TCR_Public/110419.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, April 19, 2011, Vol. 14, No. 108

                            Headlines

34501 QUINCY: Case Summary & 16 Largest Unsecured Creditors
4KIDS ENTERTAINMENT: Gets Additional 30 Days to File Schedules
ADOBE TRUCKING: U.S. Trustee Forms 3-Member Creditors Committee
ADVOCATE FINANCIAL: Ch. 11 Trustee Gets OK to Retain Accountant
AES THAMES: Has Access to CL&P Cash Collateral Until May 3

AES THAMES: Wants to Enter into Insurance Premium Finance Pact
ALABAMA AIRCRAFT: May 3 Hearing on Pension Plan Termination
ALLEN CAPITAL: Amended Disc. Statement Ahead of Monday's Hearing
AMBASSADORS INT'L: Whippoorwill Purchase Slowed by Committee
AMBASSADORS INT'L: Committee Has Lowenstein Sandler as Counsel

AMERICAN APPAREL: In Talks for Up to $10MM in Rescue Financing
AMERICAN DIAGNOSTIC: U.S. Trustee Forms 3-Member Creditors' Panel
AMERICAN DIAGNOSTIC: Creditors Committee Taps K&L Gates as Counsel
AMERICAN DIAGNOSTIC: Cash Collateral Hearing Set for Thursday
AMERICAN ROCK: S&P Lowers Rating on $300-Mil. Loan to 'B+'

AMERICANWEST BANCORP: U.S. Wants Prepetition Tax Disclosure
APPLEJACK ART: Ordered to Pay $1.5 Million to Ex-VP A. Stephens
APPLY 2 SAVE: Embarrassing Facts Can't Be Sealed, Judge Rules
ART COLLECTION: Files Schedules of Assets & Liabilities
ART COLLECTION: Section 341(a) Meeting Scheduled for May 10

ART COLLECTION: Proposes Eric A. Liepins as Bankruptcy Counsel
ARTLOAN FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
ASNACO LLC: Hearing on BB&T's Dismissal Request Thursday
ATLANTA LIFE: AM Best Upgrades Financial Strength Rating to 'B-'
AVONDALE GATEWAY: Subrogation Agreement Transfers Right to Vote

BANKS HOLDING: Must Appear and Show Cause Thursday
BAYVIEW HOLDINGS: To Present Plan for Confirmation July 12
BELTWAY 8: Taps FGM as Counsel for Alabama State Court Case
BERNARD L MADOFF: Trustee Names JPMorgan Officers on Account
BLOCKBUSTER INC: Dish Plans to Assume More Than 500 Stores

BORDERS GROUP: Committee Wins OK for BDO as Financial Advisor
BORDERS GROUP: UBS Has 3.29 Mil. Shares of Stock
BORDERS GROUP: Borders Online's Schedules and Statement
BRUNDAGE-BONE: Plan Exclusivity Extended to May 31
BRUNSWICK CORP: S&P Raises Corporate Two Notches to 'B+'

BURGER KING: Moody's Rates $400MM Notes for Dividend 'Caa1'
C&C LAND: Voluntary Chapter 11 Case Summary
CALIENTE SPRINGS: Case Summary & 2 Largest Unsecured Creditors
CALIFORNIA STEEL: S&P Withdraws 'BB-' Corporate Credit Rating
CAPITALSOURCE INC: Fitch Cuts Issuer Default Ratings to 'BB-'

CAREMORE HOLDINGS: S&P Raises Counterparty Credit Rating to 'B+'
CARLISLE APARTMENTS: Court Extends Plan-Filing Exclusive Period
CAVE LAKES: Receives Dismissal of Chapter 11 Case
CCS CORPORATION: Bank Debt Trades at 4% Off in Secondary Market
CHINA AGRITECH: Receives Notice of Delisting from Nasdaq

CIVIC PARTNERS: Case Summary & 6 Largest Unsecured Creditors
CLEAR CHANNEL: Bank Debt Trades at 11% Off in Secondary Market
C.M.B. III: Hearing on Further Use of Cash Collateral on April 26
C.M.B. III: Ch. 11 Trustee Retains Ryley Carlock as Counsel
CMHA-TCB I: Wants Access to Cash Collateral Until December

CMHA-TCB V: Wants Access to Cash Collateral Until December
COLONIAL BANCGROUP: FDIC Asks for Conversion to Ch. 7 Liquidation
COMMUNITY CHOICE: Moody's Assigns 'B3' Corporate Family Rating
COMMUNITY CHOICE: S&P Hikes LT Counterparty Credit Rating to 'B'
CRC HEALTH: S&P Affirms 'B-' Corporate Credit Rating

CREDIT-BASED ASSET: Selects Ernst & Young as Tax Advisor
CSR FOODS: Case Summary & 13 Largest Unsecured Creditors
DAMON PURSELL: Plan Solicitation Period Extension Denied Anew
DAN STANBROUGH: Bankruptcy Judge Dismisses Chapter 11 Case
DEEP DOWN: Obtains Financial Covenants Waiver from Lenders

DEX MEDIA EAST: Bank Debt Trades at 21% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 10% Off in Secondary Market
DHC GROUP: AM Best Affirms 'B-' Financial Strength Rating
DRYSHIPS INC: Ocean Rig Signs $800-Mil. Secured Term Loan Facility
DUKE AND KING: Court Sets May 30 Administrative Claims Bar Date

EAST COAST: Files Schedules of Assets & Liabilities
EAST COAST: Section 341(a) Meeting Scheduled for May 18
EMAK WORLDWIDE: Plan Headed for June 5 Confirmation Hearing
EMIVEST AEROSPACE: Former HQ Set for Auction on Wednesday
ENERGY FUTURE: Moody's Keeps 'Caa2' Corporate; Outlook Now Stable

FB&F ENTERTAINMENT: Case Summary & 16 Largest Unsecured Creditors
FIRST BANCORP: Has $524.3-Mil. Revised Net Loss for 2010
FRED LEIGHTON: Esmerian Pleads Guilty to Fraud, Concealing Assets
FREE AND CLEAR: Section 341(a) Meeting Scheduled for May 12
GARY PHILLIPS: Seeks 120-Day Extension of Exclusive Filing Period

GEM PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: Treasury Mulls Sale of Remaining Stake This Summer
GIORDANO'S ENTERPRISES: Hires James Roche for Oakbrook Litigation
GIORDANO'S ENTERPRISES: Files Schedules of Assets and Liabilities
GLAZIER GROUP: Committee Taps FTI Consulting As Financial Advisor

GOLD HILL: Case Summary & 12 Largest Unsecured Creditors
GRAHAM PACKAGING: Fitch Puts 'B' Rating on Watch Positive
GREAT ATLANTIC & PACIFIC: Selling 25 Super-Fresh Stores
GREAT NORTHWEST: AM Best Reviews 'B' Financial Strength Rating
GRUBB & ELLIS: Closes Credit Facility with Colony Capital

GUITAR CENTER: Bank Debt Trades at 4% Off in Secondary Market
GULFSTREAM CRANE: Liquidating Trustee Taps J. G. Moses as Counsel
GULFSTREAM INT'L: Has Plan Exclusivity Until July 2
H & S: Files Schedules of Assets & Liabilities
HAMBONE DOG: Court Confirms Amended Chapter 11 Plan

HARBORSIDE ASSOCIATES: Voluntary Chapter 11 Case Summary
HAZBETH PROPERTY: Case Summary & 2 Largest Unsecured Creditors
HERCULES OFFSHORE: Bank Debt Trades at 2% Off in Secondary Market
HHREGG INC: S&P Withdraws 'B+' Corporate Credit Rating
HOWREY LLP: Law Firm Hit with Involuntary Chapter 7 Filing

INDIANAPOLIS DOWNS: Taps FD US as Communications Consultant
INNKEEPERS USA: Midland Objects to CRO's $2 Million Bonus
INTERSTATE AUTO: AM Best Cuts Financial Strength Rating to 'C++'
IRON MOUNTAIN: Moody's Says Ratings Unaffected by CEO's Departure
KIWA BIO-TECH: Posts $2.275 Million Net Loss in 2010

LACK'S STORES: Wants Until Sept. 13 to Propose Chapter 11 Plan
LAMAR MEDIA: S&P Holds 'B+' Corp. Credit Rating; Outlook Positive
LEHMAN BROTHERS: Creditors Want Uniform Process for Disclosures
LEHMAN BROTHERS: Creditors Committee Backs Innkeepers Deal
LEHMAN BROTHERS: Black River, et al., to Return $625MM to LBI

LEVEL 3: Bank Debt Trades at 2% Off in Secondary Market
LEVITT & SONS: Settles Securities Class Action
LIBI LABS: Case Summary & 10 Largest Unsecured Creditors
LIGHT FOOT: Case Summary & 7 Largest Unsecured Creditors
LIVE NATION: Moody's Cuts Corporate to 'B1'; Outlook Stable

LUXURY PROPERTIES: Voluntary Chapter 11 Case Summary
LV KAPOLEI: Files Schedules of Assets & Liabilities
LV KAPOLEI: Has Interim OK to Hire Wagner Choi as Bankr. Counsel
MDC PARTNERS: "Very High Leverage" Cues Moody's Negative Outlook
MDC PARTNERS: S&P Lowers Corporate Credit Rating to 'B+'

MEDAY SEVENTH: Voluntary Chapter 11 Case Summary
METALINK LTD: Shares to be Delisted from NASDAQ
METCAB LLC: Case Summary & 20 Largest Unsecured Creditors
MFJT LLC: Schedules and Statement of Fin'l Affairs Due Friday
MICHAEL FOODS: S&P Lowers Corporate Credit Rating to 'B'

MMFX CANADIAN: Hearing on Further Plan Control Tomorrow
MMM FARMLAND: Case Summary & Unsecured Creditor
MP-TECH AMERICA: Kia and Hyundai Supplier to Sell Business
MYLER CHURCH: Voluntary Chapter 11 Case Summary
NEIGHBORS INVESTMENTS: Case Summary & 15 Largest Unsec Creditors

NEW JERSEY MOTORSPORTS: Has Final Cash-Use Approval
NEW STREAM: Sets Aside April 25 Plan Hearing Due to Objections
NO FEAR: U.S. Trustee Forms Creditors Committee for No Fear MX
NO FEAR: Gets Interim Nod to Use Cash Collateral Until May 22
NORTEL NETWORKS: BlackBerry Maker May Bid vs. Google for Patents

PENDLETON APARTMENTS: To Seek Approval of Liquidating Plan Friday
PJ FINANCE: U.S. Trustee Adds Two Members to Creditors Committee
POTTERS HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
PREMIER GOLF: Voluntary Chapter 11 Case Summary
RADIO SYSTEMS: S&P Outlook Now Negative as EBITDA Cushion Drops

RANCHO PALMIRA: Case Summary & 10 Largest Unsecured Creditors
RTL-WESTCAN: DBRS Confirms 'B' Issuer Rating
SAGEWOOD LLC: Case Summary & 7 Largest Unsecured Creditors
SECURITY TITLE: Case Summary & 20 Largest Unsecured Creditors
SENSUS METERING: Moody's Gives Stable Outlook With Refinancing

SHILO INN: Case Summary & Creditors' Lists
SOON JOO: Case Summary & 2 Largest Unsecured Creditors
SOUTH BAY EXPRESSWAY: Court to Confirm Reorganization Plan
SPANISH BROADCASTING: Receives NASDAQ Staff Determination
ST. AUGUSTINE: Case Summary & 6 Largest Unsecured Creditors

SUNNYBROOK FARMS: Case Summary & 20 Largest Unsecured Creditors
TARDY-CONNORS GROUP: Bank Puts Monson Plant for May 5 Auction
TAVERN ON THE GREEN: Trademark License Ownership Settled
TEXAS COMPETITIVE: Fitch Puts 'B+/RR1' Rating on New Notes
TEXAS HILL: Secured Creditor Wants Sale Proceeds Distributed

TOUSA INC: To Sell 71 Acres in Houston for $500,000
TRIBUNE CO: Bank Debt Trades at 30% Off in Secondary Market
TRIBUNE CO: Former Officers Want Claims Deemed Timely Filed
TRICO MARINE: Unit Out-of-Court Offer Extended Until April 20
TRIUMPH GROUP: S&P Affirms 'BB'; Outlook Upgraded to Stable

ULTERRA HOLDINGS: S&P Assigns 'B-' Corporate Credit Rating
UNITY HOUSE: Files for Bankruptcy to Repay $5.5-Mil. to Lotus
UNITY HOUSE: Case Summary & 9 Largest Unsecured Creditors
VILLAGE INN: Case Summary & 11 Largest Unsecured Creditors
VITRO SAB: Official Committee of U.S. Units' Creditors Formed

VORNADO REALTY: Fitch Puts 'BB+' Rating on New Preferred Stock
WESTSIDE MEDICAL: Has Until June 3 to Propose Chapter 11 Plan
WOLVERINE TUBE: Prepackaged Plan Goes for Creditors' Vote

* Large Companies With Insolvent Balance Sheets


                            *********


34501 QUINCY: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 34501 Quincy, LLC
        34501 East Quincy Avenue
        Watkins, CO 80137

Bankruptcy Case No.: 11-18426

Chapter 11 Petition Date: April 14, 2011

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

Judge: Sidney B. Brooks

Debtor's Counsel: Joel Laufer, Esq.
                  LAUFER AND PADJEN LLC
                  5290 DTC Parkway, Suite 150
                  Englewood, CO 80111
                  Tel: (303) 830-3172
                  E-mail: jl@jlrplaw.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 16 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cob11-18426.pdf

The petition was signed by Roger B. Maupin, manager.


4KIDS ENTERTAINMENT: Gets Additional 30 Days to File Schedules
--------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York has extended, at the behest of 4kids
Entertainment, Inc., et al., the deadline to file schedules of
assets and liabilities, schedules of executor contracts and
unexpired leases, and statements of financial affairs by an
additional 30 days.  Due to the circumstances giving rise to the
commencement of the Debtors' expedited Chapter 11 cases, the
Debtors anticipate that they will be unable to complete their
Schedules and Statements within the initial 14-day deadline.

                    About 4Kids Entertainment

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

4Kids Entertainment, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on
April 6, 2011.

Michael B. Solow, Esq., at Kaye Scholer LLP, serves as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is
the Debtors' claims and notice agent.

The Debtors disclosed $23,372,877 in total assets and $16,526,747
in total debts as of the Chapter 11 filing.


ADOBE TRUCKING: U.S. Trustee Forms 3-Member Creditors Committee
---------------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 7, appointed three
members to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Adobe Trucking, inc.

The Creditors Committee members are:

      1. EPBB Investment Holdings, LP
         dba Eagle Propane & Fuels
         Attn: Brian M. Sirgo
         P.O. Box 61777
         Midland, TX 79711
         Tel: (432) 617-4500
         Fax: (432) 617-0206
         E-mail: BSirgo@trekoil.com

      2. Quality Truck Tires, Inc.
         Attn:: Dickie Dickerson
        P.O. Box 60366
        Midland, TX 79711
        Tel: (432) 563-5301
        Fax: (432) 563-4331
        E-mail: jenadkrson@yahoo.com

     3. Joe L. Wallace, MD, P.A.
        Attn: Hugh Wallace
        3001 W. University
        Odessa, TX 79764
        Tel: (432) 210-9422
        E-mail: Hugh.H.Wallace@conocophillips.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                    About Adobe Trucking, Inc.

