the Debtor as counsel.  The U.S. Trustee for Region 7
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Douglas S. Draper, Esq., at Heller Draper
Hayden Patrick & Horn LLC, and Michael D. Rubenstein, Esq., at
Liskow Lewis, represented the Committee as counse7l.  The
company's chapter 11 plan of liquidation took effect in February
2009 and the United States Court of Appeals blessed the plan in
December 2009.


SUSTAINABLE ENVIRONMENT: Announces New Members to Board
-------------------------------------------------------
Grant King did not stand for re-election as Director at
Sustainable Environmental Technologies Corporation's Annual
General Meeting held on April 7, 2011.  This decision was reached
in order to accommodate Mr. Kings previously contracted role of
expanding SET Corp's business development and investment
activities in Australasia.

On April 7, 2011, the Board of Directors appointed Bill Ball to a
vacant position of Director.  Mr. Ball was also appointed Chairman
of the Board of Directors.

Mr. Ball, 69, is the president and founder of High-Tech
Consultants, Inc., an engineering design and consulting company he
founded in 1992.  Mr. Ball holds patents in the US and Canada, and
has one new patent application currently in the works.  Mr. Ball
started his working career in the mechanical engineering
department of a very large oil and gas company.  Subsequently he
worked as the product development specialist and was the business
development pioneer for a major oilfield chemicals company.
Additionally he managed a team of over 800 products and services
professionals for the world's largest oilfield process equipment
company.  In the years that followed he directed the business
development efforts of two of the world's largest environmental
products and engineering companies.

On April 4, 2011, the Board of Directors entered into amendments
to the prior employment agreements with (1) Bob Glaser, Chief
Executive Officer and President, and (2) Keith Morlock, Manager of
Pro-Water LLC and Corporate Secretary.  The terms of the
amendments set the 2011 annual base salaries and bonus schedules,
as well as clarified certain terms of standard benefits for such
officers.

On April 7, 2011, the Company held its 2010 Annual General Meeting
of Shareholders, and these actions were taken by written consent
of a majority of the Company's shareholders:

   1. Bob Glaser, Keith Morlock, Wallie Iveson and Steve Ritchie
      were elected as Directors of the Company.

   2. dbbMcKennon was ratified as the Company's independent
      certifying accountant to audit the Company's financial
      statements for the fiscal year ended March 31, 2011.

                  About Sustainable Environmental

Upland, Calif.-based Sustainable Environmental Technologies
Corporation (formerly RG Global Lifestyles, Inc.) offers water and
wastewater treatment engineering and construction services.

The Company's balance sheet at Dec. 31, 2010, showed
$3.1 million in total assets, $4.5 million in total liabilities,
and a stockholders' deficit of $1.4 million.

During the quarter ended Dec. 31, 2010, the Company incurred an
operating loss from continuing operations before income taxes of
$265,464.  As of Dec. 31, 2010, the Company had a working capital
deficit of approximately $2.3 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in the filing.


TABI INT'L: Starts Liquidation; Notice to Gift Card Holders Sent
----------------------------------------------------------------
A. Farber & Partners Inc., the Proposal Trustee of Tabi
International Corporation, on April 14, 2011, released a statement
regarding gift cards held by Tabi customers:

On Feb. 16, 2011, Tabi filed a Notice of Intention to Make a
Proposal, pursuant to the Canadian Bankruptcy & Insolvency Act.
Farber was appointed as Proposal Trustee.  The NOI filing provides
the Company with protection from creditors while it attempts to
restructure its affairs and formulate a Proposal to its creditors.
The NOI process does not mean that the Company is bankrupt.

During the NOI process, Farber is not in control of the day-to-day
operations or decision-making of Tabi.  The Proposal Trustee's
role is to monitor the affairs of the Company; assist the Company
in its efforts to develop a Proposal; and to communicate with
creditors as to the process and ultimately to assist creditors in
evaluating the Proposal, if Company is able to file one.

Farber assisted the Company in its efforts to sell its assets as a
going concern.  Unfortunately, those efforts did not result in a
viable going concern offer and Tabi is now in the process of a
store-wide liquidation sale of its inventory, with the assistance
of liquidators, HMR Canada Inc./GBRP Inc.

All creditors and amounts outstanding as at the date of the filing
of the NOI are frozen by force of the BIA.  Unfortunately, gift
card holders are in the same legal position as suppliers who
haven't been paid by Tabi.  They are unsecured creditors and will
only be entitled to a recovery on the same basis as all other
unsecured creditors.  Neither the Company nor the liquidator is
able to allow the redemption of the gift cards in the liquidation
sale.

Tabi customers who have an outstanding balance on their gift card
should contact Farber by sending an e-mail to
tabi@farberfinancial.com and providing these information:

        1.  Name
        2.  Mailing address and phone number
        3.  Amount of unredeemed Gift Card
        4.  Gift Card number

Providing this information to Farber will ensure that Farber has
the contact information and ensure gift card holders receive
further correspondence from Farber on Tabi's Proposal to
Creditors.

                        About Farber Financial Group

A. Farber & Partners Inc. -- http://www.farberfinancial.com/-- is
a member of the Farber Financial Group.  Since 1979, Farber
Financial Group has provided a range of specialized financial
services including corporate insolvency and restructuring,
forensic accounting, fraud investigations, asset recovery,
corporate finance, mergers and acquisitions, business valuations,
distressed financial advisory services, turnarounds and crisis
management, interim CEO, COO, CRO and CFO management, profit
enhancement and strategic opportunity assessments.

                      About TABI International

TABI International Corporation -- http://www.tabi.ca/-- operates
a chain of retail apparel stores for women.  The Company offers
shirts, white shirts, sweaters, sweater twin sets, vests, pants,
jackets and outerwear, mocks and turtkenecks, sleepwear, and
active wear. It also offers online shopping services.  The company
was founded in 1980 and is based in Toronto, Canada.  TABI
International Corporation is a former subsidiary of Cotton Ginny,
Ltd.


TAPATIO SPRINGS: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Tapatio Springs Real Estate Holdings, LP, has filed with the U.S.
Bankruptcy Court for the Western District of Texas its schedules
of assets and liabilities, disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                      $20,600,000
B. Personal Property                      $77,999
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $3,483,286
E. Creditors Holding
   Unsecured Priority
   Claims                                                $120,000
F. Creditors Holding
Unsecured Non-priority
Claims                                                   $401,000
                                      -----------     -----------
TOTAL                                 $20,677,999      $4,004,286

Boerne, Texas-based Tapatio Springs Real Estate Holdings, LP,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case
No. 11-51263) on April 5, 2011.  Dean William Greer, Esq., who has
an office in San Antonio, Texas, serves as the Debtor's bankruptcy
counsel.


TAPATIO SPRINGS: Section 341(a) Meeting Scheduled for May 9
-----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Tapatio
Springs Real Estate Holdings, LP's creditors on May 9, 2011, at
9:30 a.m.  The meeting will be held at 1st Floor, Conf Room #1,
Room 105A, Hipolito F. Garcia Fed Building & Courthouse, 615 E.
Houston Street, San Antonio, Texas.

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

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

Boerne, Texas-based Tapatio Springs Real Estate Holdings, LP,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case
No. 11-51263) on April 5, 2011.  Dean William Greer, Esq., who has
an office in San Antonio, Texas, serves as the Debtor's bankruptcy
counsel.  According to its schedules, the Debtor disclosed
$20,677,999 in total assets and $4,004,286 in total debts as of
the Petition Date.


TAWK DEVELOPMENT: Amends Schedules of Assets and Liabilities
------------------------------------------------------------
Tawk Development LLC submitted to the U.S. Bankruptcy Court for
the District of Nevada its amended schedules of assets and
liabilities, disclosing:

Name of Schedule                        Assets      Liabilities
----------------                        ------      -----------
A. Real Property                    22,500,000
B. Personal Property                   247,153
C. Property Claimed as Exempt
D. Creditors Holding Secured Claims                  20,691,616
E. Creditors Holding Unsecured
    Priority Claims
F. Creditors Holding Unsecured
    Non-priority Claims                                  571,502
                                    -----------      -----------
       TOTAL                         22,747,153       21,263,119

A copy of the Amended Schedule is available for free at:

     http://bankrupt.com/misc/TawkDevLLC_AmdSAL_03072011.pdf

Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a
198-unit resort style apartment complex known as Falcon Landing,
which is located at 5067 Madre Mesa Drive in Las Vegas.  It filed
for Chapter 11 bankruptcy protection on January 14, 2011 (Bankr.
D. Nev. Case No. 11-10584).  Talitha B. Gray, Esq., at Gordon &
Silver, Ltd., serves as the Debtor's bankruptcy counsel.


TELKONET INC: Raises $1.355MM From Preferred Shares Offering
------------------------------------------------------------
Telkonet, Inc., has raised $1.355 million by closing an additional
sale of its Series B convertible preferred stock with warrants to
purchase common stock.  The terms of this Series B private
placement are identical to the terms of the initial Series B
private placement, closed on Aug. 6, 2010.  The new capital will
fund aggressive business development and accelerate installations
of Telkonet's revolutionary new EcoSmart suite within the rapidly
expanding energy efficiency space.  Expansion within Education,
Military, Government, Institutional and Healthcare markets as well
as Telkonet's energy management leadership within Hospitality
continue to drive demand for the company's newest networked energy
management platform.

"We've dramatically reshaped Telkonet both financially and
operationally and our investors have recognized this as evidenced
by the current investment," stated Jason Tienor, Telkonet's
President and CEO.  "Our continued product leadership and revenue
trends demonstrate the value that Telkonet holds for its
shareholders and bright outlook for the company's growth and
profitability."