Odessa, Texas-based Adobe Trucking, Inc., filed for Chapter 11
bankruptcy protection on November 23, 2010 (Bankr. W.D. Texas Case
No. 10-70353).  Wiley France James, III, Esq., at James &
Haugland, P.C., serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $10,339,616 in assets and $9,685,743 in
liabilities.


ADVOCATE FINANCIAL: Ch. 11 Trustee Gets OK to Retain Accountant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Louisiana
authorized Louis M. Phillips, the Chapter 11 Trustee for the
bankruptcy case of Advocate Financial, L.L.C., to retain Patrick
J. Gros, APAC, as accountant for the estate, with compensation to
be paid in amounts as may be allowed by the Court upon proper
application.

New Orleans, Louisiana-based Advocate Financial, L.L.C., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. La. Case No. 10-
10767) on May 25, 2010.  Attorneys at Baldwin Haspel Burke & Mayer
represented the Debtor in the Chapter 11 case.  In its schedules,
the Debtor disclosed $19,370,268 in total assets and $10,769,568
in total liabilities.

Bankruptcy Judge Douglas D. Dodd approved the appointment of Louis
M. Phillips of Baton Rouge, Louisiana to serve as Chapter 11
trustee in the reorganization case of Advocate Financial.  The
trustee has hired Gordon, Arata, McCollam, Duplantis & Eagan,
L.L.P. as counsel.



AES THAMES: Has Access to CL&P Cash Collateral Until May 3
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
AES Thames L.L.C., on an interim basis, to use cash according to a
budget, including the cash collateral of Connecticut Light and
Power Company, pending final hearing.

As adequate protection for, and to secure payment of an amount
equal to the diminution in value of the collateral, the Debtor
will grant CL&P a replacement lien on the cash collateral,
provided that the replacement lien will be granted solely and
exclusively to the extent CL&P presently has a valid, perfected,
enforceable security interest in, and lien upon the cash
collateral.

The replacement liens will be subject to the payment of (i) any
unpaid fees payable to the United States Trustee, (ii) any unpaid
fees payable to the Clerk of the Court, and (iii) the unpaid
outstanding and allowed fees and expenses incurred by the Debtor's
professionals.

The final hearing on the Debtor's request to use cash collateral
will be on May 3, 2011.

                        About AES Thames

Uncasville, Connecticut-based AES Thames, L.L.C., owns and
operates a coal-fired power plant located in Montville,
Connecticut.  The facility generates and sells electricity to
Connecticut Light and Power Company.  It also supplies processed
steam to a recycled paperboard mill owned by Smurfit-Stone
Container Corp.  AES Thames is a unit of AES Corp., the Arlington,
Virginia-based power producer with operations in 29 countries.

AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10334) on Feb. 1, 2011.  The increased cost of
energy production and the "uneconomic and onerous provisions" of a
steam sale agreement with Smurfit-Stone's predecessor led AES
Thames to seek bankruptcy protection.

Adam G. Landis, Esq., Kerri K. Mumford, Esq., and Landon Ellis,
Esq., at Landis Rath & Cobb LLP, serve as the Debtor's bankruptcy
counsel.

According to court filings, based on the balance sheet as of
Dec. 1, 2010, total assets were $162 million, and the Debtor has
$52 million in short term liabilities and $122.6 million in long
term debt.


AES THAMES: Wants to Enter into Insurance Premium Finance Pact
--------------------------------------------------------------
AES Thames L.L.C. seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to enter into an insurance premium
finance agreement with AFCO Premium Credit LLC.

Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, explains that the Debtor maintains insurance coverage
issued by National Union Fire Insurance Company of Pittsburgh,
Pennsylvania, in connection with its day-to-day business
operations, which coverage includes property insurance that covers
risks of direct physical loss or damage reinsurance.  He contends
that the Insurance Coverage is critical to the Debtor's ongoing
operations, to the protection of the estate property and the
interests of the creditors, and to the Debtor's efforts to
successfully reorganize.

To obtain the Insurance Coverage, the Debtor is required to prepay
the full premium for the applicable coverage period in the
aggregate amount of $492,525.  To minimize the impact paying the
Premium would have on its cash flow, the Debtor has determined to
enter into the Commercial Premium Finance Agreement with AFCO
Premium Credit LLC, which will provide the Debtor with the
financing necessary to pay the Premium, Mr. Landis tells the
Court.

Under the Premium Finance Agreement, the Debtor will make a down
payment toward the Premium of $172,384.  The balance of the
Premium, $320,141, will be financed by AFCO.  The Debtor will
repay the amount financed, with interest at 3.897% per annum, in
nine monthly installments of $36,151 commencing on the day after
the approval of the Motion.

The Court will commence a hearing on May 3, 2011, to consider the
Motion.  Objections are due on April 26.

                        About AES Thames

Uncasville, Connecticut-based AES Thames, L.L.C., owns and
operates a coal-fired power plant located in Montville,
Connecticut.  The facility generates and sells electricity to
Connecticut Light and Power Company.  It also supplies processed
steam to a recycled paperboard mill owned by Smurfit-Stone
Container Corp.  AES Thames is a unit of AES Corp., the Arlington,
Virginia-based power producer with operations in 29 countries.

AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10334) on Feb. 1, 2011.  The increased cost of
energy production and the "uneconomic and onerous provisions" of a
steam sale agreement with Smurfit-Stone's predecessor led AES
Thames to seek bankruptcy protection.

Adam G. Landis, Esq., Kerri K. Mumford, Esq., and Landon Ellis,
Esq., at Landis Rath & Cobb LLP, serve as the Debtor's bankruptcy
counsel.

According to court filings, based on the balance sheet as of
Dec. 1, 2010, total assets were $162 million, and the Debtor has
$52 million in short term liabilities and $122.6 million in long
term debt.


ALABAMA AIRCRAFT: May 3 Hearing on Pension Plan Termination
-----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Alabama Aircraft Industries Inc. will be in bankruptcy court in
Delaware on May 3 to ask the judge to approve a distress
termination of its pension plan that's under-funded by $31.4
million.  The company says there is "no realistic scenario under
which" it can reorganize without terminating the pension plan.
Unlike most cases where terminating the pension plan means large
losses by retirees, AAI says that those currently receiving
retirement benefits will see a 3% reduction at most.  The
bankruptcy judge is already in the process of deciding if AAI can
terminate the existing union contract.  AAI says it currently has
325 employees, while 2,800 retirees are beneficiaries of the
pension plan.

                        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.


ALLEN CAPITAL: Amended Disc. Statement Ahead of Monday's Hearing
----------------------------------------------------------------
Allen Capital Partners LLC, DLH Master Land Holding LLC, Richard
S. Allen Inc. and Richard S. Allen filed with the United States
Bankruptcy Court for the Northern District of Texas their Fourth
Joint Plan of Reorganization and accompanying Disclosure Statement
on April 4, 2011.

The Amended Plan contemplates that the Debtors will obtain
sufficient Exit Financing from (i) sales, (ii) insiders, (iii)
third parties, or (vi) a combination of the three to enable the
Debtors to pay all Administrative and non-tax Priority Claims,
other than the Debtor-in-Possession Financing, in full on the
effective date of the Amended Plan.

The Debtors would have preferred to exit Chapter 11 utilizing
third party debt or equity financing through obtaining a specific
joint venture partner for ACP's subsidiary LPKC and a joint
venture partner for DLH, according to the Disclosure Statement.
Although active negotiations continue concerning a potential joint
venture at LPKC and a letter of intent has been received governing
vertical development at LPKC, the Debtors say they cannot continue
to wait in soliciting votes for financial restructuring.

Availability of Exit Financing is a condition for the Amended Plan
of either Debtor to become effective, and the Debtors believe that
those funds will be available.

Since the original Plan, the Debtors have met with representatives
of the Official Committee of Unsecured Creditors of DLH and ACP,
and have been requested to make a variety of changes in the
Amended Plan.  The Amended Plan now clarifies that the Debtors are
offering each Unsecured Creditor the ability to elect that any
part of its claim can be reduced by 50% and paid on an accelerated
basis compared to other unsecured claims.

With the exception of Ed Romanov, who reached his own separate
settlement, every creditor can accept the blended claim recovery
which he/she deems best for them.  The Debtors assert that this is
a change in the Plan language and not a change in Plan concept.

The Amended Plan has many changes pertain to issues of governance.
Assuming that the Unsecured Creditor Classes of DLH and ACP each
vote in favor of the Amended Plan, ACP and DLH will each have at
least one member of the Board of Directors representing unsecured
creditors until all unsecured claims in that entity have been paid
in accordance with the Amended Plan.  Transactions with insiders
or affiliates of the Reorganized Debtors, except for specified
transactions described in the Amended Plan, will require unanimous
Board approval.

The definitions of DLH Net Sales Proceeds and ACP Net Sales
Proceeds, as well as ACP Unsecured Creditor Net Proceeds, have
been clarified in the Amended Plan.  DLH Unsecured Creditors Net
Sales Proceeds has been broadened to include proceeds from certain
financing transactions.  Further, the Creditors Committee
requested and the Debtors agreed that all cash balances of the
Reorganized Debtors in excess of the cash required for working
capital needs would be distributed to creditors.

The Debtors have also agreed that Reorganized DLH would be
required to distribute at the end of each calendar quarter all
cash in excess of $2.75 Million and Reorganized ACP would be
required to distribute all cash excess of $1.5 Million at the end
of each calendar quarter.  The Excess Cash could distributed only
for (a) repayment of the Term Loan, (b) repayment of any other
Exit Financing, (c) payments of principal and interest on Secured
Claims, and (d) distributions to Unsecured Creditors.  Although
the Reorganized Debtors would retain discretion over how any
Excess Cash was distributed, this requirement should accelerate
payments to Creditors.

Substantial consummation has been redefined as including
completion of all acts required to be undertaken within 90 days
after the Effective Date.  The Creditors Committee continues in
existence until the Consummation Date under the Amended Plan,
rather than the Effective Date.

All professional fees claimed by the DIP Lenders in converting to
term loans have been made subject to Court approval.

As a member of the Board of Directors of ACP or DLH, the Unsecured
Creditor designated member has input into the decisions pertaining
to objections to claims and compromise of objections and neither
Reorganized Debtor can merge, dissolve or sell substantially all
assets without a unanimous Board vote.

The provisions for General Discharge of claims against affiliates
and principals have been deleted under the Amended Plan.  The
Class B Preferred Callable Membership Interests in DLH are no
longer callable prior to payment in full of Allowed Unsecured
Claims.

The limits on equity distributions at Reorganized DLH have been
tightened so that no distribution can occur unless holders of DLH
Allowed Unsecured Claims have received at least interest payable
plus principal based upon equal quarterly payments on a 10 year
amortization.

Cash Distributions to be made pursuant to the Amended Plan will be
made from (i) Exit Financing on hand on the Effective Date, (ii)
cash proceeds received by the Debtors from the liquidation of
assets as of the Effective Date and other funds then available,
and (iii) to the extent that Cramdown is necessary for either DLH
or ACP or both, cash contributions made to ACP and DLH, as
applicable, in exchange for new Equity Interests in Reorganized
DLH, as the case may be.

The hearing to consider the adequacy of the Disclosure Statement
is currently scheduled for April 18, 2011.

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

7     http://bankrupt.com/misc/AllenCapital_4thAmendedDS.pdf

                       About Allen Capital

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

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

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

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


AMBASSADORS INT'L: Whippoorwill Purchase Slowed by Committee
------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
objections by the official committee of unsecured creditors and
holders of subordinated notes have delayed approval to the
proposed sale of Windstar Cruises to Whippoorwill Associates Inc.
The deal is subject to higher and better bids.

At the April 15 hearing, Ambassadors International was seeking
approval of a sale process where Whippoorwill Associates Inc. will
lead the auction.  Prepetition, Whippoorwill signed a contract to
buy, subject to court approval and higher and better offers at an
auction, the Debtor's business in exchange for $40 million in
secured debt, including financing Whippoorwill is providing for
the Chapter 11 case.

According to Mr. Rochelle, U.S. Bankruptcy Judge Kevin Gross
continued the hearing on the bid procedures until April 19, unless
Whippoorwill makes a settlement with the committee.

Both the creditors committee and the noteholders objected to the
proposed sale process.  The currently planned sale has nothing for
unsecured creditors or subordinated noteholders, said Kenneth
Rosen, Esq., at Lowenstein Sandler LLP in Roseland, New Jersey,
counsel for the creditor's committee, according to Mr. Rochelle's
report.

According to Mr. Rochelle, the committee contends Whippoorwill is
an insider and shouldn't be given releases of claims when it
purchases the assets.  The committee and the noteholders also
argue the sale is happening too quickly to ferret out other bids.
They note how Whippoorwill is a secured creditor as well as a
significant shareholder.  The committee doesn't want Whippoorwill
to receive releases until there has been sufficient time for an
investigation.

Mr. Rochelle notes that the financing from Whippoorwill will
terminate on April 19 unless the court approves sale procedures
laid out in the agreements for the sale to Whippoorwill.

The bankruptcy judge "urged the parties to discuss an amicable
settlement," Mr. Rosen said in an interview.

                 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, 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 Bankruptcy Court 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.  Thus, according to the Debtors,
Whippoorwill represents the most logical purchaser for the assets.

The Stalking Horse Bidder's bid sets a "floor" on bids for the
assets by providing for a consideration of $40 million payable in
the form of (i) the payment in full in cash and assumption by the
buyer of the Debtors' obligations under a prepetition working
capital facility and the DIP Facility; (ii) a credit bid and
release of the Debtors' obligations under the 10% senior secured
notes due 2010 in an amount of not less than $19 million; and
(iii) assumption of other liabilities.

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.

                  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.


AMBASSADORS INT'L: Committee Has Lowenstein Sandler as Counsel
--------------------------------------------------------------
Lowenstein Sandler was retained as counsel to the creditors
committee in the Ambassadors bankruptcy case.  The debtor operates
Windstar Cruises.

Leading the Lowenstein team includes Kenneth A. Rosen, chair of
the Bankruptcy, Financial Reorganization & Creditors' Rights
Group; bankruptcy partner John K. Sherwood, and litigation partner
Sheila A. Sadighi.

Stroock has been retained as counsel to the debtor in Ambassadors
(Windstar Cruises).

                 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.


AMERICAN APPAREL: In Talks for Up to $10MM in Rescue Financing
--------------------------------------------------------------
Mike Spector and Elizabeth Holmes, writing for The Wall Street
Journal, report a person familiar with the matter said American
Apparel Inc. is racing to seal a deal for up to $10 million in
rescue financing to avoid a bankruptcy filing.  The company hopes
to secure a deal as soon as this week, the source told the
Journal.

The Journal's source also said American Apparel has held talks
with an individual investor in recent days who has expressed
interest in providing money.  The source added that the funds
would come in the form of equity.  The source told the Journal the
potential investor, whose identity couldn't be determined, isn't a
well-known name.

The source said if the talks fall apart, American Apparel could be
forced to file for Chapter 11 bankruptcy protection as it runs low
on cash.

According to the Journal, the source said the rescue financing
would give American Apparel some breathing room, but it would
still need to raise another $10 million to $15 million afterward
to survive.

An American Apparel spokesman declined to comment, the Journal
reports.

The Journal notes American Apparel currently owes about $81
million to Lion Capital and an additional $58 million on a credit
line with Bank of America Corp.  The Journal further notes law
firm Skadden, Arps, Slate, Meagher & Flom has been advising the
company on its recent restructuring efforts alongside investment
bank Rothschild Inc.

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of Sept. 30, 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

                       Bankruptcy Warning

American Apparel, if unable to improve its operating performance
and financial position, obtain alternative sources of capital or
otherwise meet its liquidity needs, may need to voluntarily seek
protection under Chapter 11 of the U.S. Bankruptcy Code, the
retailer said in its annual report on Form 10-K filed with the
U.S. Securities and Exchange Commission.

American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$327.95 million in total assets, $252.93 million in total
liabilities and $75.02 million in total stockholders' equity.

Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred a substantial loss from operations and had negative
cash flow from operations for the year ended Dec. 31, 2010.  As a
result of noncompliance with certain loan covenants, debt with
carrying value of approximately $138.0 million at Dec. 31, 2010,
could be declared immediately due and payable.  Notwithstanding,
the Company has minimal availability for additional borrowings
from its existing credit facilities, which could result in the
Company not having sufficient liquidity or minimum cash levels to
operate its business.


AMERICAN DIAGNOSTIC: U.S. Trustee Forms 3-Member Creditors' Panel
-----------------------------------------------------------------
Patrick S. Layng, U.S. Trustee for the Northern District of
Illinois appointed three members to the Official Committee of
Unsecured Creditors in the Chapter 11 cases of American Diagnostic
Medicine, Inc.

The Creditors Committee members are:

      1. Radiological Physics Service, Inc.
         Attn: Ray A. Carlson
         3839 Napier Rd.
         Plymouth, MI 48170

      2. Praxair, Inc.
         Attn: Jeffrey Weiss
         39 Old Ridgebury Road
         Danbury, CT 06810

      3. Michele Draper
         1580 Austin Drive
         Dixon, CA 95620

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

The U.S. Trustee is represented by:

     Cameron M. Gulden, Esq.
     Office of the U.S. Trustee
     219 South Dearborn, Room 873
     Chicago, Illinois 60604
     Tel: (312) 886-2614

                     About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.  Joshua D.
Greene, Esq., and Michael J. Davis, Esq., at Springer, Brown,
Covey, Gaetner & Davis, serve as the Debtor's bankruptcy counsel.
The Debtor disclosed $11,298,157 in assets and $11,116,962 in
liabilities as of the Chapter 11 filing.


AMERICAN DIAGNOSTIC: Creditors Committee Taps K&L Gates as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of American Diagnostic Medicine, Inc., asks the U.S.
Bankruptcy Court for the Northern District of Illinois for
permission to retain K&L Gates LLP as its counsel.

K&L Gates will represent the Committee in the Debtor's Chapter 11
proceedings and will investigate the Debtor's assets and pre-
bankruptcy conduct.

The hourly rates of K&L Gates personnel are:

     Matthew E. McClintock, Partner      $415
     Jeffrey M. Heller, Associate        $325
     Teresa Gomez, Paralegal             $215

The Committee requests that the Debtor provide K&L Gates with a
$25,000 retainer to be carved out for the benefit of K&L Gates.
This retainer is the same as the prepetition retainer received by
the Debtor's counsel and is substantially less than Debtor's
counsel has estimated that it will incur in fees over the duration
of the case.

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

K&L Gates can be reached at:

     Matthew E. McClintock, Esq.
     K&L GATES LLP
     70 West Madison Street, Suite 3100
     Chicago, IL 60602-4207
     Tel: (312) 372-1121
     Fax: (312) 827-8000

                     About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.  Joshua D.
Greene, Esq., and Michael J. Davis, Esq., at Springer, Brown,
Covey, Gaetner & Davis, serve as the Debtor's bankruptcy counsel.
The Debtor disclosed $11,298,157 in assets and $11,116,962 in
liabilities as of the Chapter 11 filing.


AMERICAN DIAGNOSTIC: Cash Collateral Hearing Set for Thursday
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will convene a hearing on April 21, 2011, to consider American
Diagnostic Medicine, Inc.'s motion to use cash collateral and the
entry of the final order authorizing the Debtor's use of cash
collateral retroactive to Jan. 28, 2011.  The Debtor previously
received interim approval to use cash collateral.

As of the Petition Date, the Debtor owes Cole Taylor Bank
$829,486.  Cole Taylor is the Debtor's primary secured creditor,
asserting, and having made a prima facie showing of, a perfected
first priority lien on and security interest in substantially all
of the Debtor's prepetition assets.

In addition, as of the Petition Date, the Debtor owes Cardinal
Health 414, LLC, $3,362,394.  Cardinal Health is a junior secured
creditor of the Debtor, asserting, and having made a prima facie
showing of, a perfected junior priority lien on and security
interest in substantially all of the Debtor's prepetition assets.

Joshua D. Greene, Esq., at Springer, Brown, Covey, Gaertner &
Davis, LLC, explains that the Debtor needs access to cash
collateral to fund its Chapter 11 case, pay suppliers and other
parties.  The Debtor will use the collateral pursuant to a weekly
budget, a copy of which is available for free at:

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

In exchange for the use of cash collateral, the Debtor will grant
Cole Taylor and Cardinal Health adequate protection payments.
For any diminution in the value of Cole Taylor's and Cardinal
Health's interests in the cash collateral, the Court will grant
them replacement liens, security interests in unencumbered assets,
and administrative claims.

The Debtor will also maintain two debtor-in-possession accounts,
each at Cole Taylor, which will be comprised of the proceeds of
the Debtor's accounts receivable and the sale of equipment.

The Debtor will furnish Cole Taylor and Cardinal Health weekly
reconciliation reports.

                    About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
Joshua D. Greene, Esq., and Michael J. Davis, Esq., at Springer,
Brown, Covey, Gaetner & Davis, serve as the Debtor's bankruptcy
counsel.  The Official Committee of Unsecured Creditors has tapped
K&L Gates LLP as its counsel.  In its schedules, the Debtor
disclosed $11,298,157 in total assets and $11,116,962 in total
debts.


AMERICAN ROCK: S&P Lowers Rating on $300-Mil. Loan to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the preliminary
issue-level rating on American Rock Salt Co. LLC's $300 million
term loan B to 'B+' from 'BB-'.  "We revised the preliminary
recovery rating to '2' from '1'.  The '2' recovery rating
indicates our expectation of substantial (70%-90%) recovery for
lenders in the event of a payment default," S&P noted.

The lower issue rating reflects the upsizing of the proposed term
loan to $300 million from $250 million.

The preliminary 'CCC+' issue-level rating (two notches below the
corporate credit rating) on the proposed $175 million second-lien
notes due 2018 remains unchanged.  "The recovery rating remains
'6', indicating our expectation of negligible (0%-10%) recovery
for noteholders in the event of a payment default," S&P noted.

The company expects to use proceeds from the proposed term loan
and notes to partially refinance existing debt and fund a
distribution to shareholders.

Ratings List
American Rock Salt Co. LLC
Corporate credit rating        B (prelim)/Stable/--

Revised Ratings
                                To              From
American Rock Salt Co. LLC
$300 million term loan B       B+ (prelim)     BB- (prelim)
  Recovery rating               2 (prelim)      1 (prelim)


AMERICANWEST BANCORP: U.S. Wants Prepetition Tax Disclosure
-----------------------------------------------------------
BankruptcyData.com reports that the United States of America, a
creditor in the AmericanWest Bancorporation case, filed with the
U.S. Bankruptcy Court an objection to the Debtors' Disclosure
Statement.

BData says the objection asserts, "With regard to pre-petition tax
claims, the Debtor states in the disclosure statement that 'the
Debtor firmly believes that there will be no pre petition Tax
Claim' because, according to the Debtor, 'the returns will be
accepted' and 'any obligation in the unlikely event of an
adjustment would under the Tax Sharing Agreement with the Bank, be
an obligation of the Bank.'  This statement requires
clarification... The proper characterization of the Debtor's
potential pre-petition tax liabilities should be disclosed to the
creditors, in accordance with 11 U.S.C. Section 1125(a)(1), so as
to enable the creditors to make an informed judgment about the
plan."

BData says that according to the Disclosure Statement, under the
Plan, claims and equity owners are treated as follows:

     * Class 1 - Secured Claims: Holders of Allowed Secured
       Claims, have been paid in full in accordance with the loan
       documents on or before the distribution date.  Class 1
       Claims are unimpaired;

     * Class 2 - Unsecured Claims: On the distribution date, each
       holder of an Allowed Unsecured Claim shall be paid pro rata
       from the sums remaining in the Distribution Fund after
       payment in full of all Unclassified Claims and the claims
       in Class 1, and less any reserves for Disputed Claims or
       estimated remaining Administrative Expenses.  The Trusts
       will be responsible for distributions to their respective
       beneficiaries under their respective trust agreements after
       payment of applicable fees and expenses of the Indenture
       Trustees pursuant to the trust agreements.  Class 2 Claims
       are impaired;

     * Class 3 - Equity Interests: holders of Equity Interests
       will receive nothing on account of their equity interests,
       and all of the issued and outstanding stock of the Debtor
       will be cancelled as of the Effective Date.

                 About AmericanWest Bancorporation

Headquartered in Spokane, Washington, AmericanWest Bancorporation
(OTC BB: AWBC) -- http://www.awbank.net/-- is a bank holding
company whose principal subsidiary is AmericanWest Bank, which
includes Far West Bank in Utah operating as an integrated division
of AmericanWest Bank.  AmericanWest Bank is a community bank with
58 financial centers located in Washington, Northern Idaho and
Utah.

AmericanWest Bancorporation filed for Chapter 11 protection
(Bankr. E.D. Wash. Case No. 10-06097) on Oct. 28, 2010.  The
banking subsidiary was not including in the Chapter 11 filing.

Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at
Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as
bankruptcy counsel.  G. Larry Engel, Esq., at Morrison & Foerster
LLP, also serve as counsel.

The Debtor estimated assets of $1 million to $10 million and
debts of $10 million to $50 million in its Chapter 11 petition.
AmericanWest Bancorporation's estimates exclude its banking
unit's assets and debts.  In its Form 10-Q filed with the
Securities and Exchange Commission before the Petition Date,
AmericanWest Bancorporation reported consolidated assets --
including its bank unit's -- of $1.536 billion and consolidated
debts of $1.538 billion as of Sept. 30, 2010.

In December 2010, AmericanWest Bancorporation completed the
sale of all outstanding shares of its wholly-owned subsidiary,
AmericanWest Bank, to a wholly owned subsidiary of SKBHC Holdings
LLC, in a transaction approved by the U.S. Bankruptcy Court.


APPLEJACK ART: Ordered to Pay $1.5 Million to Ex-VP A. Stephens
---------------------------------------------------------------
Keith Whitcomb Jr. at the Bennington Banner reports that Applejack
Art Partners Inc. was ordered by the Vermont Supreme Court to pay
$1,538,165 to former vice president Albert Stephens III.  The
$1.5 million settlement is accounted for in the bankruptcy claim.

According to the report, an arbiter found that Applejack was in
its rights to buy Mr. Stephens' shares as per an agreement made
when he was hired, and the Company was given the option of buying
the stock in full or putting a 10% down payment and making the
rest of it in three installments with interest.  Applejack didn't
make a required payment at the deal's closing, and so Mr. Stephens
filed for enforcement action asking for the full amount.  The
Bennington County Superior Court Civil Division in its ruling in
November 2009 granted Mr. Stephen's request.  The Supreme Court
affirmed the ruling.

                    About Applejack Art Partners

Applejack Art Partners, Inc., manufactures fine art prints and
sells sports memorabilia.  It acquired Bruce McGaw Graphics in
August 2009, gaining the exclusive rights to images from the Walt
Disney Co., the Museum of Modern Art and Andy Warhol.  Applejack
is represented by the Bethel law firm of Obuchowski and Emens-
Butler.

Applejack Art Partners sought Chapter 11 protection (Bankr. D.
Vermont Case No. 10-10911) on July 6, 2010.

The Debtor estimated assets of $1,000,000 to $10,000,000 and debts
of $10,000,000 to $50,000,000 as of the Chapter 11 filing.
Berkshire Bank holds a secured note dated March 2007, totaling
about $628,124, and a second secured loan at $102,521.


APPLY 2 SAVE: Embarrassing Facts Can't Be Sealed, Judge Rules
-------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
U.S. Bankruptcy Judge Terry L. Myers in Boise, Idaho, ruled in
the Chapter 7 case of Apply 2 Save Inc. (Bankr. D. Idaho Case No.
09-20607), that embarrassing facts can't be sealed.  The Chapter 7
trustee was seeking approval to settle several lawsuits he filed,
in part because he concluded that the defendants wouldn't be able
to pay damages the court might award.  The trustee filed a motion
to seal what he called "sensitive information" about the
defendants' financial conditions.  Judge Myers denied the request.
Details about a defendant's financial condition are neither
"scandalous" nor "defamatory" and therefore shouldn't be kept
secret, Judge Myers said.  Injury to "reputation will not suffice
to deny public access," he said.  Sealing the facts of a proposed
compromise "is incompatible with authorities governing approval of
settlements," he said.


ART COLLECTION: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Art Collection, Inc., 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                      $17,000,000
B. Personal Property                           $0
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $15,480,762
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $285,999
                                      -----------      -----------
      TOTAL                           $17,000,000      $15,766,760

Dallas, Texas-based Art Collection, Inc., filed for Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 11-10874) on
April 7, 2011.  Eric A. Liepins, Esq., at Eric A. Liepins P.C.,
serves as the Debtor's bankruptcy counsel.


ART COLLECTION: Section 341(a) Meeting Scheduled for May 10
-----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Art
Collection, Inc.'s creditors on May 10, 2011, at 11:00 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.

Dallas, Texas-based Art Collection, Inc., filed for Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 11-10874) on
April 7, 2011.  Eric A. Liepins, Esq., at Eric A. Liepins P.C.,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $17 million in total assets and $15,766,760 in
total debts as of the Petition Date.


ART COLLECTION: Proposes Eric A. Liepins as Bankruptcy Counsel
--------------------------------------------------------------
Art Collection, Inc., asks for authorization from the U.S.
Bankruptcy Court for the Western District of Texas to employ the
law firm Eric A. Liepins, P.C., as bankruptcy counsel.

The Firm can be reached at:

                 Eric A. Liepins, Esq.
                 ERIC A. LIEPINS P.C.
                 12770 Coit Road, Suite 1100
                 Dallas, TX 75251
                 Tel: (972) 991-5591
                 Fax: (972) 991-5788
                 E-mail: eric@ealpc.com

The compensation to be paid to the firm will be based upon these
hourly rates:

      Professional                         Rate/Hour
      ------------                         ---------
     Eric A. Liepins                         $250
     Paralegals & Legal Assistants          $30-$50

Eric A. Liepins, Esq., the sole shareholder of the Firm, assures
the Court that the Firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

Dallas, Texas-based Art Collection, Inc., filed for Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 11-10874) on
April 7, 2011.  According to its schedules, the Debtor disclosed
$17 million in total assets and $15,766,760 in total debts as of
the Petition Date.


ARTLOAN FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: ArtLoan Financial Services, Inc.
        aka ArtLoan Financial Services, LLC
        aka ArtLoan Financial Services Corporation
        2 Henry Adams Street, Suite M62
        San Francisco, CA 94101

Bankruptcy Case No.: 11-31416

Chapter 11 Petition Date: April 13, 2011

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

Judge: Thomas E. Carlson

Debtor's Counsel: W. Austin Cooper, Esq.
                  LAW OFFICES W. AUSTIN COOPER
                  2525 Natomas Park Dr. #320
                  Sacramento, CA 95833
                  Tel: (916) 927-2525
                  E-mail: austincooperlaw@yahoo.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-31416.pdf

The petition was signed by Ray Parker Gaylord, president.