Over the past year the company has passed several milestones in
its development including the release of its industry-leading
EcoSmart platform, more than doubling the marketing revenue
recognized on its EthoStream Hospitality Network and retiring its
short-term debt substantially improving the Company's balance
sheet.  Central to Telkonet's long-term vision is the evolution of
the EcoSmart platform, leveraging its flexible wired and wireless
communications technologies with devices offering control of
additional energy loads and powerful web-based network management
and reporting functionality.  Planned enhancements for the
EcoSmart suite of products include complementary hardware and
software technologies such as integrated HVAC equipment, plug-load
controls, lighting integration and more.  The product roadmap for
EcoSmart also includes expansion beyond its current commercial
markets into the emerging Home Area Network (HAN) space by
participating in utility sponsored technologies designed to
complement the Smart Grid.  The EcoSmart suite of products and
Telkonet's expertise in network management and reporting provide
comprehensive solutions through channel partners and ESCO's
worldwide.

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

The Company reported a net loss attributable to common
stockholders of $1.77 million on $11.26 million of total revenue
for the year ended Dec. 31, 2010, compared with net income
attributable to common stockholders of $1.06 million on $10.52
million of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $15.55 million
in total assets; $7.43 million in total liabilities; $890,475 in
redeemable preferred stock, Series A; $653,371 in redeemable
preferred stock, Series B; and $6.58 million in total
stockholders' equity.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  RBSM noted that the Company has incurred
significant operating losses in current year and also in the past.


TERRESTAR CORP: Gets Interim Okay to Hire Blackstone as Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized, on an interim basis, TerreStar Corporation and
TerreStar Holdings Inc. to employ Blackstone Advisory Partners
L.P. as their financial advisor, in accordance with the terms and
conditions set forth in the engagement letter and the
indemnification agreement, as modified by the Interim Order, nunc
pro tunc to February 16, 2011.

Judge Sean H. Lane approved Blackstone's compensation as set forth
in the Engagement Letter, except that the Debtors will not pay a
Monthly Fee for March 2011.  Judge Lane directed Blackstone to
file fee applications for interim and final allowance of
compensation and reimbursement of expenses pursuant to Sections
330 and 331 of the Bankruptcy Code.

The United States Trustee retains all rights to respond or object
to Blackstone's interim and final applications, provided that if
the United States Trustee objects, the Court retains the right to
review the applications.

None of the fees payable to Blackstone will constitute a "bonus"
or fee enhancement under applicable law, Judge Lane noted.  He
added that Blackstone will not be entitled to the reimbursement of
attorney fees and expenses other than in connection with
indemnification.

Blackstone will file with the Court requests for payment of
indemnity, subject to the approval of and review by the Court,
provided that in no event will Blackstone be indemnified in the
case of its own bad-faith, self-dealing, breach of fiduciary duty,
gross negligence or willful misconduct.

A final hearing on Blackstone's employment will be held on April
26, 2011.  Objections to the application are due on April 19.

          About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-10612
(SHL).  The seven Debtor entities who seek joint administration
with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


TERRESTAR NETWORKS: Plan Filing Exclusivity Extended Until July 22
------------------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York extended the exclusive rights of the October
Debtors to file a plan of reorganization to May 23, 2011.  They
also have until July 22, 2011, to solicit acceptances of that
plan.

The October Debtors are TerreStar Networks Inc., TerreStar License
Inc., TerreStar National Services Inc., TerreStar Networks
Holdings (Canada) Inc., TerreStar Networks (Canada) Inc., 0887729
B.C. Ltd., TerreStar New York Inc., Motient Communications Inc.,
Motient Holdings Inc., Motient License Inc., Motient Services
Inc., Motient Ventures Holding Inc., and MVH Holdings Inc.

As reported in the TCR on Feb 03, 2011, the October Debtors sought
extension of their Exclusive Plan Filing Period through June 16,
2011, and Exclusive Solicitation Period through August 16, 2011.

The Court's ruling is without prejudice to the October Debtors'
ability to seek further extensions of the Exclusive Periods
pursuant to Section 1121(d) of the Bankruptcy Code and without
prejudice to the rights of any other party-in-interest pursuant to
Section 1121(d).

          About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-10612
(SHL).  The seven Debtor entities who seek joint administration
with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


TEXSTYLE, LLC: Expects to Exit Chapter 11 This Summer
-----------------------------------------------------
Home Textiles Today reports that TexStyle expects to emerge from
bankruptcy this summer.  "TexStyle remains fully operational and
will continue to fully service its customers. The company expects
court approval of a financing package from Wells Fargo Business
Credit to finance its continued operations," the report quotes
Guyer McCracken, chief operating officer and CFO, as saying.

According to Home Textiles Today, in September 2010, then-owner
Babine Lake Corporation sold the company to Bolan Textile (HK)
Limited of China, which made a $500,000 equity infusion into
TexStyle and a $1 million secured loan to the supplier.  That was
followed by an additional $80,000 loan from Bolan in December, the
report says.

TexStyle, LLC, doing business as TexStyle Home Fashions, filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 11-11686)
on April 12 in Manhattan.

In its schedules, the Debtor disclosed $7.6 million in assets and
debt of $13.8 million. TexStyle, a designer and marketer of home
textiles, said it owes $2.8 million to Wells Fargo Bank NA, the
secured lender. A total of $1.5 million in secured debt is owing
to insiders.

A case summary for TexStyle is in yesterday's edition of the
Troubled Company Reporter.


THIRD TORO: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Third Toro Family Limited Partnership
        639 W. 46th Street
        New York, NY 10036

Bankruptcy Case No.: 11-11723

Chapter 11 Petition Date: April 13, 2011

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

Judge: Sean H. Lane

Debtor's Counsel: Randy M. Kornfeld, Esq.
                  KORNFELD & ASSOCIATES, P.C.
                  570 Lexington Avenue, 17th Floor
                  New York, NY 10022
                  Tel: (212) 759-6767
                  Fax: (212) 759-6766
                  E-mail: rkornfeld@kornfeldassociates.com

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

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

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-11723.pdf

The petition was signed by Helmer Toro, president of general
partner.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Garden Operations Realty Limited      11-10668            02/17/11
Partnership
First Toro Family Limited Partnership 11-11229            03/21/11
35 Real Estate Limited Partnership    11-11489            03/31/11


TOP SHIPS: Announces Filing of Its Annual Report on Form 20-F
-------------------------------------------------------------
TOP Ships Inc. has filed its Annual Report on Form 20-F, on
April 12, 2011, for the year ended 2010.  The Annual Report is
available for download on the Company's website, www.topships.org.
Any shareholder may receive a hard copy of the Company's complete
Annual Report, which includes the Company's complete 2010 audited
financial statements, free of charge upon request.  The audit
opinion of Deloitte, Hadjipavlou, Sofianos and Cambanis S.A.
regarding the 2010 financial statements of the Company which were
included in the Company's Annual Report on Form 20-F, are
unqualified.  However, the opinion includes an explanatory "going
concern" paragraph which states:

"The accompanying consolidated financial statements for the years
ended Dec.31, 2009 and 2010, have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 3
to the consolidated financial statements, the Company's inability
to comply with financial covenants under its current loan
agreements as of Dec. 31, 2009 and 2010 and its negative working
capital position raise substantial doubt about its ability to
continue as a going concern. Management's plans concerning these
matters are discussed in Note 3 to the consolidated financial
statements.  The consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty."

Investors are urged to read the full text of the Company's Report
on Form 20-F, including Note 3 to the consolidated financial
statements referred to above.

As reported in the Troubled Company Reporter on April 11, 2011,
TOP Ships Inc. said that it has obtained a waiver from Alpha Bank
until Feb. 28, 2012, in relation to the breach of certain
financial covenants under the Alpha Bank credit facility.

TOP Ships Inc., formerly known as TOP Tankers Inc., is an
international provider of worldwide seaborne crude oil and
petroleum products and drybulk transportation services.


TOUSA INC: Creditors End Pursuit of Liquidation Plan Approval
-------------------------------------------------------------
American Bankruptcy Institute reports that Tousa Inc.'s unsecured
creditors' committee said that it no longer intends to pursue
approval of its liquidation plan because of the pending appeal of
its fraudulent transfer case in the U.S. Court of Appeals for the
Eleventh Circuit.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul
M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven
Singerman, Esq., at Berger Singerman, to represent them in
their restructuring efforts.  Lazard Freres & Co. LLC is the
Debtors' investment banker.  Ernst & Young LLP is the Debtors'
independent auditor and tax services provider.  Kurtzman Cars
LLC acts as the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.


TRANSWEST RESORT: Doubletree Hotel Faces Foreclosure Action
-----------------------------------------------------------
Dale Quinn at the Arizona Daily Star reports that the Doubletree
Hotel Tucson at Reid Park, is facing foreclosure in Arizona.  The
hotel is delinquent on about $31 million in loans, documents filed
in the Pima County Recorder's Office show.  Monthly payments on
loans that came due last August have not been made, nor have
subsequent payments.

According to the report, auction of the property at 445 S.
Alvernon Way has been scheduled for July 7 at 11:30 a.m. at the
Pima County Courthouse, 110 W. Congress St.  Regardless of the
foreclosure filing, hotel operations will continue as normal, said
general manager Helinda Lizarraga.

The Doubletree is owned by affiliates of Transwest Partners/ NCH
Corp.  It's not the company's only property that's recently run
into financial problems.