ASNACO LLC: Hearing on BB&T's Dismissal Request Thursday
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
rescheduled until April 21, 2011, at 1:00 p.m., the hearing to
consider Branch Banking and Trust Company's motion to dismiss the
Chapter 11 bankruptcy case of Asnaco, LLC.

BB&T has a mortgage on the Debtor's real property in Flagler
County, Florida.  BB&T also has a security interest in all rents,
profits, revenues, or other income generated from the property,
which consists of a four building commercial condominium project.

As reported in the Troubled Company Reporter on April 2, according
to BB&T, the Debtor's primary asset is the property, which is
encumbered by the BB&T mortgage and is the subject of a
foreclosure judgment.  BB&T said that although the Debtor lists
$86,138 worth of personal property, $61,343 of that figure
consists of rents deposited into the state court registry.  BB&T
is entitled to the rents currently held in the state court
registry.  After deducting the rents, the value of the Debtor's
personal property is nominal at best, BB&T stated.

BB&T said that the Debtor's unsecured claims are small relative to
BB&T's secured claim.

                         About Asnaco LLC

Palm Coast, Florida-based Asnaco LLC filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 11-01907) on
March 20, 2011.  Walter J. Snell, Esq., at Snell & Snell, P.A.,
serves as the Debtor's bankruptcy counsel.

The Debtor disclosed $11,297,894 in assets and $21,928,117 in
debts as of the Petition Date.  The Debtor disclosed that its
condominium project in Flagler County, Florida, is worth
$11,180,000, with Branch Banking and Trust Company owed
$12,934,196 for a first mortgage on the property.


ATLANTA LIFE: AM Best Upgrades Financial Strength Rating to 'B-'
----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B-
(Fair) from C+ (Marginal) and issuer credit rating to "bb-" from
"b-" of Atlanta Life Insurance Company (Atlanta Life) (Atlanta,
GA).  The outlook for both ratings has been revised to stable from
negative.  Atlanta Life is the life insurance member of Atlanta
Life Financial Group, Inc.

These rating actions reflect the recent order by the Georgia
Commissioner of Insurance releasing Atlanta Life from
administrative supervision.  Atlanta Life had been placed under
administrative supervision effective June 19, 2009, pursuant to a
consent order designed primarily to remediate the company's risk-
based capital position.  In releasing Atlanta Life from
administrative supervision, the Commissioner determined that
Atlanta Life had satisfied all the requirements and conditions set
forth in the consent order.  A.M. Best views the Commissioner's
actions positively, suggesting that the likelihood of Atlanta Life
being placed under regulatory supervision over the near term has
diminished.

The rating actions also acknowledge the improvement in Atlanta
Life's risk-adjusted capitalization, both on a regulatory basis
and as measured by Best's Capital Adequacy Ratio (BCAR).  This
improvement was largely achieved by the company voluntarily
declining unprofitable assumed group life treaties, thereby
reducing its insurance risk exposure.  Atlanta Life's disciplined
premium growth strategy in its core assumed group life business
and its conservative fixed income portfolio that has avoided
significant realized and unrealized investment losses also are
viewed positively.

These positive rating factors are offset by a continuing decline
in the company's modest level of capital and surplus.  The
significant decline in capital and surplus over the past several
years has been triggered by an increase in non-admitted assets (a
Commissioner directive) related to pledged securities and
operating balances associated with an affiliate -- Jackson
Securities, LLC (Jackson Securities) -- and overall net operating
losses primarily derived from Atlanta Life's core assumed group
life business.  A.M. Best notes that the loans to Jackson
Securities continue to pay contractual interest, and all
outstanding loan balances remain on schedule to be repaid in 2014.
A.M. Best believes that the reduced level of absolute capital and
surplus also has diminished the company's financial flexibility,
which also remains encumbered by loans to another affiliate --
Herndon Capital Management, LLC.  A.M. Best notes that contractual
interest continues to be paid on these loans, which are scheduled
to be repaid in 2012.

While the current level of risk-adjusted capitalization supports
the rating actions, A.M Best believes that given Atlanta Life's
modest historical operating performance, it will be challenged to
materially improve its risk-adjusted capital position without a
meaningful infusion of capital.


AVONDALE GATEWAY: Subrogation Agreement Transfers Right to Vote
---------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
U.S. District Judge David G. Campbell in Phoenix ruled on April 12
that a subrogation clause in an agreement between two lenders
carried with it the right to vote on a Chapter 11 plan.  The case
involved a subrogation agreement between first-and second-lien
lenders.  By "stepping into the shoes" of the second-lien lender,
the senior creditor acquired all rights regarding the claim,
including the right to vote on a reorganization plan, the judge
ruled.  In response to the first-lien lender's contention that the
bankrupt company's did not have right to appeal the bankruptcy
court's order, Judge Campbell cited Section 1109 of the Bankruptcy
Code, where it says the debtor "may appear and be heard on any
issue in a case," in holding that the bankrupt company had
standing to appeal.  The case is Avondale Gateway Center
Entitlement LLC v. National Bank of Arizona (D. Ariz. Case No.
10-1772).

Avondale Gateway Center Entitlement, LLC, filed for Chapter 11
(Bankr. D. Ariz. Case No. 09-12153) on June 2, 2009.  Bankruptcy
Judge Charles G. Case II handles the case.  The Debtor is
represented by John J. Hebert, Esq., at Polsinelli Shughart, P.C.,
in Phoenix, Arizona.  At the time of the bankruptcy filing, the
Debtor estimated assets and debts of $10 million to $50 million.


BANKS HOLDING: Must Appear and Show Cause Thursday
--------------------------------------------------
Judge George R. Hodges of the United States Bankruptcy Court for
the Western District of North Carolina directed Banks Holding,
L.P., to appeal before him on April 20, 2011, and show cause for
its failure to comply with applicable bankruptcy law and the
Court's order.

The Court entered a Notice of Deficiency on March 21, 2011, after
the Debtor failed to file documents within the time periods set by
the Bankruptcy Code, the Rules of Bankruptcy Procedure, the Local
Bankruptcy Rules, and subsequent extensions of time as allowed by
the Court.

Judge Hodges subsequently entered an order rescinding the Order to
Appear and Show Cause.

Burnsville, North Carolina-based Banks Holding, L.P., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. N.C. Case No. 11-
10258) on March 18, 2011.  Edward C. Hay, Jr., Esq., at Pitts, Hay
& Hugenschmidt, P.A., serves as the Debtor's bankruptcy counsel.


BAYVIEW HOLDINGS: To Present Plan for Confirmation July 12
----------------------------------------------------------
Bayview Holdings, LLC, obtained approval from the U.S. Bankruptcy
Court for the Western District of Virginia of its Third Amended
Disclosure Statement explaining its proposed First Amended Plan of
Reorganization on March 3, 2011.

Judge Ross W. Krumm will convene a hearing on July 12, 2011, at
2:00 p.m., to consider confirmation of the Plan.  Parties have
until July 5 to file objections to confirmation of the Debtor's
Plan.

The Third Amended Disclosure Statement filed with the Court on
February 3, 2011, provides, among other things, that the Plan and
consequent distribution to creditors is dependent on the sale of
lots and the real estate market over the next five years.  The
Debtor says because the real estate market is beyond its control,
it is impossible to predict exactly how much money will be
available for each class.  The Plan discloses the amount of funds
going to unsecured creditors in the event the remaining assets are
sold for the minimum amount provided for in the Plan.  The Debtor
expects that the amount received for lots will exceed the minimum.
The expectation is based, in part, on the fact that it has already
executed a contract to sell Lot 12 at 25% above the Release Fee,
notes the Debtor.  Accordingly, the Plan provides an accompanying
analysis showing distributions if all lots are sold at 25% above
the Release Fee.

Moreover the Disclosure Statement reveals that Administrative
Expense Claims and the Priority Claims will be paid by the Debtor
under the Plan on either the Effective Date or the date when
payment of the claims become due in accordance with terms or as
the holder of those claims and the Debtor may agree upon.  The
Debtor anticipates $5,000 in post-confirmation administrative
fees.  This amount is in addition to $8,811, which remains unpaid
to the Debtor's counsel from its approved fee applications.

A full-text copy of the Debtor's Third Amended Disclosure
Statement may be accessed for free at:

  http://bankrupt.com/misc/BAYVIEWHOldings_3rdAmendedDS.pdf

                   About Bayview Holdings, LLC

Moneta, Virginia-based Bayview Holdings, LLC, is owned by Tom
Lovegrove, who is its sole member and managing member.  The Debtor
is in the business of acquiring and developing land on or near
Smith Mountain Lake in Virginia.

Bayview filed for chapter 11 bankruptcy protection (Bankr. W.D.
Va. Case No. 09-72799) on Nov. 2, 2009.  Kevin J. Funk, Esq., and
Bruce E. Arkema, Esq., at DurretteBradshaw, PLC, in Richmond,
Virginia, represent the Debtor.  In its schedules, the Debtor
disclosed $13,348,258 in assets and $10,675,663 in liabilities as
of the petition date.


BELTWAY 8: Taps FGM as Counsel for Alabama State Court Case
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Louisiana
granted Beltway 8 Associates, LP, permission to employ the law
firm of Fleenor, Green & McKinney, LLP as its special counsel in
connection with its complaint against Compass Bank and FST
Watermarke in the Circuit Court of Jefferson County, Alabama,
captioned Beltway 8 Associates Limited Partnership v. Compass Bank
and FST Watermarke, LLC, Case No. CV-2010-003212.

Through the Complaint, the Debtor is seeking a judgment declaring
the assignment of the Debtor's loan from Compass Bank to FST
Watermarke invalid and void.

FGM will not bill the Debtor for any services rendered in
connection with any matter other than the above captioned lawsuit.

The Court is satisfied that, other than in connection with this
Chapter 11 case and having previously represented the Debtor in
connection with the Complaint, FGM and its partners, counsel or
associates do not have any connection with the Debtor, the
Debtor's creditors, or any other party-in-interest in the Debtor's
bankruptcy case, or their respective attorneys or other
professionals, or any employee of the Office of the United States
Trustee.

FGM's attorneys will bill the Debtor at the hourly rate of
$325.00, which is the rate charged by FGM prior to the filing of
this case and is consistent with rates customarily charged by FGM
for representation in similar matters, subject to approval by the
Bankruptcy Court.

                        About Beltway 8

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

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


BERNARD L MADOFF: Trustee Names JPMorgan Officers on Account
------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the trustee for Bernard L. Madoff Investment Securities Inc. filed
a new version of the $6.4 billion complaint he originally brought
in December against JPMorgan Chase & Co.  The new version includes
the names of JPMorgan employees and officers who worked on the
Madoff account.  The trustee disclosed the names in response to a
ruling by U.S. Bankruptcy Judge Burton Lifland on April 12.  The
judge told the trustee to continue withholding details about
JPMorgan's know-your-customer rule and anti-money-laundering
procedures.

                      About Bernard L. Madoff

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

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

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

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

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

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


BLOCKBUSTER INC: Dish Plans to Assume More Than 500 Stores
----------------------------------------------------------
Joseph Checkler, writing for Dow Jones Newswires, reports that
Dish Network Corp. plans to assume the leases on more than 500
Blockbuster Inc. stores.

Mr. Checkler relates that, in recent court papers filed with the
U.S. Bankruptcy Court in Manhattan, Blockbuster also listed
hundreds of locations where it plans to reject leases, as its
number of open stores continues to decline. Mr. Checkler notes
neither company provided a specific number as to how many stores
will remain open, but the new round of closings would bring that
number to near or below 1,000, according to court papers.  As of
earlier this month, Blockbuster had either closed or initiated
closings on nearly half of its stores and now has just over 1,700
locations.

According to Dow Jones, Blockbuster said in court papers that it
reserves the right to both remove stores from the list of leases
it plans to assume and to add more.  According to Dow Jones, a
Blockbuster spokesman declined to comment.  Dish didn't
immediately have a comment.

Earlier this month, Dish won the auction for Blockbuster for
$320.6 million.  The deal is expected to be closed by April 25.
The parties' purchase agreement, however, gives Deal until May 5
to close.

According to Mr. Checkler, in an interview following the approval
of the sale, Blockbuster Chief Executive Jim Keyes said
Blockbuster's digital businesses were what attracted strategic
bidders such as Dish, something that other video-rental companies
weren't able to do in their bankruptcies.

                       About Blockbuster Inc.

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

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

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

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

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

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

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

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

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

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

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


BORDERS GROUP: Committee Wins OK for BDO as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Borders Group
Inc.'s Chapter 11 cases received the Bankruptcy Court's permission
to retain BDO USA, LLP as its financial advisor, nunc pro tunc to
Feb. 25, 2011.

As the Committee's financial advisor, BDO will:

  (a) analyze the financial operations of the Debtors, as
      necessary;

  (b) analyze the financial ramifications of any proposed
      transactions for which the Debtors seek Court approval
      including, but not limited to, postpetition financing,
      sale of all or a portion of the Debtors' assets, critical
      vendor payments, assumption or rejection of leases or
      executory contracts, retention of management or employee
      incentive and severance plans;

  (c) analyze and, as needed, assist the Debtors in formulating
      business plans supporting the reorganization of all or
      parts of the Debtors' business;

  (d) analyze and, as needed, assist the Debtors in the
      marketing and sale of substantially all or a portion of
      the Debtors' assets;

  (e) for any proposed sale transaction:

         (i) assist the Committee and the Debtors' estates in
             establishing criteria for potential qualified
             purchasers and bidding procedures;

        (ii) advise the Committee on the identification,
             screening and ranking of prospective qualified
             purchasers;

       (iii) evaluate proposals received from potential
             Purchasers;

        (iv) advise the Committee and the Debtors' estates as to
             strategy and tactics to achieve the highest and
             best alternative from a sale;

         (v) attend any auctions;

        (vi) recommend to the Committee and the Debtors' estates
             the "highest and best" alternative for submission
             to the Court; and

        (vii) assist the Committee and the Debtors' estates
              through the closing process;

  (f) establish criteria and advise the Committee on alternative
      exit strategies;

  (g) prepare certain valuation analyses of the Debtors'
      businesses and assets using various professionally
      accepted methodologies;

  (h) as needed, prepare alternative business projections
      relating to the valuation of the Debtors' business
      enterprise;

  (i) evaluate financing proposals and alternatives proposed by
      the Debtors for debtor-in-possession financing, exit
      financing, and capital raising supporting any plan of
      reorganization;

  (j) conduct any requested financial analysis including
      verifying the material assets and liabilities of the
      Debtors, as necessary, and their values;

  (k) assist the Committee in its review of monthly statements
      of operations submitted by the Debtors;

  (l) perform claims analysis for the Committee;

  (m) assist the Committee in its evaluation of cash flow and/or
      other projections prepared by the Debtors;

  (n) scrutinize cash disbursements on an ongoing basis for the
      period subsequent to the commencement of these Chapter 11
      cases;

  (o) perform forensic investigating services, as requested by
      the Committee and counsel, regarding prepetition
      activities of the Debtors in order to identify potential
      causes of action, including investigating intercompany
      transfers, improvements in position, preferential payments
      and fraudulent transfers;

  (p) analyze transactions with insiders, related and/or
      affiliated companies;

  (q) analyze transactions with the Debtors' financing
      institutions;

  (r) attend meetings of creditors and conferences with
      representatives of the creditor groups and their counsel;

  (s) assist the Committee in its review of the financial
      aspects of any plans of reorganization or liquidation
      submitted by the Debtors and perform any related
      analyses and evaluate best exit strategy;

  (t) assist counsel in preparing for any depositions and
      testimony, as well as prepare any necessary expert reports
      and provide expert testimony at depositions and court
      hearings, as requested; and

  (u) perform other necessary services as the Committee or the
      Committee's counsel may request from time to time with
      respect to financial, business and economic issues that
      may arise.