                      About Transwest Resort

Tucson, Arizona-based Transwest Resort Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-
37134) on Nov. 17, 2010.  Kasey C. Nye, Esq., and Elizabeth S.
Fella, Esq., at Quarles & Brady LLP, in Tucson, Ariz., assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets at up to $50,000 and debts at $10 million to $50 million.

Affiliates Transwest Hilton Head Property, L.L.C. (Bankr. D. Ariz.
Case No. 10-37170), Transwest Tucson Property, L.L.C. (Bankr. D.
Ariz. Case No. 10-37160), Transwest Tucson II, L.L.C. (Bankr. D.
Ariz. Case No. 10-37151), and Transwest Hilton Head II, L.L.C.
(Bankr. D. Ariz. Case No. 10-37145) filed separate Chapter 11
petitions on November 17, 2010.  Transwest Hilton Head Property
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.  Transwest Tucson Property estimated
its assets at $50 million to $100 million and debts at
$100 million to $500 million.


TRIBUNE CO: Judge Carey Resumes Hearing on Rival Ch. 11 Plans
-------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of New York resumed Tuesday the hearing to determine
confirmation of rival Chapter 11 plans of reorganization filed in
Tribune Company and its debtor affiliates' Chapter 11 cases.

At the hearing, Judge Carey again signaled his desire for a
conclusion to the Chapter 11 case, which has dragged on for two
years, Randall Chase of the Associated Press wrote.

In Court papers filed before the hearing, Aurelius Capital
Management, LP, asked Judge Carey to adjourn the confirmation
hearing with respect to the Modified Second Amended Joint Plan of
Reorganization filed by the Debtors until the Debtors have
finished resolicitation of the Senior Lenders.

Aurelius' request comes as the Debtors, the Official Committee of
Unsecured Creditors; Oaktree Capital Management, L.P.; Angelo,
Gordon & Co., L.P. and JP Morgan Chase Bank, N.A. filed the
modified DCL Plan contemplating an increased recovery of
noteholders from $431 million to $509.5 million and
resolicitation of the Senior Lenders in light of the changes made
to the DCL Plan.

Aurelius, on behalf of its managed entities; Deutsche Bank Trust
Company Americas, in its capacity as successor Indenture Trustee
for certain series of Senior Notes; Law Debenture Trust Company
of New York, in its capacity as successor Indenture Trustee for
certain series of Senior Notes; and Wilmington Trust Company, in
its capacity as successor Indenture Trustee for the PHONES Notes
earlier revised their Second Amended Joint Plan of
Reorganization, which provides that between 45.3% and 51.2% of
the total distributable enterprise value of the Debtors assumed
to be at $6.75 billion will be distributed to creditors.

               Confirmation Objections Status

Counsel to the Debtors, Bryan Krakauer, Esq., at Sidley Austin
LLP, in Chicago, Illinois, apprised Judge Carey that as of
April 8, these objections to confirmation of the DCL Plan have
been resolved:

  * Missouri Department of Revenue
  * New York State Department of Taxation and Finance
  * Commonwealth of Pennsylvania, Department of Revenue
  * Illinois Secretary of State
  * Caption Colorado, L.L.C.
  * California Franchise Tax Board
  * U.S. Environmental Protection Agency
  * CCI Europe A/S
  * Comcast Corp. and Comcast Cable
  * ACE Companies
  * Cook County
  * Subsidiary Trade Creditors
  * Iron Mountain Information Management, Inc.
  * Warren Beatty
  * the United States Trustee for Region 2
  * the Neil Plaintiffs
  * Tribune Company Employee Compensation Defendants Group
  * State of Illinois, Dept. of Revenue and Employment Security
  * Oracle

A chart detailing status of confirmation objections to the DCL
Plan is available for free at:

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

On behalf of the Noteholders, Daniel H. Golden, Esq., at Akin
Gump Strauss Hauer & Feld LLP, in New York, said these objections
to confirmation of the Noteholder Plan have been resolved:

  * New York State Department of Taxation and Finance
  * Commonwealth of Pennsylvania, Department of Revenue
  * Illinois Secretary of State
  * Caption Colorado, L.L.C.
  * U.S. Environmental Protection Agency
  * CCI Europe A/S
  * California Franchise Tax Board
  * Comcast Corporation and Comcast Cable
  * ACE Companies
  * Cook County
  * GreatBanc Trust Company
  * Iron Mountain Information Management, Inc.
  * Warren Beatty
  * United States Trustee
  * Neil Plaintiffs
  * Illinois Department of Revenue and Employment Security
  * Oracle
  * Internal Revenue Service

A chart detailing the status of confirmation objections to the
Noteholder Plan is available for free at:

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

Judge Carey will hear legal objections to confirmation of the DCL
Plan or the Noteholder Plan by parties other than the DCL Plan
Proponents and the Noteholders on April 13, continuing to
April 14, if necessary, according to a notice filed with the
Court.

After all the legal objections by parties other than Plan
Proponents have been heard, Judge Carey will hear legal
objections by Wilmington Trust Company, in its capacity as
successor indenture trustee for the PHONES notes issued by
Tribune Company, on issues that affect only the PHONES and were
set forth in its separate objection to confirmation of the DCL
Plan.

Judge Carey said any time remaining after the legal objections
have been heard will be divided equally between the DCL Plan
Proponents and the Noteholders and may be used by them to present
those legal objections that do not depend on the evidence
presented in the confirmation hearings that they wish to
highlight for the Court.

According to the Associated Press, attorneys will present post-
trial briefs next month.

Judge Carey also said at the hearing that he will likely hear
closing arguments in early June, the Associated Press added.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Longacre, et al., Now Supporting Debtor Plan
--------------------------------------------------------
Tribune Co. and its units ask the Bankruptcy Court to permit these
entities to change votes previously cast to reject the Second
Amended Joint Plan of Reorganization for Tribune Company proposed
by the DCL Plan Proponents to votes to accept the DCL Plan:

  * Longacre Opportunity Fund, L.P. and its affiliates;

  * ASM Capital, LLC and its affiliates;

  * Fair Harbor Capital, LLC;

  * Liquidity Solutions, Inc.; and

  * Debt Acquisition Company of America and its affiliates.

A copy of the votes to be changed is available for free at:

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

Each of the Voting Parties voted to reject the DCL Plan.  Those
claims were concentrated in the classes of General Unsecured
Claims at the Debtors other than Tribune Company.  In addition,
two of the Voting Parties -- ASM and Longacre -- objected to
confirmation of the DCL Plan as the Ad Hoc Committee of
Subsidiary Trade Creditors and had filed as a group an objection
to the disclosure statement to the DCL Plan.

ASM and Longacre's objections to confirmation of the DCL Plan
stemmed from the existence of a $150 million cap on payments to
be made on account of General Unsecured Claims against the
Subsidiary Debtors that existed in earlier versions of the DCL
Plan.  The DCL Plan Proponents negotiated with ASM and Longacre
to consensually resolved ASM and Longacre's outstanding issues.

Counsel to the Debtors, Bryan F. Krakauer, Esq., at Sidley Austin
LLP, in Chicago, Illinois, tells the Court that those
negotiations were ultimately successful and resulted in the DCL
Plan Proponents agreeing to amend the DCL Plan to remove the $150
million cap so that the DCL Plan will provide that holders of
Allowed General Unsecured Claims against the Subsidiary Debtors
will receive cash equal to 100% of the amount of those claims.
The Debtors have also received from ASM and Longacre lists of
claims that those parties assert that they own, which the Debtors
have reviewed and advised ASM and Longacre as to the results of
that comparison, he says.

As a result of the modifications of the DCL Plan, ASM and
Longacre agreed to (i) withdraw the Ad Hoc Committee of
Subsidiary Trade Creditors' objection to confirmation of the DCL
Plan; and (ii) change their votes previously cast to reject the
DCL Plan to votes to accept that plan.  The remaining Voting
Parties -- DACA, Fair Harbor, and LSI -- also agreed to change
their rejections of the DCL Plan to acceptances of the DLC Plan.
Those Voting Parties' agreements to change their votes on the DCL
Plan are embodied in stipulations entered by the Voting Parties
with the Debtors.

If approved, the vote changes will eliminate all rejecting
classes of General Unsecured Claims against the Subsidiary
Debtors and convert those classes to accepting classes, Mr.
Krakauer relates.  Accordingly, the proposed vote changes are
necessary to reflect accurately the change in the Voting Parties'
views of the DCL Plan that result from the modifications that
have been made, he insists.

The Debtors further ask the Court to authorize Epiq Bankruptcy
Solutions, LLC, as the Debtors' voting agent, to amend the voting
report on the DCL Plan to effect the requested changes in votes,
and authorize the inclusion of the voting report so as amended
into the record of confirmation hearing on the DCL Plan.

The Court will consider the Debtors' request on April 25, 2011.
Objections are due April 18.

          Aurelius Sought Adjournment of Plan Hearing

Aurelius Capital Management, LP, et al., ask the Court to adjourn
the confirmation hearing scheduled for April 12 with respect to
the Modified Second Amended Joint Plan of Reorganization filed by
the DCL Plan Proponents pending resolicitation of the Senior
Lenders.

In connection with the resolicitation, the DCL Plan Proponents
must prepare, file and obtain approval of a revised disclosure
statement in accordance with Section 1125 of the Bankruptcy Code,
Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, points out.

The Noteholders acknowledge that the amendments contained in the
DCL Plan to provide holders of Senior Noteholder Claims and Other
Parent Claims with the option to receive a strip of consideration
cures one of the DCL Plan's violations of Section 1129(a)(1).
This amendment, however, does nothing to remedy the fact that the
settlement upon which the DCL Plan is premised fails to satisfy
Rule 9019 of the Federal Rules of Bankruptcy Procedure, Mr.
Golden argues.

If the DCL Plan Proponents are correct that the Debtors' DEV is
$6.75 billion, the DCL Plan does not contemplate a single dollar
of additional consideration to be paid by the Senior Lenders the
option to settle the causes of action related to the 2007
leveraged buy-out, Mr. Golden contends.  Indeed, the concession
contemplated by the amendments contained in the DCL Plan is to
bestow upon Senior Noteholders the right to receive something
they were already legally entitled to -- the right to an
increased recovery if the Debtors' DEV is determined to be
greater than $6.75 billion, he asserts.

The Noteholders prepared a chart illustrating that they would
recover in full at any DEV over $7.80 billion -- substantially
less than what the Noteholders believe to be an appropriate DEV
for the Debtors' estates:

          Noteholder Recoveries as a Percentage of Claim

                                               Natural Waterfall
       Natural Waterfall    Amended DCL Plan   Recovery if Step
           Recovery             Recovery       Two is Avoided

        Senior    PHONES     Senior    PHONES   Senior    PHONES
DEV     Notes     Notes      Notes     Notes    Notes     Notes
---     ------    ------     ------    ------   ------    ------
$6.750   4.8%       0%        33.6%      0%     26.4%       0%
Bil.

$6.900   4.9%       0%        34.3%      0%     37.5%       0%
Bil.

$7.050   5.0%       0%        35.1%      0%     48.5%       0%
Bil.

$7.200   5.1%       0%        35.8%      0%     59.6%       0%
Bil.

$7.350   5.2%       0%        36.5%      0%     70.6%       0%
Bil.

$7.500   5.3%       0%        37.3%      0%     81.7%       0%
Bil.

$7.650   5.4%       0%        38.0%      0%     92.7%       0%
Bil.

$7.800   5.6%       0%        38.7%      0%    100.0%     6.9%
Bil.

$7.950   5.7%       0%        39.5%      0%    100.0%    27.0%
Bil.

$8.000   5.7%       0%        39.7%      0%    100.0%    33.8%
Bil.

$8.100   5.8%       0%        40.2%      0%    100.0%    47.2%
Bil.

$8.250   5.9%       0%        40.9%      0%    100.0%    67.3%
Bil.

$8.400   6.0%       0%        41.7%      0%    100.0%    87.4%
Bil.

$8.550   6.1%       0%        42.4%      0%    100.0%   100.0%
Bil.

$8.700   6.2%       0%        43.1%      0%    100.0%   100.0%
Bil.

$8.850   6.3%       0%        43.9%      0%    100.0%   100.0%
Bil.

$9.000   6.4%       0%        44.6%      0%    100.0%   100.0%
Bil.

What the DCL Plan Proponents fail to take account of is the fact
that as the DEV increases, the expected value of the LBO-Related
Causes of Action likewise increases, Mr. Golden points out.

The Noteholders also object to the DCL Plan's releases granted to
"stockholder parties" from intentional fraudulent conveyance
claims as not supported by any consideration, and cannot be
approved as a matter of law.

The Noteholders filed an amended objection to confirmation of the
DCL Plan to assert that if Step Two of the 2007 leveraged buyout
is avoided but Step One is not, the non-LBO creditors at both
Tribune and the guarantor subsidiaries would receive the benefits
both of the avoidance of the Step Two obligations and all
associated disgorgement.  However, even if Step One Lenders could
benefit from Step Two avoidance, if the Court was to determine
that the Debtors' DEV was $8 billion and if the Step Two
obligations were avoided, there would be sufficient value to
satisfy the Step One Lender Claims and Senior Noteholder Claims
in full, and provide Holders of PHONES Notes with a 34% recovery,
Mr. Golden contends.

Accordingly, the Noteholders revised the chart illustrating
recoveries to:

  (i) add a column for "Recovery if Only Step Two is Avoided and
      Step One Lenders are not Entitled to Benefit;" and

(ii) change the reference from "Natural Waterfall Recovery if
      Step Two is Avoided" to  "Recovery if only Step Two is
      Avoided and Step One Lenders are entitled to benefit
      therefrom.

A full-text copy of the revised chart is available for free
at http://bankrupt.com/misc/Tribune_AmNoteholderRecoveries.pdf

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Sam Zell Balks at Committee Request to Stay Suit
------------------------------------------------------------
As reported in the April 1, 2011 edition of the Troubled Company
Reporter, Troubled Company Reporter, the orders approved by the
Bankruptcy Court granting the Official Committee of Unsecured
Creditors in Tribune Co.'s cases standing to prosecute certain
actions on behalf of the Debtors' estates provide that, pending
the occurrence of a "Termination Event," any litigation commenced
by the Committee pursuant to the authority granted in the Standing
Orders (a) may not be settled absent the agreement of the Debtors
and the Committee and (b) broadly will be stayed.   The Court and
parties-in-interest have completed the initial phase of trial,
including ten days of evidentiary hearings, in connection with two
competing plans of reorganization proposed on the one hand by the
Debtors, the Committee and certain senior lenders, and on the
other hand by certain noteholders.  Trial of the Competing Plans
will re-commence on April 11, 2011, and is expected to be followed
by briefing and argument, which have yet to be scheduled.  As a
result, at least one "Termination Event" -- the occurrence of the
date of April 1, 2011 -- was to take place.  The Committee,
accordingly, sought to extend the April 1 Termination Event to
permit the parties to continue to enjoy the benefits of the
Standing Orders while the Competing Plans are litigated, a ruling
is made, or a settlement achieved.

Sam Zell, however, objects to the Official Committee of Unsecured
Creditors' request to the extent that it would delay his right to
file appropriate motions in response to the purported claims
asserted against him in an amended complaint in the adversary
proceeding captioned as Official Committee of Unsecured Creditors
of Tribune Co., et al. v. Fitzsimons, et al.

"It is fundamentally unfair to expose Mr. Zell to reputational
injury based on untrue, unsupportable, and defamatory assertions
-- made in the form of judicial pleadings -- without affording
him a timely opportunity to respond," David W. Carickhoff, Esq.,
at Blank Rome LLP, in Wilmington, Delaware, asserts.

Extension of the automatic stay not only would allow these
unfounded and defamatory accusations to stand without response on
the public record, it would violate the fundamental principles of
Rule 1001 of Federal Rules of Bankruptcy Procedure, which, like
Rule 1 of the Federal Rules of Civil Procedure, demands the "the
just, speedy, and inexpensive determination of every case and
proceeding," Mr. Carickhoff contends.

                     Committee Claims vs. Zell

As reported in the Nov. 12, 2010 edition of the Troubled Company
Reporter, the Creditors Committee filed an adversary complaint
seeking to avoid transfers made to shareholders, former and
present Tribune directors and officers, Valuation Research
Company, EGI-TRB, LLC, and Samuel Zell.

The Committee seeks to hold accountable the persons and entities
"responsible for crippling the Tribune Company," asserts Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
special counsel to the Committee.  Mr. Macauley describes the LBO
Transaction as "among the worst in American corporate history."
The Committee asserts that through the leveraged buyout
transaction, Tribune lost billions of dollars in value between the
closing of the LBO Transaction and the Company's bankruptcy
filing.  The LBO, Mr. Macauley alleges, was designed to cash out
the large shareholders of Tribune, and to line the pockets of Sam
Zell and Tribune's directors and officers.

As a result of the LBO Transaction, Tribune's debt increased to a
staggering $13 billion, the Committee tells the Court.  Tribune's
largest shareholders achieved their goal of exiting from the
Company, while Sam Zell took control of the Company with little
risk to him and stood to reap huge gains if the gamble paid off,
Mr. Macauley says.  The directors and officers received
extraordinary payments and the Company and its creditors bore the
lion's share of the risk that the gamble would not pay off for Sam
Zell, he further asserts.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRICO MARINE: Unit Out-of-Court Offer Extended Until Today
----------------------------------------------------------
Trico Shipping AS, a subsidiary of Trico Marine Services, Inc.,
announced on April 14, 2011, that it has extended the expiration
date of its out-of-court exchange offer to the holders of its
11 7/8% senior secured notes due 2014 and the solicitation of
consents to the governing indenture to 5:00 p.m. Eastern Time on
April 15, 2011.  Withdrawal rights under the Exchange Offer will
not be extended by the new expiration date.  The deadline for
submitting ballots to accept or reject the prepackaged plan of
reorganization remains 5:00 p.m. Eastern Time on April 18, 2011.
The Exchange Offer, Consent Solicitation and solicitation of
acceptances of the Prepackaged Plan are otherwise unchanged.

The Exchange Offer and Consent Solicitation were scheduled to
expire at 5:00 p.m. Eastern Time on April 13, 2011.  At 5:00 p.m.
Eastern Time on April 13, 2011, $396,454,000 principal amount of
Notes representing approximately 99.11% of the outstanding
principal amount of the Notes had been validly tendered and not
withdrawn in the Exchange Offer.  The Company is extending the
expiration date of the Exchange Offer in order to permit the
progression of negotiations with other creditors, whose agreement
is a condition to the Exchange Offer.