BDO's professionals will be paid according to the firm's
customary hourly rates:

   Professional                                Rate per Hour
   ------------                                -------------
   PartnerslManaging Directors                 $475 to $795
   Directors/Sr. Managers/Sr. Vice Presidents  $375 to $550
   Managers/Vice Presidents                    $325 to $425
   Seniors/Analysts                            $200 to $350
   Staff                                       $150 to $225

BDO will also be reimbursed for necessary and actual expenses it
incurred or will incur.

William K. Lenhart, a partner at BDO, says his firm has and may
still be involved in matters unrelated to the Debtors' Chapter 11
cases with certain parties, a list of which parties is available
for free at http://bankrupt.com/misc/Borders_BDOClients.pdf


Mr. Lenhart further reveals that BDO provides audit, tax and
valuation services to Barnes & Noble, Inc.  To prevent conflicts
of interest from arising, BDO has erected an ethical wall between
the professionals providing consulting services to the Creditors'
Committee in the Debtors' cases and members of the assurance, tax
and valuation teams, which provide professional services to B&N,
he says.  He mentions that BDO has financial relationships with
PNC Bank, US Bank, N.A., Wells Fargo Retail Finance LLC, Comerica
Bank and Fifth Third Bank, which provide BDO with lending and
banking services in the normal course of BDO's business; but
assures the Court that the nature of BDO's relationship with
these entities does not create a conflict which is adverse to the
Creditors' Committee, the Debtors or the Debtors' estates.

In addition, BDO likely provides and may provide accounting, tax,
valuation or consulting services to creditors of the Debtors or
their affiliates who have yet to be disclosed by the Debtors in
matters unrelated to the Debtors, their affiliates, or these
Chapter 11 cases, Mr. Lenhart relates.  BDO USA is the U.S.
member firm of BDO International and BDO International's
individual member firms have not performed work for the Debtors
or its affiliates, he states.  BDO has been retained and likely
will continue to be retained by certain creditors of the Debtors,
but it is the intention of the firm to use commercially
reasonable efforts to limit any engagements to matters unrelated
to the Debtors' Chapter 11 cases, Mr. Lenhart adds.

Despite those disclosures, Mr. Lenhart insists that BDO is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: UBS Has 3.29 Mil. Shares of Stock
------------------------------------------------
Pursuant to an amended notice of stock ownership, UBS AG
disclosed that it owns 3,293,820 shares of Borders Group, Inc.'s
common stock.

The 3,293,820 shares of BGI common stock are composed of:

  * 3,280,620 shares of BGI common stock, and

  * 132 call options, representing 13,200 underlying common
    stock shares.

In addition, UBS has 32 call option contracts, representing 3,200
underlying BGI common stock shares; and 81 put option contracts,
representing 8,100 underlying shares of BGI  common stock.

UBS further noted that its overall ownership of shares of Borders
common stock has been reduced by 1,100 shares, from 3,294,920
shares in March 2011 to 3,293,820 as of April 2011 due to the
expiration of one long call option contract on March 18, 2011,
and the automatic exercise of 10 long put options on March 18.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Borders Online's Schedules and Statement
-------------------------------------------------------

                        Borders Online, Inc.
                Schedules of Assets and Liabilities

A.   Real Property                                           $0

B.13 Stock and interests                           Undetermined
     See http://bankrupt.com/misc/BOISchedB13StockInterests.pdf
B.16 Accounts receivable
     Intercompany receivable - Borders, Inc.       $15,769,138
B.18 Other liquidated debts
     Tax receivable - GA - Fiscal year end 2008            100
     Tax receivable - NY MTA - Fiscal year end 2008        957
     Tax receivable - TN - fiscal year end 2008          6,282

   TOTAL SCHEDULED ASSETS                          $15,776,477
   ===========================================================

D. Creditors Holding Secured Claims                          $0

E. Creditors Holding Unsecured Priority Claims                0

F. Creditors Holding Unsecured Non-priority Claims            0

   TOTAL SCHEDULED LIABILITIES                              $0
   ===========================================================

                  Statement of Financial Affairs

Borders Online, Inc. disclosed that it made payments, totaling
$556,548,070, to creditors within 90 days preceding the Petition
Date, a schedule of which is available for free at

          http://bankrupt.com/misc/BOI_SofA3b.pdf

The Debtor also made payments, totaling $48,423,388, to insiders
within one year immediately before the Petition Date, a schedule
of which is available for free at:

          http://bankrupt.com/misc/BOI_SofA3c.pdf

The Debtor is a party to an ongoing civil action captioned State
of Illinois v. Borders Group, Inc. & Borders Online, Inc. before
the Circuit Court of Cook County, Illinois.

Borders Senior Vice President of Restructuring Holly Etlin noted
that the Debtor made payments, totaling $9,673,650, related to
debt counseling or bankruptcy within one year immediately before
the Petition Date, a schedule of which is available for free at

            http://bankrupt.com/misc/BOI_SofA9.pdf

The Debtor's books and records were kept by these officers within
two years immediately preceding the Petition Date:

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

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

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

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

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

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

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

James M. Frering                       N/A        N/A
Senior Vice President

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

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

Lynda Y. Pak                           N/A        N/A
Vice President

Rosalind L. Thompson                   N/A        N/A
Senior Vice President

Glen Tomaszewski                       N/A        N/A
Vice President

The Debtor's former officers are:

Name                        Title
----                        -----
Shereen Solaiman            Senior Vice President

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

David S. Laverty            Senior Vice President

Thomas Carney               Executive Vice President &
                             Secretary

                      Two Other Affiliates

Two affiliates of Borders Group, Inc. declared their total assets
and total liabilities:

                             Total Assets     Total Liabilities
                             ------------     -----------------
Borders Online, LLC             $0                  $0
BGP(UK) Limited                 $0             $245,388,494

Under Schedule B.13, each of the Debtors has undetermined stock
interests in incorporated and unincorporated business similar to
Borders Group's stock, schedules of which are available for free
at:

   http://bankrupt.com/misc/BOLSchedB13StockInterests.pdf
   http://bankrupt.com/misc/BGPSchedB13StockInterests.pdf

With respect to BGP, it declared the value of its interests in
Bookshop Acquisitions Ltd. and domain names as undetermined.

Bank of America, N.A. holds a secured debt of $196,469,250 and GA
Capital, LLC asserts a secured claim of $48,919,245, totaling
$245,388,494 against BGP.

In its Statement of Financial Affairs, Borders Online, LLC
reported that it received income other than from the operation of
its business during the two years immediately preceding the
Petition Date:

    Fiscal Year End                        Amount
    ---------------                --------------
        2010                                   $0
        2009                                    0
        2008                            1,072,385

Similarly, BGP (UK) Limited reported that it received income
other than from employment or operation of business during the
two years immediately before the Petition Date:

    Fiscal Year End                        Amount
    ---------------                --------------
        2010                         $127,883,248
        2009                                    0
        2008                                    0

Borders Senior Vice President of Restructuring Holly Etlin
related that Borders Online and BGP each made payments, totaling
$556,548,070, to creditors within 90 days preceding the Petition
Date, schedules of which are available for free at

        http://bankrupt.com/misc/BOL_SofA3b.pdf
        http://bankrupt.com/misc/BGP_SofA3b.pdf

Each of Borders Online and BGP made payments, totaling
$48,423,388, to insiders within one year immediately before the
Petition Date, schedule of which are available for free at:

        http://bankrupt.com/misc/BOL_SofA3c.pdf
        http://bankrupt.com/misc/BGP_SofA3c.pdf

Mr. Etlin disclosed that Borders Online and BGP each made
payments, totaling $9,673,650, related to debt counseling or
bankruptcy within one year immediately before the Petition Date,
schedules of which are available for free at:

        http://bankrupt.com/misc/BOL_SofA9.pdf
        http://bankrupt.com/misc/BGP_SofA9.pdf

BGP transferred its 14.274% stake worth $4,397,148 to Paperchase
Products Limited on July 12, 2010.

The Debtors' books and records were kept by these officers within
two years immediately preceding the Petition Date:

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

Messrs. Tomaszewski and Henry were also in possession of the
books and records of the Debtors at the time of the commencement
of their Chapter 11 cases.

Ernst & Young LLP, in U.S. and U.K., audited the books and
records of the Debtors within two years immediately preceding the
Petition Date.

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

A. Borders Online, LLC

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

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

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

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

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

Lynda Y. Pak                           N/A        N/A
Vice President

Glen Tomaszewski                       N/A        N/A
Vice President

B. BGP (UK) Limited

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

Edward J. Jackson                     N/A          N/A
Director

Glen Tomaszewski                      N/A          N/A
Director

The Debtor's former officers are:

A. Borders Online, LLC

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

David S. Laverty            Senior Vice President

Thomas Carney               Executive Vice President &
                             Secretary

B. BGP (UK) Limited

Name                        Title
----                        -----
Mark R. Bierley             Director

                        About Borders Group

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

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

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

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

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

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

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

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


BRUNDAGE-BONE: Plan Exclusivity Extended to May 31
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado entered on
April 1, 2011, an order granting Brundage-Bone Concrete Pumping,
Inc., and JLS Concrete Pumping, Inc.'s fourth motion for an
extension of their 180-day exclusive period to obtain acceptances
of a plan, to and including May 31, 2011.

As reported in the TCR on April 18, 2011, the Bankruptcy Court
continued the hearing for consider confirmation of Brundage-Bone
Concrete Pumping, Inc. and JLS Concrete Pumping Inc.'s Plan of
Reorganization, as twice amended, to April 29, 2011, at 9:00 a.m.,
and if necessary, said hearing will be continued to May 2, 2011,
at 9:00 a.m.

The Reorganized Debtor will fund distributions under the Plan with
cash on hand, including cash from operations, existing assets, and
proceeds from an exit facility, which is anticipated to be in the
aggregate amount of $15,000,000, including a letter of credit
facility in the amount of $4,500,000.

                      About Brundage-Bone

Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc.,
claim to be the largest providers of concrete pumping equipment in
the U.S.  The Debtors operate a fleet of in excess of 800 concrete
pumps and related pumping equipment in more than 20 states,
primarily in the western, southwestern, and southeast United
States. Brundage-Bone and JLS also actively sell concrete pumps,
parts and service.  Approximately 52% of the Brundage-Bone and JLS
is owned by the founders, Jack Brundage and Dale Bone, who are
also guarantors of a substantial amount of the Debtors' debt.

Brundage-Bone and JLS filed for Chapter 11 protection (Bankr. D.
Colo. Lead Case No. 10-10758) on Jan. 18, 2010.  Harvey Sender,
Esq., John B. Wasserman, Esq., David V. Wadsworth, Esq., and
Matthew T. Faga, Esq., at Sender & Wasserman, P.C., in Denver,
Colo., assist the Debtors in their restructuring effort.  Willian
Snyder of CRG Partners Group, LLC, serves as Chief Turnaround
Officer of the Debtors.

Brundage-Bone disclosed $325,708,061 in assets and $230,277,103 in
liabilities as of the Petition Date.  JLS disclosed $4,046,706 in
assets and $739,166 in liabilities.


BRUNSWICK CORP: S&P Raises Corporate Two Notches to 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Brunswick Corp. two notches to 'B+' from 'B-'.
"At the same time, and we removed all ratings from CreditWatch,
where they were placed with positive implications on Feb. 22,
2011.  The outlook is stable," S&P related.

"At the same time, we revised our recovery ratings on the
company's senior secured notes to '4' from '3'.  The '4
recovery rating indicates our expectation for average (30% to 50%)
recovery for lenders in the event of payment default.  We also
revised our recovery rating on the senior unsecured notes and
debentures to '5' from '6'.  The '5' recovery rating indicates our
expectation for modest (10% to 30%) recovery for lenders in the
event of a payment default," S&P stated.

S&P continued, "In addition, we raised our issue-level ratings on
the secured notes to 'B+' (the same as the corporate credit
rating) from 'B-' and our ratings on the unsecured debt to 'B'
(one notch below the corporate credit rating) from 'CCC' in
accordance with our notching criteria for recovery ratings of '4'
and '5'."

The revised recovery ratings reflect a change in the collateral
for Brunswick's new $300 million revolving credit facility that
closed in March 2011 which now excludes previously included
assets, including the pledge of foreign-equity interests.  The
secured notes are affected because they are secured by second-
priority liens on the collateral that secures the revolving
credit facility.  All of the enterprise value attributable to the
foreign subsidiaries under our simulated default scenario is now
shared on a pro rata basis by the amount of the secured notes not
covered by their collateral and the unsecured debt.  This results
in a decrease in enterprise value for the secured notes and an
increase in value for the unsecured debt.

"The two-notch upgrade reflects our belief that Brunswick will
continue to improve EBITDA in 2011 and sustain total lease- and
pension-adjusted debt to EBITDA below 5x over the intermediate
term," said Standard & Poor's credit analyst Emile Courtney.  "In
addition, we believe that the significant liquidity risks that
were present during the worst period of the recent economic crisis
from high negative EBITDA (resulting primarily from high boat
dealer inventory levels and lower Brunswick marine production
volumes) and the threat of loss of third-party lending programs,
are now behind the company," S&P added.


BURGER KING: Moody's Rates $400MM Notes for Dividend 'Caa1'
-----------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Burger King
Capital Holdings, LLC's (Burger King Capital) proposed
$400 million senior unsecured discount notes due 2019.  In
addition, Moody's affirmed Burger King Corporation's (BKC) B2
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) as well as its Ba3 senior secured bank rating.  Moody's also
revised the rating of BKC's senior unsecured notes to B3 from
Caa1.  BKC is a wholly owned indirect subsidiary of Burger King
Capital.  The outlook was changed to negative from stable.

Ratings Rationale

Proceeds from the proposed $400 million note offering will be used
to fund a special dividend to the company's equity holders in the
event a suitable acquisition is not identified in the near term.

Moody's ratings are subject to review of final documentation.

"The change in outlook to negative reflects the deterioration in
credit metrics -- with leverage at over 7.0 times -- as a result
of higher debt levels associated with the proposed new debt
offering with proceeds used to fund either a special dividend or
acquisition", stated Bill Fahy Moody's Senior Analyst.  "The
outlook also considers the company's relatively weak operating
performance with negative same stores sales that will continue
to be pressured by soft consumer spending and high levels of
discounts and promotions by competitors.  As a result, the
company will have to rely more heavily on cost saving initiatives
or sustainably reducing debt above required amortization to
strengthen credit metrics that are more representative of a B2
CFR over the next twelve months," stated Fahy

The B3 revised rating on the existing $800 million senior
unsecured notes at BKC reflect the benefit of the new $400 million
discount notes which are structurally junior to existing notes.

The B2 Corporate Family Rating reflects Burger Kings weak debt
protection metrics and our expectation that historically high
unemployment and high levels of promotional activities by
competitors will continue to pressure operating performance.
However, the ratings continue to reflect the company's strong
brand recognition, meaningful scale, diversified day part which
boosts returns on invested capital, and good liquidity.

Burger King Capital Holdings, LLC

   New rating assigned;

   -- $400 million guaranteed senior unsecured discount notes due
      2019, rated Caa1 (LGD 6, 95%)

Burger King Corporation

   Ratings affirmed are:

   -- Corporate Family Rating at B2

   -- Probability of Default Rating at B2

   -- $150 million guaranteed senior secured revolving credit
      facility expiring 2015 at Ba3 (LGD 2, 28%)

   -- $1.75 billion guaranteed senior secured term loan B due 2016
      at Ba3 (LGD 2, 28%)

   Rating revised;

   -- $800 million guaranteed senior unsecured notes due 2018, to
      B3 (LGD 5, 76%) from rated Caa1 (LGD 5, 83%)

The ratings outlook is negative.

Factors that could result in a downgrade include an inability to
strengthen debt protection metrics from current pro forma levels
through the successful execution of various cost savings
initiatives or focusing on debt reduction.  Specifically, a
downgrade could occur if Burger King is unable to reduce debt to
EBITDA over the next twelve months to below 6.5 times or if EBITA
to interest approached 1.1 time.  A deterioration in liquidity
could also result in a downgrade.  Given the negative outlook a
higher rating over the near term is unlikely.  However, an upgrade
could occur in the event the company is able to sustainably
strengthen debt protection measures with debt to EBITDA of under
5.0 times and EBITA coverage of interest of at least 2.0 times.
A higher rating would also require the expection of maintaining
very good liquidity.

The principal methodology used in rating Burger King Capital
Holdings, LLC was the Global Restaurant Industry Methodology,
published July 2008.  Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009

Burger King Corporation, with headquarters in Miami, Florida,
operates 1,344 and franchises 10,907 Burger King hamburger quick
service restaurants.  Annual revenues are about $2.4 billion,
although systemwide sales are over $14.0 billion.


C&C LAND: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: C&C Land & Cattle Co., LLP
        6501 E. Santa Elena
        Tucson, AZ 85715

Bankruptcy Case No.: 11-10578

Chapter 11 Petition Date: April 15, 2011

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Scott D. Gibson, Esq.
                  GIBSON, NAKAMURA & GREEN, PLLC
                  2329 N Tucson Blvd.
                  Tucson, AZ 85716
                  Tel: (520) 722-2600
                  Fax: (520) 722-0400
                  E-mail: ecf@gnglaw.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

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

The petition was signed by Jeffrey J. Carter, general partner.


CALIENTE SPRINGS: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Caliente Springs Capital One, LLC
        15305 Little Morongo Rd.
        Desert Hot Springs, CA 92240

Bankruptcy Case No.: 11-22368

Chapter 11 Petition Date: April 14, 2011

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

Judge: Wayne E. Johnson

Debtor's Counsel: Mitchell R. Sussman, Esq.
                  SUSSMAN & ASSOC
                  1053 S Palm Canyon Dr
                  Palm Springs, CA 92264
                  Tel: (760) 325-7191
                  Fax: (760) 325-7258
                  E-mail: raventv1@aol.com

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-22368.pdf

The petition was signed by Paul Beirold, managing member.


CALIFORNIA STEEL: S&P Withdraws 'BB-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'BB-'
corporate credit and senior unsecured debt ratings on Fontana,
Calif.-based California Steel Industries Inc. at the company's
request.  The company recently redeemed its previously
rated unsecured notes.


CAPITALSOURCE INC: Fitch Cuts Issuer Default Ratings to 'BB-'
-------------------------------------------------------------
Fitch Ratings has downgraded CapitalSource Inc.'s (CSE) long-term
Issuer Default Rating to 'BB-' and assigned a long-term IDR of
'BB' to CapitalSource Bank.  The Rating Outlook has been revised
from Negative to Stable.

The downgrade of CSE reflects its transition to bank holding
company (BHC) status, as defined by Fitch, and is consistent
with Fitch's criteria and methodology for rating bank holding
companies.  As a BHC, CSE's obligation to support its bank
subsidiary takes priority relative to its own recourse debt
obligations which amounted to approximately $0.9 billion at
Dec. 31, 2010.  The downgrade also reflects CSE's, inconsistent
operating performance, elevated nonperforming asset levels and the
challenges inherent in liquidating a stressed portfolio.  CSE's
strong liquidity provides support at the new, lower IDR and,
should debt at the holding company diminish significantly, Fitch
would revisit the relative notching.

The assignment of a 'BB' long-term IDR to CapitalSource Bank
reflects the bank's solid current liquidity and capitalization,
offset by execution risks associated with the company's plan
to convert CSB to a commercial bank charter, lack of operating
history and unseasoned performance of bank loan originations,
a heavy reliance on spread income, poor but improving credit
quality of legacy loan exposures, and a rate-sensitive deposit
base.  Additionally, the bank's competitive positioning longer-
term remains uncertain, given its limited market participation
in recent years.

Fitch has also adjusted its notching of CSE's debt instruments
relative to its IDR.  Based on the payment priority rights
imbedded within CSE's remaining debt obligations, senior secured
creditors remain in a more favorable position than subordinated
creditors in the event of default.  Accordingly, Fitch has
assigned the senior secured debt rating one notch above the
IDR, reflecting enhanced recovery prospects in the event of
liquidation.  The subordinated convertible is notched one level
below the IDR reflecting its junior priority.  However, the
notching on the subordinated debt has been narrowed as senior
debtholders have allowed CSE absent a default, to use available
cash to purchase the subordinated convertible debt prior to
maturity of the senior secured debt.  The convertible debt is
redeemable in July 2011 and July 2012 and the senior secured
debt matures in 2014.  At year-end 2010, senior secured
obligations amounted to $286 million and subordinated debt
amounted to $530 million versus $585 million of cash and liquid
securities at CSE.

Fitch recognizes that transition of the company's funding platform
has progressed substantially, as $4 billion of the $6.3 billion
of parent company debt outstanding at fiscal year end (FYE) 2008
has been repaid from loan portfolio proceeds.  Parent company
liquidity primarily consists of cash generated from repayment of
the legacy loan portfolio, and, relative to expected near-term
funding requirements is considered solid.

Fitch also believes CSB's overall capital base is solid compared
to similarly rated peers.  However, given the credit quality
concerns surrounding the legacy portfolio, a capital base of this
size is considered appropriate to support current bank ratings.
FDIC requirements include maintaining a minimum total risk-based
capital ratio of 15%, minimum Tier-1 risk-based capital ratio of
6%, and a minimum Tier-1 leverage ratio of 5%.  At Dec. 31, 2010,
CSB's ratios exceeded these requirements and equaled 18.13%,
16.68% and 13.15%, respectively.  CSB's tangible stockholder's
equity to tangible assets ratio equaled 12.61% and exceeded the
minimum 10% required under an approval order with the CA Dept. of
Financial Institutions.

Deterioration in the legacy loan portfolio asset quality
metrics over the last two years peaked during the first half of
2010. Trends and metrics began to show gradual improvement
throughout 2010 and have steadily declined over the last few
quarters.  Overall delinquencies (30+ days) gradually declined
during 2010 and have decreased by $766 million since Dec. 31, 2009
to $696 million at Dec. 31, 2010.  Non-accruing loans peaked at
$1.14 billion in first quarter 2010 (1Q'10) and have fallen to
$699 million at Dec. 31, 2010.  Impaired loans have fallen to
$931 million since peaking at $1.5 billion at June 30, 2010.
Trailing 12-month charge-offs peaked at $659 million at Dec. 31,
2009 and steadily declined during 2010 to $426 million at Dec. 31,
2010.

Over the past three years, the company's consolidated financial
performance has reflected deteriorating asset quality metrics
and included increases in non-performing loans, loss provisioning
and recognition of substantially higher loan losses.  As a result,
reported pre-tax losses on continuing operations equaled
$(161) million, $(775) million and $(459) million for FYE 2010,
2009 and 2008, respectively.  However, given the recent improving
credit performance metrics, the company markedly reduced loss
provisioning over the last three quarters of 2010.  As result of
lower loss provisioning and higher loan origination volume within
CSB, pre-tax income on a quarterly basis has steadily improved
from ($198 million) in 1Q'10 to $42 million in 4Q'10.  Fitch notes
that reversal of current credit performance trends would likely
result in higher loss provisioning and offset any operating
momentum generated by loan growth within the bank.

The revision of the Outlook to Stable from Negative reflects
recent stabilization in credit trends, solid bank capitalization,
improved liquidity, and progress made in liquidating the legacy
loan book.

However, an inability to compete effectively and grow origination
volumes, deterioration in asset quality, continued operating
losses, a reduction in liquidity relative to outstanding debt,
and/or reduced capitalization could yield negative rating action.

Conversely, while Fitch believes positive rating momentum is
limited over the intermediate term, further liquidation of legacy
loan exposure within established loss reserves, repayment of
remaining CSE debt, clarity regarding the outcome of the company's
plan to convert CSB to a commercial bank from an industrial loan
bank, stronger asset quality, improved operating consistency, the
development of a 'sticky' deposit base over market cycles, and the
retention of solid capitalization, could provide positive rating
momentum.

Fitch has taken these rating actions:

CapitalSource Inc.

   -- LT IDR rating downgraded to 'BB- from 'BB';

   -- Senior secured rating affirmed at 'BB';

   -- Senior subordinate rating upgraded to 'B+' from 'B'.

The Rating Outlook is Stable.

Fitch has assigned these ratings:

CapitalSource Bank

   -- LT IDR rating 'BB';

   -- LT deposits 'BB+'';

   -- ST IDR 'B';

   -- ST deposits 'B'

   -- Individual 'C/D';

   -- Support '5;

   -- Support Floor 'NF'.

The Rating Outlook is Stable.


CAREMORE HOLDINGS: S&P Raises Counterparty Credit Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its counterparty
credit and senior secured debt ratings on CareMore Holdings Inc.
to 'B+' from 'B'.  The outlook is stable.

"In our view, CareMore is executing on its organic and geographic
diversification growth strategies to improve its business and
earnings profile, which has strengthened the company's overall
creditworthiness," said Standard & Poor's credit analyst Hema
Singh.  "The company's growing revenue base and market diversity
enhance its overall earnings profile."

As of March 2011, membership had increased to 54,000 members from
34,000 at year-end 2009.  CareMore's EBIT ROR was 7% in 2010, and
its three-year (2008-2010) average EBIT ROR was 9%.

"Results in 2010 were still very good for the rating level, but
they were slightly lower than historical returns," said Ms. Singh.
Lower pretax income and return on revenue result primarily from
new membership growth, which typically has a higher medical loss
ratio in the first year; business expenses stemming from expansion
into new markets and key information technology investments; and
lower reimbursement from the Centers for Medicare & Medicaid
Services.

"CareMore is a small company with modest scale and exposure to
various market concentrations, which constrains our view of the
company's overall credit profile.  However, its niche presence in
a market segment with favorable organic growth prospects appears
to be well established as a result of its focused operations," S&P
related.

S&P continued, "In 2011, we are assuming an increase in the
medical loss ratio to about 80% (plus or minus 100 basis points),
and we expect CareMore to report an EBIT ROR of 6%-7% on revenue
of $860 million to $880 million.  If CareMore achieves our
earnings and cash flow expectations, we believe its EBITDA
interest coverage (including adjustments for imputed interest for
operating leases) would exceed 8x.  We expect debt to EBITDA to
remain moderately conservative for the rating level between 1.6x
and 2x."

"The stable outlook reflects our expectation that CareMore will
sustain its overall business and earnings profile improvements, as
well as our view that the company is well positioned to continue
its geographic diversification growth strategy," said Ms. Singh.
The outlook also reflects the limited potential for a rating
change in the next 12 months unless financial metrics deteriorate
significantly beyond our expectations for 2011-2012.


CARLISLE APARTMENTS: Court Extends Plan-Filing Exclusive Period
---------------------------------------------------------------
On March 18, 2011, The Carlisle Apartments, L.P., filed with the
U.S. Bankruptcy Court for the Southern District of New York, a
request to extend its exclusive periods to file a Chapter 11 plan
of reorganization and solicit acceptances.

The Court set April 14, 2011 as the date to hear the Request.

Subsequently, on March 25, 2011, the Court ruled that without
finding whether or not exclusivity will expire prior to the
scheduled hearing, the Exclusive Period to file a Chapter 11 plan
is, extended through and including the date that an order is
entered on the Request.

                   About The Carlisle Apartments

The Carlisle Apartments, L.P., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 10-16805) in Manhattan on Dec. 27, 2010.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Peter Alan Zisser, Esq., at Squire, Sanders & Dempsey LLP, in New
York, serves as bankruptcy counsel to the Debtor.  Gordian Group,
LLC, is the investment banker and financial advisor.


CAVE LAKES: Receives Dismissal of Chapter 11 Case
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has granted
the motion of Cave Lakes Canyon, LLC, to dismiss its Chapter 11
case.

In the motion, Debtor disclosed that it filed for Chapter 11 to
forestall a pending foreclosure action by the first deed holder on
its real property located in Kanab, Utah consisting of 40
adjoining parcels of land each containing from 2.7 acres to 640
acres for a total size of 1,468.72 acres, more or less.

The Debtor has negotiated a settlement with all unsecured
creditors and by selling a portion of its property to Cave Lake
Partners, LLC, and bringing in additional investors now allows it
to service its debts to the secured creditors.

Debtor said in its motion that it believes that it has met the
criteria of cause and the best interests of its creditors and the
estate found in 11 U.S.C. Sec. 1112(b)(1) for a dismissal of its
bankruptcy case.

Las Vegas, Nevada-based Cave Lakes Canyon, LLC, filed for Chapter
11 bankruptcy protection on July 1, 2010 (Bankr. D. Nev. Case No.
10-22419).  Neil J. Beller, Esq., in Las Vegas, Nevada, serves as
the Debtor's bankruptcy counsel.  The Debtor disclosed $18,283,110
in total assets and $4,122,607 in total debts as of the Petition
Date.


CCS CORPORATION: Bank Debt Trades at 4% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which CCS
Corporation, formerly known as CCS Income Trust, is a
borrower traded in the secondary market at 95.79
cents-on-the-dollar during the week ended Friday, April 15,
2011, an increase of 0.40 percentage points from the
previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company
pays 300 basis points above LIBOR to borrow under the
facility.  The bank loan matures on November 5, 2014, and
carries Moody's B2 rating and Standard & Poor's B rating.
The loan is one of the biggest gainers and losers among 192
widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                       About CCS Corporation

CCS Corporation is an opportunity-rich growth organization
that provides energy and environmental waste management
services.  Focused on disciplined growth, CCS maintains its
long-term comprehensive commitment to environmental stewardship
by continually setting -- and raising -- industry standards.
CCS services the global energy and environment sectors through
four major divisions; CCS Midstream Services, CCS Energy
Marketing, HAZCO Environmental & Decommissioning Services
and Concord Well Servicing.  CCS was formerly known as CCS
Income Trust and changed its name on November 14, 2007.
The Company was founded in 1984 and is based in Calgary, Canada.