The Exchange Offer is being made, and the New Common Stock is
being offered and issued within the United States only to
"qualified institutional buyers" as defined in Rule 144A under the
Securities Act of 1933, as amended or institutional "accredited
investors," as defined in Rule 501 under the Securities Act, and
outside the United States to non-U.S. investors.  The New Common
Stock to be offered has not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-
12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TRIZETTO GROUP: Moody's Puts 'B1' Ratings to New Credit Facilities
------------------------------------------------------------------
Moody's Investors Service affirmed The TriZetto Group, Inc.'s B1
Corporate Family Rating (CFR) and assigned B1 ratings to the
Company's proposed $750 million of senior first-lien secured
credit facilities.  The outlook for ratings is stable.  TriZetto
plans to use the net proceeds from the credit facilities primarily
to retire existing debt and pay transaction fees and expenses.
Moody's will withdraw the ratings for various tranches of
TriZetto's existing credit facilities at the close of the
transaction.

Moody's affirmed these ratings:

   Issuer -- TriZetto Group, Inc.

   -- Corporate Family Rating -- B1

   -- Probability of Default Rating -- B2

Moody's assigned these rating:

   -- $100 million senior secured revolving credit facility due
      2016 -- B1 (LGD3, 33%)

   -- $650 million senior secured Term Loan facility due 2018 --
      B1 (LGD3, 33%)

These ratings will be withdrawn:

   -- $65 million senior secured revolving credit facility due
      2014 -- B1 (LGD3, 33%)

   -- $71 million senior secured Term Loan A facility due 2014 --
      B1 (LGD3, 33%)

   -- $315 million senior secured Term Loan B facility due 2015 --
      B1 (LGD3, 33%)

   -- $100 million senior secured Term Loan C facility due 2015 --
      B1 (LGD3, 33%)

Ratings Rationale

The affirmation of TriZetto's B1 CFR reflects the Company's good
business execution, evidenced in the sustained revenue and EBITDA
growth and EBITDA margin expansion, including through a weak
capital spending environment during the recession and in the midst
of regulatory uncertainly related to the healthcare reform
legislation.  The B1 rating considers TriZetto's moderate
leverage, good free cash flow generation relative to debt, and in
Moody's opinion, the Company's good niche market position as a
provider of information technology (IT) solutions to the U.S.
healthcare payers.  The B1 CFR is supported by Moody's
expectations of favorable growth trends in the healthcare IT
industry segment, the Company's stable customer base, its unique
investor and customer relationship with the BlueCross BlueShield
of Tennessee and The Regence Group, and a good backlog of revenues
under contract, which provides visibility into revenue and cash
flows.  In Moody's view, TriZetto's moderate financial risk
affords the Company some cushion to pursue its expansion strategy,
including small acquisitions, to exploit the additional revenue
opportunity in the healthcare IT industry, which the rating agency
expects to grow rapidly driven by the investments by healthcare
payers in IT solutions to improve productivity.

The B1 rating is constrained by TriZetto's moderate scale in a
highly competitive, though largely fragmented market for
healthcare IT products and services, and the Company's moderate
customer revenue concentration.  The rating also reflects the risk
that the financial sponsor's interests may not be aligned with
those of debt holders and that de-leveraging from organic growth
could be punctuated by leveraging events resulting from
shareholder bias of the Company's financial policies.

Moody's expects TriZetto's Debt-to-EBITDA leverage to increase
from 4.0x at year-end 2010 to about 4.6x (incorporating Moody's
standard analytical adjustments including 25% of debt attribution
to the preferred stock at intermediate holding company) at the
close the transaction.  The increase in leverage primarily
reflects the largely debt-funded acquisition of Gateway EDI, LLC
(Gateway), which the Company completed during 1Q 2011.  Although
Moody's believes that the combination with Gateway presents a
large market opportunity connecting healthcare providers via
Gateway's platform to TriZetto's payer customers, the acquisition
of Gateway marks a shift in the Company's customer focus from
servicing exclusively the healthcare plans and administrators to
healthcare providers, and cash flow contribution from the
acquisition will come from successful execution and penetration of
new products.  The acquisition also expands TriZetto's competitive
scope as healthcare providers are serviced by several operators
with a wide range of IT solutions.  Nonetheless, Moody's considers
the incremental effect of the Gateway acquisition on TriZetto's
credit metrics to be moderate and within the expected ranges for
the rating.

The stable outlook considers the potential for improved cash flow
generation driven by revenue growth in mid single-digit
percentages and additional EBITDA margin expansion reflecting
operating leverage in the business.

While not anticipated in the near term, TriZetto's ratings could
be downgraded if the Company's balance sheet deteriorates as a
result of financial policies oriented towards shareholders or from
large debt-financed acquisitions.  The ratings could experience
downward pressure if TriZetto's operating performance falls short
of expectations, such that Debt-to-EBITDA leverage increases above
5.5x and free cash flow weakens to low single digit percentages of
total debt.

Conversely, upward rating momentum could develop if TriZetto's
business profile strengthens with increasing scale and growing
diversity of revenues from expanded product solutions and good
market penetration.  Moody's could raise TriZetto's ratings if it
maintains good competitive position, generates strong cash flow
growth driven by earnings growth, and demonstrates it can
accommodate its growth strategy and fiscal objectives -- including
potential debt-financed shareholder returns -- and still sustain
Total Debt/EBITDA (Moody's adjusted) of less than 4.0x.

The last rating action on TriZetto took place on September 23,
2010, when Moody's affirmed TriZetto's CFR and maintained a stable
outlook in connection with the Company's plans to amend it
existing credit facility and redeem senior notes.  On July 24,
2008 Moody's assigned TriZetto a first-time B1 corporate family
rating and Ba3 ratings to its senior secured credit facilities.

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

Headquartered in Greenwood Village, Colorado, TriZetto is a
provider of information technology solutions to the healthcare
industry.


TRIZETTO GROUP: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Denver-based The TriZetto Group Inc.;
all ratings are removed from CreditWatch, where they were placed
with positive implications on Sept. 20, 2010.  "We also revised
the outlook on the company to stable from positive," S&P stated.

"At the same, we assigned a 'B' issue-level rating and '3'
recovery rating to TriZetto's proposed $750 million first-lien
senior secured credit facility, consisting of a $100 million
revolving credit facility due 2016 and a $650 million term loan
B due 2018.  The '3' recovery rating indicates our expectations
for meaningful (50%-70%) recovery for lenders in the event of a
payment default.  The company will use the proceeds from the new
senior secured facilities to refinance its existing debt and to
complete an acquisition," S&P noted.

"The rating on TriZetto reflects the company's narrow business
profile, tepid organic growth, highly leveraged financial profile,
and an acquisitive growth strategy," said Standard & Poor's credit
analyst Andrew Chang.  TriZetto's solid customer base, revenue
visibility and positive industry trends, reflecting increasing
adoption of electronic health records (EHR), partially offset
those factors.

"The outlook revision to stable reflects increased leverage pro
forma for the Gateway acquisition," added Mr. Chang.


TROPICANA ENT: Yung Wants Lightsway Amended Suit Dismissed
----------------------------------------------------------
Defendants William J. Yung, III; Wimar Tahoe Corporation, f/k/a
Tropicana Casinos and Resorts, Inc; and Columbia Sussex
Corporation ask the U.S. Bankruptcy Court for the District of
Delaware to dismiss in its entirety Lightsway Litigation
Services, LLC's Amended Complaint for failure to state a claim
pursuant to the Rules 7008 and 7012 of the Federal Rules of
Bankruptcy Procedure and Rule 8(a)(2) and 12(b)(6) of the Federal
Rules of Civil Procedure.

Lightsway serves as trustee of the Tropicana Litigation Trust.

The Amended Complaint asserts claims for breach of fiduciary
obligation against Mr. Yung; aiding and abetting Mr. Yung in
breach of fiduciary obligation against Columbia Sussex and Wimar;
breach of contract against Columbia Sussex and Wimar; breach of
implied covenant of fair dealing against Columbia Sussex and
Wimar; and equitable subordination against all of the Defendants.

Lightsway's second effort to adequately plead these causes of
action is again "woefully deficient," both legally and factually,
Sandra G. M. Selzer, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, contends.  She argues that the causes of
action are based on "conclusory allegations that violate
controlling pleading standards and does not set forth legally
plausible claims."

Ms. Selzer asserts that the Amended Complaint should be dismissed
for these reasons:

    * Lightsway's claim for breach of fiduciary duty does not
      sufficiently allege the existence of a fiduciary duty owed
      by Mr. Yung to the Debtors.  Mr. Yung did not owe a
      fiduciary duty to the Debtors as the alleged sole equity
      owner of the Debtors having the right to "financially
      enrich" himself and Wimar at the expense of the Debtors.
      Lightsway does not have standing to bring the claim for
      reach of a fiduciary duty, whereas here, improper conduct
      of Mr. Yung is imputed to the Debtors.

    * Since Lightsway's breach of fiduciary duty claim is
      precluded, its claim against Columbia Sussex and Wimar for
      aiding and abetting must also be dismissed.  The aiding
      and abetting claim is also precluded under the
      intracorporate conspiracy doctrine.

    * Lightsway has not alleged the existence of a valid
      contract or its essential terms, which were allegedly
      breached.

    * Lightsway's breach of the implied covenant of fair dealing
      fails because none of the relevant jurisdictions recognize
      such a claim as an independent cause of action based on
      the facts alleged by Lightsway, and that claim is nothing
      more than a regurgitation of its breach of contract claim.

    * Lightsway's equitable subordination claim does not allege
      sufficient facts establishing that Lightsway is entitled
      to such equitable relief.  The Amended Complaint also
      fails to allege that any of the claims sought to be
      subordinated have been "allowed," which is a prerequisite
      to pursuing such a claim.