                           *     *     *

In August 2010, Standard & Poor's Ratings Services said it revised
its outlook on CCS Corp. to stable from negative and  affirmed its
'B' long-term corporate credit rating.  "S&P believes the 2009
business environment represented a trough for CCS' revenues and
cash flows," said Standard & Poor's credit analyst Michelle
Dathorne.  The company maintained stable margins in its midstream
division, which accounts for the majority of its operating cash
flows; and leveraged effective cost management to temper margin
erosion in its oilfield services segment, which ensured the cash
flow generation to meet its financing obligations and required
capital spending.  "S&P continue to believe the company's balance
sheet is overleveraged, given its business mix and market
position; however, forecast liquidity should meet all funding
requirements," Ms. Dathorne added.


CHINA AGRITECH: Receives Notice of Delisting from Nasdaq
--------------------------------------------------------
China Agritech, Inc., announced on April 18, 2011, that it has
received a letter dated April 12, 2011 from The NASDAQ Stock
Market LLC advising that the Nasdaq Staff intends to delist the
Company's common stock based on public interest concerns and the
Company's failure to file its 2010 Form 10-K on time.  Nasdaq
stated that its determination was based on Nasdaq's broad
discretionary authority pursuant to Listing Rule 5101 to deny
continued listing and the failure of the Company to comply with
Listing Rule 5250(c)(1) related to the filing of periodic
financial reports.

The Company has filed an appeal of the determination by requesting
an oral hearing before a Nasdaq listing qualifications panel.
There can be no assurance that the appeal will be successful.  The
trading suspension, which commenced on March 14, 2011, remains in
effect pending a decision by the panel.

In response to allegations made in a short seller's report and a
report by its former auditors, Ernst & Young Hua Ming, regarding
issues that surfaced during the audit process, the Company has
formed a Special Committee of the independent members of its board
of directors to conduct an investigation. The Special Committee
engaged the law firm of TroyGould PC to advise it in connection
with its investigation, and TroyGould retained BDO China Li Xin Da
Hua Certified Public Accountants Co., Ltd. to assist in the
investigation with respect to various accounting issues, including
specific financial transactions and customer relationships. In
addition, the Company has recently appointed Simon & Edward, LLP
to serve as its independent registered public accounting firm,
effective April 6, 2011. The internal investigation is currently
in process, but it is uncertain when the Company will be able to
file its 2010 Form 10-K.

                         About China Agritech

China Agritech, Inc. -- http://www.chinaagritechinc.com-- is
engaged in the development, manufacture and distribution of liquid
and granular organic compound fertilizers and related products in
China. The Company has developed proprietary formulas that provide
a continuous supply of high-quality agricultural products while
maintaining soil fertility. The Company sells its products to
farmers located in 28 provinces of China.


CIVIC PARTNERS: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Civic Partners Sioux City, LLC
        7777 Center Avenue, Suite 300
        Huntington Beach, CA 92647

Bankruptcy Case No.: 11-00829

Chapter 11 Petition Date: April 14, 2011

Court: United States Bankruptcy Court
       Northern District of Iowa (Sioux City)

Judge: William L. Edmonds

Debtor's Counsel: A. Frank Baron, Esq.
                  BARON, SAR, GOODWIN, GILL & LOHR
                  750 Pierce Street
                  P.O. Box 717
                  Sioux City, IA 51102
                  Tel: (712) 277-1015
                  Fax: (712) 277-3067
                  E-mail: afbaron@baronsar.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/ianb11-00829.pdf

The petition was signed by Steven P. Semingson, managing member.


CLEAR CHANNEL: Bank Debt Trades at 11% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary
market at 89.46 cents-on-the-dollar during the week ended
Friday, April 15, 2011, a decrease of 0.56 percentage points
from the previous week according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  The
Company pays 365 basis points above LIBOR to borrow under the
facility.  The bank loan matures on January 30, 2016, and
carries Moody's Caa1 rating and Standard & Poor's CCC+ rating.
The loan is one of the biggest gainers and losers among 192
widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                    About CC Media and Clear Channel

Clear Channel Communications, Inc.
-- http://www.clearchannel.com/--is a diversified media
company with three primary business segments: radio
broadcasting, outdoor advertising and live entertainment.
Clear Channel (OTCBB:CCMO) is the operating subsidiary of
San Antonio, Texas-based CC Media Holdings, Inc.

CC Media's balance sheet at Dec. 31, 2010, showed
$17.48 billion in total assets, $1.25 billion in current
liabilities, $20.61 billion in long-term liabilities and a
$7.20 billion shareholders' deficit.

                            *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer
default rating of 'CCC' from Fitch Ratings.

Fitch said in November 2010, that its ratings concerns center
on the company's highly leveraged capital structure, with
significant maturities in 2014 and 2016; the considerable
interest burden that pressures free cash flow generation;
technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical
advertising revenue.  The ratings are supported by the
company's leading position in both the outdoor and radio
industries, as well as the positive fundamentals and digital
opportunities in the outdoor advertising space.

In February 2011, Standard & Poor's affirmed its 'CCC+'
corporate credit rating and positive outlook on CC Media
Holdings and operating subsidiary Clear Channel, which S&P
views on a consolidated basis.  S&P said the 'CCC+' CCR on
CC Media Holdings reflects the risks surrounding the longer-
term viability of the company's capital structure-- in
particular, refinancing risk relating to sizable secured
debt maturities in 2014 ($3.2 billion pro forma for the
transaction) and 2016 ($10.4 billion).  In S&P's view, the
Company has a satisfactory business risk profile, due to its
position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and
moderate long-term growth prospects at the outdoor business.
S&P views the financial risk profile as highly leveraged,
given the Company's significant refinancing risk, roughly
break-even EBITDA coverage of interest expense, and slim
discretionary cash flow.


C.M.B. III: Hearing on Further Use of Cash Collateral on April 26
-----------------------------------------------------------------
C.M.B. III, L.L.C., asks authority from the U.S. Bankruptcy Court
for the District of Arizona to use rents and other income
generated by the Debtor's property to pay for the reasonable and
necessary expenses set forth on its April Budget, to the extent
not already approved.

Union Fidelity Life Insurance Company made a loan to the Debtor
evidenced by, among other things, a Promissory Note dated Sept. 7,
2006, in the original principal amount of $18 million executed by
the Debtor in favor of Union Fidelity.  As of Aug. 31, 2010, Union
Fidelity asserts that the outstanding amounts owing from the
Debtor to Union Fidelity were at least $17,033,010, including
principal, accrued interest and late charges.

Union Fidelity asserts a claim against it, allegedly secured by
parcels 7A and 7B of the Debtor's real estate property, and the
rents associated with those properties, for $17 million.  Thus,
the only potential current "cash collateral" involved in this case
would be the rents payable by the tenants in parcels 7A and 7B in
which Union claims an interest, Richard M. Lorenzen, Esq., at
Perkins Coie LLP, in Phoenix, Arizona -- RLorenzen@perkinscoie.com
-- tells Judge George B. Nielsen Jr.

Mr. Lorenzen reminds the Court that Union Fidelity has raised
multiple objections to the Debtor's requests for use of cash
collateral.  To accommodate Union Fidelity's concerns, the Debtor
made concessions, providing information to Union Fidelity
regarding payroll expenses and duties of the employees.

As reported by the Troubled Company Reporter on January 6, 2011,
CMB Union Fidelity reached an agreement allowing the interim use
of cash collateral until Jan. 31, 2011.

Courts have consistently found that a debtor's use of cash
collateral to pay the reasonable and necessary operating expenses
of the debtor's property, by itself, satisfies the "adequate
protection" requirement of Section 363(c)(2) of the Bankruptcy
Code, Mr. Lorenzen contends.  He asserts that Union Fidelity is
protected from any risk by the use of the income of the cash
collateral to pay necessary expenses.  He emphasizes that the use
of the income to operate and maintain the properties will protect
Union Fidelity's alleged interest in the properties and will
protect against a decrease in the value of the properties.

As per the minutes of the April 7, 2011 hearing on the cash
collateral motion, the Court authorized the Debtor to use cash
collateral on the expanded level on an interim basis.  The Court
also continued the hearing to April 26, 2011.

                        About C.M.B. III

Phoenix, Arizona-based C.M.B. III, L.L.C., filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 10-30496) on
September 23, 2010.  Richard M. Lorenzen, Esq., Perkins Coie Brown
& Bain P.A., assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $10 million to $50
million as of the Chapter 11 filing.  Maureen Gaughan was named
Chapter 11 Trustee to take over management of the Debtor's assets.


C.M.B. III: Ch. 11 Trustee Retains Ryley Carlock as Counsel
-----------------------------------------------------------
Maureen Gaughan, Chapter 11 Trustee in the bankruptcy case of
C.M.B. III, L.L.C., sought and obtained permission from the U.S.
Bankruptcy Court for the District of Arizona to employ Ryley
Carlock & Applewhite as her counsel, nunc pro tunc March 17, 2011.

As counsel, RC&A will advise and represent the Chapter 11 Trustee
with respect to matters and proceedings in the case, and will
assist her in pursuing the Debtor's accounts receivable,
preferences and fraudulent transfers to related entities.

RC&A will be paid for its services according to its standard
hourly rates, which range from $190 to $650 for its attorneys and
$145 to $195 for its paralegals.

John J. Fries, Esq., a shareholder of RC&A, will be the lead
counsel, with an hourly rate of $450.

Mr. Fries assures the Court that RC&A does not represent any
parties in any matter adverse to the interests of the Debtor.

                        About C.M.B. III

Phoenix, Arizona-based C.M.B. III, L.L.C., filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 10-30496) on
September 23, 2010.  Richard M. Lorenzen, Esq., Perkins Coie Brown
& Bain P.A., assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $10 million to
$50 million as of the Chapter 11 filing.


CMHA-TCB I: Wants Access to Cash Collateral Until December
----------------------------------------------------------
CMHA-TCB Laurel Homes I Limited Partnership and CMHA-TCB Laurel
Homes V Limited Partnership seek authority from the U.S.
Bankruptcy Court for the Southern District of Ohio to access cash
collateral until December 2011.

Cincinnati Development Fund made a construction/term loan to
Laurel Homes V pursuant to a construction/term loan agreement
dated Sept. 20, 2006, and was the holder of a promissory note from
Laurel Homes V executed on Sept. 20, 2006, in an amount not to
exceed $2,763,000.  The Laurel V Note is secured by an open-end
leasehold mortgage, security agreement, assignment of rents and
leases, and assignment of mortgage dated Sept. 20, 2006.  CDF
transferred the Laurel V Note to PNC Bank, N.A.  The current
outstanding principal balance owed to PNC is $2,735,038, plus
interest.

CDF made a construction/term loan to Laurel Homes I pursuant to a
construction/term loan agreement dated Oct. 24, 2002, and was the
holder of a promissory note from Laurel Homes I executed on
Oct. 24, 2002, in an amount not to exceed $3,127,000.  The Laurel
I Note is secured by an open-end leasehold mortgage, security
agreement, assignment of rents and leases, and assignment of
mortgage dated Oct. 24, 2002.  CDF transferred the Laurel I Note
to The Provident Bank, as trustee.  PNC is the successor-in-
interest to Provident pursuant to Provident's merger with National
City Bank and PNC's subsequent merger with NCB.  The current
outstanding principal balance owed to PNC is $2,455,379.80, plus
interest.

Charles M. Meyer, Esq., at Santen & Hughes, explains the Debtors
need the money to fund their Chapter 11 cases, pay suppliers and
other parties.

The Debtors will use the collateral pursuant to these budgets:

         http://bankrupt.com/misc/CMHA_TCB_I_budget.pdf
         http://bankrupt.com/misc/CMHA_TCB_V_budget.pdf

In exchange for using the cash collateral, the Debtors propose to
grant PNC replacement liens and security interest in all
prepetition collateral, as well as rents acquired on or after the
Petition Date.  The Debtors will also make monthly payments to PNC
on an ongoing basis, as indicated in the budget.

                       About CMHA/TCB Laurel

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

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

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


CMHA-TCB V: Wants Access to Cash Collateral Until December
----------------------------------------------------------
CMHA-TCB Laurel Homes I Limited Partnership and CMHA-TCB Laurel
Homes V Limited Partnership seek authority from the U.S.
Bankruptcy Court for the Southern District of Ohio to use cash
collateral until December 2011.

Cincinnati Development Fund made a construction/term loan to
Laurel Homes V pursuant to a construction/term loan agreement
dated Sept. 20, 2006, and was the holder of a promissory note from
Laurel Homes V executed on Sept. 20, 2006, in an amount not to
exceed $2,763,000.  The Laurel V Note is secured by an open-end
leasehold mortgage, security agreement, assignment of rents and
leases, and assignment of mortgage dated Sept. 20, 2006.  CDF
transferred the Laurel V Note to PNC Bank, N.A.  The current
outstanding principal balance owed to PNC is $2,735,038.35, plus
interest.

CDF made a construction/term loan to Laurel Homes I pursuant to a
construction/term loan agreement dated Oct. 24, 2002, and was the
holder of a promissory note from Laurel Homes I executed on
Oct. 24, 2002, in an amount not to exceed $3,127,000.  The Laurel
I Note is secured by an open-end leasehold mortgage, security
agreement, assignment of rents and leases, and assignment of
mortgage dated Oct. 24, 2002.  CDF transferred the Laurel I Note
to The Provident Bank, as trustee.  PNC is the successor-in-
interest to Provident pursuant to Provident's merger with National
City Bank and PNC's subsequent merger with NCB.  The current
outstanding principal balance owed to PNC is $2,455,379.80, plus
interest.

Charles M. Meyer, Esq., at Santen & Hughes, explains the Debtors
need the money to fund their Chapter 11 cases, pay suppliers and
other parties.

The Debtors will use the collateral pursuant to these budgets:

         http://bankrupt.com/misc/CMHA_TCB_I_budget.pdf
         http://bankrupt.com/misc/CMHA_TCB_V_budget.pdf

In exchange for using the cash collateral, the Debtors propose to
grant PNC replacement liens and security interest in all
prepetition collateral, as well as rents acquired on or after the
Petition Date.  The Debtors will also make monthly payments to PNC
on an ongoing basis, as indicated in the budget.

                       About CMHA/TCB Laurel

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

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

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


COLONIAL BANCGROUP: FDIC Asks for Conversion to Ch. 7 Liquidation
-----------------------------------------------------------------
BankruptcyData.com reports that Federal Deposit Insurance
Corporation, in its capacity as receiver for Colonial Bank,
Montgomery, Alabama, filed with the U.S. Bankruptcy Court a motion
to convert the Colonial BancGroup case from Chapter 11
reorganization to Chapter 7 liquidation status.

According to BData, the motion asserts, "The Debtor is not a
viable business capable of reorganization or rehabilitation.
Significantly all of its operating assets were placed into
receivership and sold. The Debtor has yet to articulate a
reasonable advantage to be gained by proceeding under its proposed
plan as opposed to liquidating under chapter 7. On the other hand,
liquidation under chapter 7 will significantly reduce
administrative expenses and, thus, maximize value for the estate
and all creditors.  The FDIC-Receiver believes that by insisting
on this futile chapter 11 process, the Debtor is no longer
performing its duties as a debtor in possession in compliance with
its fiduciary duties to all estate creditors. Rather, the Debtor
has apparently ceded control of this case to creditors who have
purchased their claims at a deep discount and who are committed to
an aggressive litigation strategy."

The Court scheduled a May 11, 2011, hearing to consider the
motion.

                    About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver.  The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina.  BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the
Debtor.  The Debtor disclosed $45 million in total assets and $380
million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.


COMMUNITY CHOICE: Moody's Assigns 'B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and a B3 rating to the senior secured notes issuance of Community
Choice Financial, Inc.  The rating outlook is stable.