The Defendants filed their Motion to Dismiss on April 1, 2011, in
accordance with a Court-approved stipulation among the parties
involved in Lightsway's Amended Complaint.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Steering Committee Demands Documents from E&Y
------------------------------------------------------------
The Steering Committee of Lenders to Tropicana entities known as
the OpCo Debtors asked the U.S. Bankruptcy Court for the District
of Delaware to compel Ernst & Young LLP to produce certain
documents responsive to the Steering Committee's January 21, 2011
First Request for the Production of Documents to the firm in
connection with the Steering Committee's objection to the firm's
final fee application.

Vivian A. Houghton, Esq., in Wilmington, Delaware, counsel to the
Steering Committee, notes that Ernst & Young has identified
certain non-privileged documents responsive to the Document
Requests that contain confidential tax information regarding the
Tropicana Delaware Debtors, which cannot be disclosed without
either a consent executed by the Debtors and various non-debtor
affiliates or an order of the Court.  Those documents include
detailed descriptions of the work that Ernst & Young performed in
connection with the preparation of the Debtors' tax returns.

Ernst & Young will produce the Confidential Tax Documents if
directed by the Court.  The Steering Committee has thus agreed to
extend the deadline by which Ernst & Young must produce documents
responsive to the Document Request until the date by which the
Court enters an order directing the firm to produce the
documents.

The Steering Committee has further agreed that all other
objections raised by Ernst & Young in its response to the
Steering Committee's Fee Objections are preserved.

In an order dated April 6, 2011, Judge Kevin J. Carey ordered
Ernst & Young to produce the Confidential Tax Documents
responsive to the Document Requests.

              K&E Seeks to Bifurcate Discovery
                & Hearing on Fee Objections

Kirkland & Ellis LLP asks Judge Carey to:

  (i) bifurcate discovery and hearing on objections to the final
      fee applications of certain professionals; and

(ii) further amend the amended order setting a discovery and
      hearing schedule for the Final Fee Applications.

Kirkland & Ellis specifically asks the Court to adopt a new
schedule that bifurcates the contested matter into two parts:

  (1) The Court should maintain the current hearing date for the
      dispute regarding the allocation of fees and expenses
      between the OpCo Debtors and the LandCo Debtors, but
      extend the discovery schedule related to that dispute by
      two weeks; and

  (2) The Court should reserve a hearing date approximately two
      months after the resolution of the "Allocation Dispute" to
      enable sufficient discovery before addressing the specific
      objections to the professionals' fee applications.

As previously reported, the LandCo Debtors filed an omnibus
objection to the final fee applications of AlixPartners, LLP;
Capstone Advisory Group; Ernst & Young, LLP; Lazard Freres & Co.;
Lionel, Sawyer & Collins; Morris, Nichols, Arsht & Tunnell LLP;
Paul, Hastings, Janofsky & Walker LLP; Richards, Layton & Finger,
P.A.; Stroock & Stroock & Lavan; and Warren H Smith & Associates,
P.C. as well as a separate objection to the final fee application
of Kirkland & Ellis.  The Steering Committee of Lenders to the
OpCo Debtors also filed an omnibus objection to the final fee
applications of AlixPartners, Capstone, E&Y, Kirkland, KPMG LLP,
Lazard, Paul Hastings, Richards Layton, and Stroock.

Stephen C. Hackney, Esq., counsel for Kirkland & Ellis, notes
that many of the objections filed by the OpCo Steering Committee
and the LandCo Debtors relate to overlapping or similar issues.
In general, the Fee Objections can be grouped into four
categories: (i) the Allocation Dispute, (ii) the reasonableness
objections, (iii) the Lazard completion fee objection, and (iv)
the Kirkland malpractice and conspiracy objection.

The amended and bifurcated schedule, Mr. Hackney tells the Court,
will allow these matters to proceed in a reasonable fashion that
will enable the parties and the Court to focus on an effective
threshold issue, which is allocation, the resolution of which
could promote settlement discussion.

"Moreover, bifurcating the matter is necessary because the
current discovery schedule is unworkable," Mr. Hackney contends.
The Current Scheduling Order, he notes, does not provide enough
time to conduct all of the depositions that have been noticed.
About 37 depositions of 29 unique deponents have been noticed for
a 10-day period from March 30 through April 8, 2011, while many
professionals still have not received any documents or been able
to agree on a schedule for their depositions, he points out.  As
a result, there are several pending discovery disputes, which
have and will continue to delay the parties' efforts to prepare
for the hearing.

The number of pending issues and parties has restricted
meaningful coordination and settlement discussions among the
parties, according to Mr. Hackney.

"In total, the OpCo Steering Committee and the LandCo Debtors
have raised 21 objections to the Final Fee Applications of 12
different professionals," Mr. Hackney says.  The LandCo Debtors
and the OpCo Steering Committee have requested the disallowance
of more than $19,000,000 in fees and expenses; and the LandCo
Debtors and the OpCo Steering Committee themselves are engaged in
a dispute regarding the allocation of fees and expenses among the
Debtors.

Kirkland & Ellis proposes a schedule that allows discovery on the
Allocation Dispute to continue through April 22 with the aim to
resolve that dispute at the hearing scheduled for May 11 to 12.
After the resolution of that issue provides clarity regarding the
magnitude of each Objector's dispute with the various
professionals, the parties should engage in discovery on the
objections raised against the professionals, with a hearing on
those issues to be scheduled approximately two months after the
resolution of the Allocation Dispute, Mr. Hackney relates.

The proposed Second Amended Scheduling Order extends the dates
and deadlines for the Allocation Dispute by two weeks; maintains
the current hearing date for the Allocation Dispute; and extends
the dates and deadlines for the remaining objections until after
the resolution of the Allocation Dispute.

A copy of the proposed Second Amended Scheduling Order and a
blacklined version comparing the Second Amended Scheduling Order
to the Amended Order are available at no charge at:

http://bankrupt.com/misc/Tropi_Prop2ndAmSkedOrdBifu033011.pdf

          Joinders and Responses to Bifurcation Motion

Stroock & Stroock & Lavan LLP and AlixPartners, LLP, join in and
fully support the Bifurcation Motion of Kirkland & Ellis.
Capstone Advisory Group, LLC and Ernst & Young LLP have also
expressed to AlixPartners their full support for the Bifurcation
Motion and Joinder.

The Liquidating LandCo Debtors and Tropicana Las Vegas, Inc. aver
that they do not oppose the relief requested in Kirkland's
Bifurcation Motion, and state that bifurcating the Allocation
Dispute from the remaining issues subject to the Fee Objections
"makes good sense."

On behalf of the Tropicana Parties, M. Blake Cleary, Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
agrees that resolving the Allocation Dispute before addressing
the reasonableness and allowance of the Professionals' final fee
requests will minimize -- if not eliminate -- the Professionals'
involvement in the Allocation Dispute and should promote
settlement discussions relative to the remaining fee issues.

The Tropicana Parties, however, are concerned that the proposed
Second Amended Scheduling Order unilaterally shortens the period
within which parties may prepare their prehearing memoranda after
submission of responses to the Fee Objections by the
Professionals to one week, and requires that the prehearing
memoranda be filed at the same time as the joint pretrial
memorandum.  Mr. Cleary asserts that the Tropicana Parties is
entitled two weeks to review and respond to the Professionals'
responses to the LandCo Fee Objection.  Accordingly, the
Tropicana Parties submitted an alternative form of scheduling
order that restores the previous briefing time periods, a copy
and a blacklined version of which are available at no charge at:

http://bankrupt.com/misc/Tropi_TropLVprop2ndAmSked040511.pdf

The Steering Committee also supports the Bifurcation Motion and
believes that it can streamline the case; save judicial
resources; eliminate some costly discovery; and may lead to
fruitful settlement discussions.

The Steering Committee, however, believes that some
irregularities may have occurred, which require a certain amount
of discovery to take place.  The Steering Committee specifically
requests (i) an additional week to take discovery of certain
witnesses after it receives all the documents it has requested,
and (ii) that depositions not be limited to 3-1/2 hours, but
rather a six-hour limitation be in place and that it be allowed
to take a total of nine depositions.

Moreover, the Steering Committee objects to the attempt by
Kirkland & Ellis to insert a certain paragraph into the order,
which paragraph was not in the previously circulated proposed
order.  According to Vivian A. Houghton, Esq., in Wilmington,
Delaware, counsel to the Steering Committee, the paragraph which
provides, "The resolution of the Allocation Dispute will create,
at most, an inter-Debtor claim and will not result in
disgorgement of fees or expenses from any of the Professionals,"
is substantive in nature and in effect, attempts to resolve a
major issue in the case without discovery and briefing, and on
shortened notice.

In light of the issues raised and the fact that it has not
received all requested documents, the Steering Committee seeks an
April 29, 2011 cut-off date, instead of the proposed date of
April 22 in order to make certain depositions.  The Steering
Committee plans on taking these depositions:

    * AlixPartners, LLP, Rule 30(b)(6) Representative and John
      Castellano and Robert Allbergotti;
    * Lazard Freres & Co., Patrick Shropshire;
    * The LandCo Debtors, Rule 30(b)(6) Representative;
    * Kirkland & Ellis LLP, Rule 30(b)(6) Representative;
    * Stroock & Stroock & Lavin, Rule 30(b)(6);
    * Ernst & Young, LLP, Rule 30(b)(6) Representative; and
    * Capstone Advisory Group, LLP, Rule 30(b)(6)
      Representative.

Assuming that the Bifurcation Motion is granted, the Steering
Committee urges the Court to ask each party who they plan to
depose and call as witnesses in order to determine if the amended
schedule is workable.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UNIGENE LABORATORIES: To Invest $1.5 Million in Tarsa
-----------------------------------------------------
Unigene Laboratories, Inc., announced that on April 8, 2011, along
with the founding investors of Tarsa Therapeutics, the Company
entered into an agreement to purchase $1.5 million in convertible
promissory notes and warrants from Tarsa to help fund Tarsa's
business operations into the first half of 2012.  Tarsa has
selected Unigene to conduct the stability testing for its oral
calcitonin and has agreed to pay Unigene $1.04 million for these
services.  The stability testing results will be included in
Tarsa's new drug application to the Food and Drug Administration
that Tarsa expects to file before the end of 2011.  Unigene
licensed development and commercialization rights to its oral
calcitonin product to Tarsa in 2009.

Ashleigh Palmer, Unigene's President and Chief Executive Officer
stated, "Our strategic investment in Tarsa sends a clear signal of
our confidence in its potential to be the first oral calcitonin to
reach the market, bolstered by the positive Phase 3 top-line
results from the ORACAL study announced last month.  We believe
Tarsa is committed to making significant advancements over the
course of the year with its partnering discussions and
commercialization strategy.  Tarsa's success in advancing its oral
calcitonin through regulatory approval has the potential to
represent a major game-changing event for Unigene, and we believe
maintaining a 20% ownership on a fully diluted basis in Tarsa will
maximize the value of this asset to our shareholders."

On March 24, 2011 Unigene announced that statistically significant
top-line results from Tarsa's Phase 3 ORACAL study of oral
calcitonin for postmenopausal osteoporosis validate its
proprietary oral peptide drug delivery technology.  The ORACAL
study achieved its primary endpoint that was agreed with the FDA
through a formalized Special Protocol Assessment process.  Tarsa
also plans to submit a Marketing Authorization Application to the
European Medicines Agency in the first half of 2012.

Unigene announced that following the $1.5M investment in Tarsa and
upon receipt of the service fees to conduct the stability testing
of the oral calcitonin product, its cash runway is expected to
extend into the second half of 2012.

                  About the Phase 3 ORACAL Study

The ORACAL study is a Phase 3 multinational, randomized, double-
blind, double-dummy placebo-controlled trial of oral recombinant
salmon calcitonin compared to commercially available synthetic
salmon calcitonin administered by nasal spray.  The ORACAL study's
primary endpoint was the percent change in lumbar spine bone
mineral density (BMD) after one year of treatment.  The results of
the study demonstrated that oral salmon calcitonin was
significantly superior to placebo and non-inferior to nasal salmon
calcitonin spray in increasing BMD at the lumbar spine after one
year of treatment.  The trial enrolled 565 postmenopausal women
with established osteoporosis in six countries.  The trial also
assessed the tolerability of oral calcitonin, which was similar to
that of calcitonin administered by nasal spray and to placebo.
Tarsa expects that the full data from the study will be presented
in a prestigious, peer-reviewed forum in the second half of 2011.

Calcitonin is approved for the treatment of postmenopausal
osteoporosis, but its use has been limited by the fact that it is
currently available only in intranasal and injectable forms.  The
efficacy of this oral calcitonin tablet formulation in delivering
the desired blood levels of calcitonin and reducing levels of
biomarkers of bone resorption has been demonstrated by Unigene in
prior clinical studies.

         About Unigene's Investment in Tarsa Therapeutics

On April 8, 2011 Unigene purchased from Tarsa (i) a convertible
promissory note in the original principal amount of $1,517,999.95
and (ii) a warrant to purchase up to an aggregate of 157,349
shares of Tarsa's Series A Convertible Participating Preferred
Stock.  The Note accrues interest at a rate equal to 8% per annum
and matures on March 31, 2012, subject to earlier conversion or
acceleration.  The Warrant is exercisable immediately and for a
period of eight years at an exercise price of $1.00 per share,
which is subject to adjustment as set forth in the Warrant.

In 2009, Unigene licensed its proprietary late-stage oral
calcitonin program to Tarsa Therapeutics, a venture-financed
company founded to conduct Phase 3 clinical testing and oversee
commercialization arrangements for the oral calcitonin product.
Tarsa owns exclusive development and worldwide commercialization
rights to Unigene's oral calcitonin product, with the exception of
China.  Unigene currently owns a 20% stake in Tarsa on a fully
diluted basis, subject to the potential for further dilution, and
is eligible to receive sales-related milestone payments and
royalties on worldwide sales.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $28.47 million
in total assets, $68.89 million in total liabilities and $40.42
million in total stockholders' deficit.


VITRO SAB: Refiles Chapter 15 Petition as Mexico Case Reinstated
----------------------------------------------------------------
Vitro SAB on April 14 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).

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 Chapter 15 petition following the ruling by the Mexican court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

As of Dec. 31, 2010, Vitro's aggregate outstanding third-party
consolidated indebtedness was approximately $1.710 billion.  In
addition, Vitro SAB's aggregate outstanding indebtedness to its
direct and indirect subsidiaries was approximately $2.022 billion.

                       About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and is seeking to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and 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).

Vitro SAB on April 6 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.


VITRO SAB: Chapter 15 Case Summary
----------------------------------
Chapter 15 Debtor: Vitro, S.A.B de C.V.
                   Av. Ricardo Margain Zozaya # 400
                   Col. Valle del Campestre
                   San Pedro Garza Garca, N.L. 66265
                   Mexico

Chapter 15 Case No.: 11-11754

Chapter 15 Petition Date: April 14, 2011

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

Judge: Sean H. Lane

About the Debtor: Vitro S.A.B. (BMV: VITROA) 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 SAB commenced 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.  Vitro
                  withdrew the Chapter 15 petition after a Mexican
                  Court dismissed the Concurso Mercantil
                  proceedings in Mexico in January 2011.

                  Vitro has filed a new Chapter 15 case after an
                  appellate court in Mexico in April reinstated
                  the prepackaged reorganization Vitro filed last
                  year under that country's concurso mercantile.

Foreign
Representative:   Alejandro Francisco Sanchez-Mujica, as
                  Foreign Representative of
                  Vitro, S.A.B de C.V.
                  Miami, FL 33131

Foreign
Representative's
Counsel:          Dennis F. Dunne, Esq.
                  MILBANK, TWEED, HADLEY & MCCLOY LLP
                  1 Chase Manhattan Plaza
                  New York, NY 10005
                  Tel: (212) 530-5000
                  Fax: (212) 530-5219
                  E-mail: ddunne@milbank.com

Estimated Assets: More than US$1 Billion

Estimated Debts: More than US$1 Billion

Affiliates that elected to send themselves to Chapter 11
protection in the U.S. on April 6, 2011, before the U.S.
Bankruptcy Court for the Northern District of Texas, in Dallas:

       Debtor                          Case No.
       ------                          --------
       Vitro America, LLC              10-47473
       Super Sky Products, Inc.        10-47475
       Super Sky International, Inc.   10-47476
       VVP Finance Corporation         10-47482

The four entities were among the 16 subject to involuntary Chapter
11 petitions filed by noteholders who oppose Vitro's plan, namely
Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund,
Inc., Davidson Kempner Distressed Opportunities Fund LP, and
Brookville Horizons Fund, L.P. -- which hold US$75 million, or
approximately 6% of the outstanding bond debt.


WASHINGTON MUTUAL: FDIC Seeks Dismissal of Reconveyance Actions
---------------------------------------------------------------
Bankruptcy Law360 reports that the Federal Deposit Insurance
Corp., as receiver for Washington Mutual Inc., asked a California
federal judge Monday to throw out proposed class action lawsuits
seeking damages for the belly-up bank's failure to properly record
reconveyances of home loans.

Since WaMu no longer exists, the FDIC told the U.S. District Court
for the Central District of California, the suits are now governed
by the Financial Institutions Reform Recovery, and Enforcement Act
of 1989 (FIRREA).

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan Chase Bank, N.A., upon which the Plan is premised,
and the transactions contemplated therein, are fair, reasonable,
and in the best interests of WMI.  Additionally, the Opinion and
related order denied confirmation, but suggested certain
modifications to the Company's Sixth Amended Joint Plan of
Affiliated Debtors that, if made, would facilitate confirmation.

Washington Mutual has filed with the U.S. Bankruptcy Court for the
District of Delaware a Modified Sixth Amended Joint Plan and a
related Supplemental Disclosure Statement.  The Company believes
that the Modified Plan has addressed the Bankruptcy Court's
concerns and looks forward to returning to the Bankruptcy Court to
seek confirmation of the Modified Plan.   The hearing for approval
of the Disclosure Statement is set for March 21.


WATCHWOOD LLC: Trustee to Auction Off Hagerstown Hotel
------------------------------------------------------
Herald-Mail.com reports that Richard E. Hagerty, substitute
trustee with Troutman Sanders LLP of McLean, Virginia, held a
foreclosure auction for the Hagerstown Hotel and Convention Center
property.  VFC Partners 8 LLC submitted a $2 million bid for the
Hotel at the auction.

According to the report, VFC is the owner of the promissory note
on the hotel and convention center.  Once the sale receives
approval from Washington County Circuit Court, VFC will acquire
ownership of the 108-room hotel and convention center situated on
more than six acres at 1910 Dual Highway.

                      About Watchwood LLC

Watchwood LLC bought the Hagerstown Hotel & Convention Center from
the late restaurateur and businessman Nick Giannaris in 2006 for
$7.4 million.

The property was scheduled for a foreclosure auction in August
2009, but the owners filed for Chapter 11 bankruptcy protection
just hours before the auction was scheduled to begin.  Chapter 11
documents filed at that time showed the owners owed BB&T
$5.5 million.

Based in Hagerstown, Maryland, Watchwood LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Md. Case No. 09-24690) on
Aug. 10, 2009.  Judge Thomas J. Catliota presides over the case.
Craig Palik, Esq., represents the Debtor.  The Debtor estimated
assets of less $50,000, and estimated debts of between $1 million
and $10 million.


WAVE HOUSE: Wants Plan Filing Exclusivity Until June 1
------------------------------------------------------
Wave House Belmont Park LLC asks the U.S. Bankruptcy Court
Southern District of California to extend its exclusive periods
to:

   (a) file a Chapter 11 plan until June 1, 2011; and
   (b) solicit acceptances of that plan until July 30, 2011.

The Debtor contends that it needs more time to resolve a large
contingency in its adversarial action over a lease of a park filed
against the city of San Diego, California, before it can file a
plan of reorganization.  The Debtors adds that the resolution of
this contingency will determine what "shape" its plan will take.

The hearing to consider the extension motion is continued to
April 28, 2011.  The hearing was originally set for Feb. 11, 2011,
but was subsequently continued.

San Diego, California-based Wave House Belmont Park, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
10-19663) on Nov. 3, 2010.  John L. Smaha, Esq., at Smaha Law
Group, APC, assists the Debtor in its restructuring effort.

Wave House, the company that operates the San Diego amusement area
Belmont Park, filed for bankruptcy protection after the city
imposed an eightfold increase in rent, Dow Jones' Small Cap
reported early November.


WAVE HOUSE: Amends Schedules of Assets and Liabilities
------------------------------------------------------
Wave House Belmont Park LLC submitted to the U.S. Bankruptcy Court
for the Southern District of California its amended schedules of
assets and liabilities, disclosing:

Name of Schedule                        Assets      Liabilities
----------------                        ------      -----------
A. Real Property                   $20,000,000
B. Personal Property                $8,225,298
C. Property Claimed as Exempt
D. Creditors Holding Secured Claims                 $16,507,623
E. Creditors Holding Unsecured
    Priority Claims                                     $508,843
F. Creditors Holding Unsecured
    Non-priority Claims                                 $594,589
                                    -----------      -----------
       TOTAL                        $28,225,298      $17,611,056

A copy of the Amended Schedule is available for free at:

     http://bankrupt.com/misc/WaveHouse_AmdSAL_01282011.pdf

San Diego, California-based Wave House Belmont Park, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
10-19663) on Nov. 3, 2010.  John L. Smaha, Esq., at Smaha Law
Group, APC, assists the Debtor in its restructuring effort.

Wave House, the company that operates the San Diego amusement area
Belmont Park, filed for bankruptcy protection after the city
imposed an eightfold increase in rent, Dow Jones' Small Cap
reported early November.


WOLVERINE TUBE: Files First Chapter 11 Plan after Pension Deal
--------------------------------------------------------------
Bankruptcy Law360 reports that Wolverine Tube Inc. filed its first
Chapter 11 joint plan for reorganization on Wednesday after
reaching a settlement agreement with its pension plan manager the
Pension Benefit Guaranty Corp.

Law360 relates that cash payments under the plan will be funded
by, among other things, Wolverine's business operations or the
sale of assets, according to the proposed plan, filed in
bankruptcy court.

As reported in the Troubled Company Reporter on April 12, 2011,
Wolverine Tube, Inc., signed a memorandum of understanding with
the Pension Benefit Guaranty Corporation relating to a settlement
of claims asserted by the PBGC.  The settlement terms will be
incorporated into Wolverine's plan of reorganization and have the
support of the company's noteholders who earlier agreed to support
the reorganization plan.  The settlement remains subject to final
effectiveness of Wolverine's reorganization plan, which is
anticipated in the next 60 days, and the termination of
Wolverine's defined benefit Retirement Plan in accordance with
statutory requirements.  Wolverine intends to move forward
expeditiously to obtain Bankruptcy Court approval of its
disclosure statement, complete its reorganization and emerge from
bankruptcy.

                         About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and
$237 million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

No official committee of unsecured creditors has been appointed in
the case.

The Debtors filed a prearranged chapter 11 plan proposing to pay
unsecured creditors in full and turning ownership of the
reorganized company over to their noteholders.


Z TRIM HOLDINGS: Incurs $10.91 Million Net Loss in 2010
-------------------------------------------------------
Z Trim Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$10.91 million on $903,780 in total revenues for the year ended
Dec. 31, 2010, compared with a net loss of $12.21 million on
$559,910 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 $5.78 million in
total assets, $18.21 million in total liabilities, $326,885 in
total commitments & contingencies and $12.75 million in total
stockholders' deficit.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.

The Company said that for the year ended Dec. 31, 2009, it did not
have enough cash on hand to meet its current liabilities or to
fund on-going operations beyond one year.  As a result, the report
of independent registered public accounting firm included an
explanatory paragraph in respect to the substantial doubt of the
Company's ability to continue as a going concern.

The Company's cash on hand as of Dec. 31, 2010 is $2,327,013.
Since June 2010, the Company brought in $8,170,988 in funds
through the sale of Preferred Stock, and our investors converted
approximately $8,100,000 of convertible debt into common stock.
In addition to the fundraising efforts, the Company intends to
make capital expenditures necessary to increase its capacity and
to reduce its cost per pound.  Due to the expected increase in
production capacity, the Company anticipates its sales for fiscal
year ended Dec. 31, 2011 will approximately double those of fiscal
year ended Dec. 31, 2010.

Although the Company has recurring operating losses and negative
cash flows from operating activities, the Company has positive
working capital and believe it has enough cash on hand to satisfy
current obligations.  If the Company is unsuccessful in its plans
to increase revenue and capacity, the impact may have a material
impairment on its ability to continue as a going concern.

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

                       http://is.gd/VBR1wK

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.


* Hinshaw Grows Florida Offices With 8 Ex-Yoss Attorneys
--------------------------------------------------------
Bankruptcy Law360 reports that Hinshaw & Culbertson LLP on Tuesday
announced an expansion of its Florida offices with the addition of
eight attorneys from Yoss LLP, including the former chairs of the
firm's real estate and bankruptcy practices.

The new additions bring seven new partners, who started Monday, to
Hinshaw's Miami and Fort Lauderdale, Fla., offices, including:

  -- Neil Rollnick, the former chair of Yoss's real estate
     practice and partner-in-charge of the firm's Coral Gables
     office;

  -- Charles Tatelbaum, the former head of Yoss's bankruptcy and
     creditors' rights practice;

Former Yoss partners joining Hinshaw include Mitchell Bloomberg,
Steven Cronig, Fernando Garcia, and Elizabeth Baker.  Former Yoss
senior associates Douglas Swalina and Jesse Keenan join Hinshaw as
partner.


* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors,
               Volumes I and II
------------------------------------------------------------------
Author: James Avery-Webb
Publisher: Beard Books
Softcover: 788 pages for both volumes
Price: $34.95 each volume; $49.95 set
Review by Henry Berry

Voluntary Assignments for the Benefit of Creditors is a 1999
update of the classic nineteenth-century work on the important
financial and business instrument known as "voluntary
assignments."  The author of the original edition was Alexander M.
Burrill, a noted legal scholar who also wrote a law dictionary and
several other texts.  Voluntary Assignments for the Benefit of
Creditors is now in its sixth edition, with Avery-Webb authoring
the update.

As defined by the authors, voluntary assignments for the benefit
of creditors are "transfers, without compulsion of law, by
debtors, of some or all of their property to an assignee or
assignees, in trust to apply the same, or the proceeds thereof, to
the payment of some or all of their debts, and to return the
surplus, if any, to the owner."  Voluntary assignments offer
businesspersons from small business owners to corporate executives
great flexibility in raising capital.  Considering the many ways
that businesses can enter into voluntary assignments, the
different ways of valuing properties "assigned," and the changing
value of these properties over time, the law governing voluntary
assignment is complex.

The authors tackle the subject of voluntary assignments in all its
breadth and depth.

During the 1800s, when Burrill's work first came out, there were
innumerable cases dealing with voluntary assignments.  The case
law of the 1800s remains authoritative, informative, and
instructive today.

To render it comprehensible, the authors break down the subject
matter into its many facets, thereby allowing lawyers and others
to quickly reference areas of interest.  These cases are listed
alphabetically, and comprise more than fifty pages in a front
section titled "Table of Cases."  Cases are also referred to in
the text proper and in copious footnotes.

The format of the text, including the footnotes, is the standard
followed by many legal texts and handbooks, notably the multi-
volume American Jurisprudence.  The sections are numbered
consecutively in forty-five chapters.  There are 458 sections in
all.  The sections are relatively short, even though the subject
of voluntary assignments is complex and there is bountiful case
law.

Readers can peruse general topics such as execution of the
assignment, construction of assignments, sale of the assigned
property, and the rights, duties, and powers of the assignee.
More specific, detailed topics can be accessed using the index.
There are two appendices.  The first contains synopses of the
statutes of every state and territory on voluntary assignments.
The second appendix contains nearly thirty standard forms that can
be used for various aspects of assignments.

Although voluminous and rigorous in its commentary and legal
citations, the two-volume Voluntary Assignments for the Benefit of
Creditors is neither dense nor ungainly.

Like a good lawyer breaking down a case so it can be comprehended
by a jury of average persons, so does Burrill and Avery-Webb deal
with the topic of voluntary assignments.

Born in 1868 in Tennessee, James Avery-Webb (d. 1953) had a career
as a prominent attorney in New York City.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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