Ratings Rationale

The ratings reflect CCF's strong management team.  The strength
of the management team was severely tested in late 2008 and
calendar 2009 in the aftermath of legislative elimination of the
statutes under which the company previously conducted its lending
business in its home state of Ohio, where CCF had significant
concentration.  The company successfully navigated this crisis,
closing a small number of stores, switching to an alternative
lending product, and diversifying both geographically and by
product offering.

The ratings also reflect the efficiency of CCF's operations,
emphasizing careful targeting of store locations and maximization
of customer count per location (5-7 teller window stores versus
more conventional 2-4 windows) rather than expanding store count.
This approach has led to superior operating margins versus
competitors.

Moreover, despite its increased debt load following the proposed
transaction, CCF's key leverage (adjusted debt/EBITDAR) and debt
service (adjusted EBIT/interest expense) metrics compare favorably
with rated peers.

In addition, CCF benefits from ongoing solid demand for its
product offerings from the US's large unbanked and underbanked
population.

Balancing these positive are a number of credit challenges.

CCF has significant geographic concentrations, particularly
in Ohio and (post-acquisition) California.  This creates
vulnerability to unforeseen circumstances including unfavorable
legislative and/or regulatory initiatives.

The acquisition of California Check Cashing Stores (CCCS) is by
far the largest in CCF's history and introduces significant
integration and execution risks.

The intensified regulatory environment -- including the recent
creation of the Consumer Financial Protection Bureau -- and the
controversial nature of the core payday loan product exacerbate
CCF's vulnerability to adverse legislative/regulatory outcomes;
moreover, adverse litigation outcomes also pose a continuing
threat.

In terms of notching, the rating for the senior secured notes
is equalized with the CFR.  This reflects the fact that the
notes comprise approximately 90% of CCF's debt structure, and
the relative levels of asset coverage afforded the notes versus
the company's senior secured revolving credit facility.

Moody's rating of the notes is based upon an analytical framework
for finance companies that determines the rating "notches"
assigned to a company's various classes of debt versus its
corporate family rating, considering: 1) the relative proportion
of each distinct class of debt within the company's capital
structure; and 2) the relative quality and adequacy of asset
coverage associated with each class of debt.  A class of debt is
defined by terms regarding seniority, pledge of security,
guarantees or other support, and covenants.  This framework does
not apply to securitizations and hybrid debt instruments.  A
single class of debt that represents a preponderance of a
company's total debt will typically be rated the same as the
company's corporate family rating.  A class of debt that
constitutes less than a preponderance of a company's total debt
can be rated as many as two notches higher or two notches lower
than the company's corporate family rating, depending upon the
strength or weakness of its creditor protections, nominally and in
comparison to other debts issued by the company.

This rating action is Moody's initial rating action for CCF.

The principal methodology used in this rating was Analyzing the
Credit Risks Of Finance Companies published in October 2000.

CCF, based in Dublin, Ohio, is a financial services retailer
serving the underbanked consumer. The company has 433 stores
located in 14 states in the U.S.


COMMUNITY CHOICE: S&P Hikes LT Counterparty Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
counterparty credit rating on Community Choice Financial Inc.
(CCFI, formally CheckSmart Financial Co.) to 'B-' from 'CCC+'.
"At the same time, we rated CCFI's new $370 million senior
secured notes 'B-' and assigned a recovery rating of '4',
indicating our expectations for average (30% to 50%) recovery
of principal and six months of prepetition interest in the event
of a default.  The outlook is stable," S&P related

"We are raising our rating on CCFI because of the relative
resilience of the company's business model during a difficult
regulatory and legislative environment; the company's acquisition
of CCCS, which will increase geographic and product diversity; and
the company's refinancing transaction, which will materially
extend debt maturities," said Standard & Poor's credit analyst
Rian M. Pressman, CFA.  CCFI will use the $370 million in eight-
year senior secured notes, along with excess cash, largely to
refinance existing combined company debt, which totals
approximately $289 million and includes $80 million of
CCCS's indebtedness.  CCFI will acquire CCCS in exchange for 23%
equity interest in the consolidated company.  Concurrent with the
transaction, CCFI will pay a dividend to its shareholders.  Pro
forma for the acquisition, 2010 coverage metrics weaken after the
transaction, but remain good for the current ratings level.

"Irrespective of the transaction, we feel that the near-term
legislative risk in Ohio has receded.  Furthermore, the
acquisition of CCCS enables CCFI to diversify away from its
dependence on Ohio and consumer lending.  (Nevertheless, we think
that geographic concentrations and legislative risks remain high
in the medium-to-long term.)  In Ohio, the State House and Senate
are now Republican dominated after the November 2010 election,
which is generally a positive for CCFI because the party is
generally more sympathetic to the company's interests.  (This
isn't absolute, however, because the new Speaker of the Ohio House
has been a vocal industry opponent.)  Moreover, the newly elected
governor of Ohio, John Kasich, shares a similar pro-business
outlook," S&P related.

The company's ability to fill revenue gaps by introducing new
products and innovating changes to existing products is a primary
reason behind the upgrade.  For example, in Arizona the law that
authorized payday lending expired on June 30, 2010, effectively
eliminating payday lending in that state.  In response, the
company only closed 4.4% of its stores in the state and replaced
lost revenues through other products, including title loans and
prepaid card products.  "This gives us some encouragement that if
consumer lending were discontinued in Ohio or California, the
company might be able to keep stores open profitably.
Nevertheless, we are uncertain as to whether the company would be
able to execute the same strategy in Ohio or California--given the
larger proportion of total revenues earned in those states--if
consumer loan revenue were severely curtailed or eliminated," S&P
noted.

"CCCS is the largest acquisition in the company's history, and we
believe there are operational risks associated with this business
combination.  The transaction also includes a dividend to CCFI's
shareholders. The dividend and the incremental goodwill from the
acquisition will further weaken tangible equity.  Although we
recognize that CCFI's shorter-term consumer loans do not require
as much equity support as term lenders or other long-term
investors do, the lack of tangible equity still limits the
ratings," S&P continued.

The outlook is stable, reflecting the reduced near-term
legislative risk in Ohio, the incremental geographic and product
diversity that will accompany the CCCS acquisition, and the
company's expected post-acquisition leverage, which supports the
rating.  "We could lower the rating if leverage increases
materially or if legislative/regulatory issues arise that could
jeopardize the company's business.  We could raise the ratings if
leverage decreases and the emerging state/federal regulatory
regime for the industry becomes more settled," S&P added.


CRC HEALTH: S&P Affirms 'B-' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'B-'
corporate credit rating and all issue-level ratings on Cupertino,
Calif.-based behavioral health care services provider CRC Health
Corp.  "We also revised our outlook to stable," S&P noted.

"In addition, we assigned a 'B+' issue rating to the $309 million
term loan B-2 due 2015 and to the $63 million extended revolver
also due 2015.  The recovery rating on the debt is '1', indicating
expectations for very high (90%-100%) recovery or principal in the
event of default," S&P said.

"The outlook revised reflects the company's recent amendment to
its existing credit agreement, which meaningfully diminishes near-
term refinancing risk," explained Standard & Poor's credit analyst
Tahira Wright.

"The low speculative-grade ratings on CRC reflect a vulnerable
business risk profile resulting from the discretionary nature of
demand for services that are provided by numerous competitors,"
added Ms. Wright.  In particular, a weak economy is affecting the
company's Healthy Living division.  Moreover, its highly leveraged
financial risk profile reflects its large debt burden and
limited liquidity.

CRC Health amended and extended the terms on its credit agreement,
resulting in $309 million of its original $398 million term loan B
(now term loan B-2) and $63 million of its $100 million senior
secured credit facility with an extended maturity through 2015
from an original maturity date of 2013.  CRC Health Group Inc.
also amended and extended the terms on its senior term loan by
bifurcating $137 million of the $157 million loan to tranche A
with an extended maturity date of 2016, with the remaining loan
maintaining its original maturity date of 2013.  The company also
received consents from its lenders which delayed $65 million (86%)
of the $80 million applicable high-yield discount obligation
(AHYDO) payment, originally due 2012-2016, and pushed back the
remaining $15 million (14%) to 2013.


CREDIT-BASED ASSET: Selects Ernst & Young as Tax Advisor
--------------------------------------------------------
Credit-Based Asset Servicing and Securitization LLC and its debtor
affiliates sought and obtained from the U.S. Bankruptcy Court for
the Southern District of New York authority to employ Enrst &
Young LLP as tax advisors nunc pro tunc to Nov. 12, 2010.

Ernst & Young will render these tax compliance and tax consulting
services through the course of the Debtors' Chapter 11 Cases:

   1. C-BASS CBO Holding LLC Tax Compliance Services:

      * Preparation of federal form 1120-REIT and state and local
        income tax returns, along with related estimates and
        extension requests, if applicable, for the year ended
        Dec. 31, 2010.

      * Review of the REIT asset and other qualification tests.

   2. C-BASS LLC Tax Compliance Services:

      * Review and signing of federal income tax return, Form
        1065, NYS partnership tax return, Form IT - 204, New York
        City unincorporated business tax return, Form NYC 204,
        Michigan Business Tax Annual Return, Form 4567 (Unitary
        Filing), and the Texas Franchise Tax Report (Combined
        Filing), all for C-BASS LLC.

      * Review of reportable transactions and apportionment
        schedule for C-BASS LLC.

   3. Routine On-Call Tax Advisory Services:

      * Routine tax advice and assistance as requested by the
        Debtors when the projects are not covered by a separate
        statement of work and do not involve any significant tax
        planning or projects.  This statement of work is intended
        to be used for engagements to respond to general tax
        questions and assignments that are expected, at the
        beginning of the project, to involve total professional
        time not to exceed (with respect to the specific project)
        $10,000 in professional fees, ($25,000 in professional
        fees for C Corporation affiliates).

      * The projects covered by this statement of work include
        assistance with tax issues by answering one-off
        questions, drafting memos describing how specific tax
        rules work, assisting with general transactional issues,
        and assisting the Debtors in connection with its dealings
        with tax authorities (other than serving as a
        representative.

   4. IRS Audit Consulting Services:

      * Examination support with respect to Internal Revenue
        Service audit of C-BASS LLC Form 1065 for the tax year
        ended Dec. 31, 2007.

The Debtors will pay Ernst & Young:

   -- a $40,000 fixed fee with respect to the C-BASS CBO Holding
      LLC Tax Compliance Services;

   -- a $36,000 fixed fee with respect to the C-BASS LLC Tax
      Compliance Services;

   -- based on these hourly rates with respect to the Routine On-
      Call Tax Advisory Services and the IRS Audit Consulting
      Services:

         National Executive Directors/              $854
         Principals/Partners

         Executive Directors/Principals/            $794
         Partners

         Senior Managers/Managers                   $732

         Seniors/Staff                              $276

The Debtors will also reimburse Ernst & Young for any direct
expenses incurred in connection with the performance of the
Services.

In addition, the Debtors indemnify Ernst & Young in the
performance of the Services.

Ernst & Young certified that it is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                About Credit-Based Asset Servicing

Credit-Based Asset Servicing and Securitization LLC is a
subprime mortgage investor based in New York City.  C-Bass is
a joint venture, owned in part by units of mortgage insurers
MGIC Investment Corp. and Radian Group Inc.

C-Bass and seven affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-16040) on Nov. 12, 2010.  C-Bass
disclosed $23.7 million in assets and $2.16 billion in
liabilities in its Schedules of Assets and Liabilities.
The Debtors' liabilities include $195.8 million of secured
debt.

Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich,
Esq., and Scott Howard Bernstein, Esq., at Hunton & Williams LLP,
represent the Debtors.  Donlin, Recano & Company is the claims
and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
C-BASS' chapter 11 cases and that committee is represented by Mark
T. Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP
in New York.

The affiliates that filed separate Chapter 11 petitions are
C-BASS CBO Holding LLC, C-BASS Credit Corp., C-BASS Investment
Management LLC, NIM I LLC, Pledged Property II LLC, Starfish
Management Group LLC, and Sunfish Management Group LLC.


CSR FOODS: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: CSR Foods, LLC
        18011 132nd Court
        Sun City West, AZ 85375

Bankruptcy Case No.: 11-10493

Chapter 11 Petition Date: April 14, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Mark A. Winsor, Esq.
                  WINSOR LAW GROUP
                  4704 E. Southern Ave.
                  Mesa, AZ 85206
                  Tel: (480) 505-7044
                  Fax: (480) 304-4836
                  E-mail: mwinsor@winsorlaw.com

Scheduled Assets: $61,130

Scheduled Debts: $2,305,970

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-10493.pdf

The petition was signed by Richard Custer.


DAMON PURSELL: Plan Solicitation Period Extension Denied Anew
-------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 26, 2011,
Damon Pursell Construction Company filed with the U.S. Bankruptcy
Court for the Western District of Missouri a disclosure statement
explaining its Chapter 11 Plan of Reorganization dated Dec. 18,
2010, under which Debtor proposed to pay all creditors in full,
over a period of six years.

On March 11, 2011, Debtor filed a motion for extension of its 180-
day exclusive period to obtain acceptances of the said plan, to
May 16, 2011.

That motion was denied by the Bankruptcy Court on March 15, 2011.

On March 16, 2011, Damon Pursell Construction Company asked the
Bankruptcy Court to reconsider its order, citing that (i) it has
reached an agreement with almost all secured creditors and (ii)
the confirmation hearing was delayed beyond the exclusivity period
at the request of Bank of the West and certain other creditors
because of the adversary proceeding filed by BOW.

On March 17, 2011, the Bankruptcy Court denied the motion.

As reported in the TCR on April 18, 2011, on March 15, 2011,
creditor Bank of the West filed its Creditor Disclosure Statement
and a related Creditor Plan as an alternative to the Second Debtor
Plan.  The Creditor Disclosure Statement has been preliminarily
approved as containing adequate information.

In general, and subject to the specific terms therein, the
Creditor Plan contemplates a complete liquidation of Debtor to the
highest bidder pursuant to a process under which (a) a Chief
Restructuring Officer, approved by and subject to the general
supervision of the Bankruptcy Court, will be appointed to operate
Debtor's business pending a sale (if and only so long as the CRO
determines that such operation is feasible and generates positive
cash flow), and (b) an investment banker, approved by the
Bankruptcy Court, will be appointed to work under the supervision
of the CRO to complete a sale by Dec. 31, 2011.

             About Damon Pursell Construction Company

Kansas City, Missouri-based Damon Pursell Construction Company
owns and operates the Rockridge Quarry, which sells crushed rock
and rip rap products for road construction and other construction
projects.  The Quarry is located at 9001 Hickman Mills Drive, in
Kansas City, Missouri.  The Debtor also owns a construction
business that provides grading, excavation, utility and other
miscellaneous construction services.  Michael Pursell owns 100% of
the Company.  The Company filed for Chapter 11 bankruptcy
protection on Sept. 15, 2010 (Bankr. W.D. Mo. Case No. 10-
44965).  P. Glen Smith, Esq., at Husch Blackwell Sanders LLP, in
Kansas City, Mo., and Thomas G. Stoll, Esq., at Dunn & Davison,
LLC, in Kansas City, Mo., assist the Debtor in its restructuring
effort.  In its schedules, the Debtor disclosed $18,458,000 in
assets and $11,981,801 in liabilities as of the Petition Date.


DAN STANBROUGH: Bankruptcy Judge Dismisses Chapter 11 Case
----------------------------------------------------------
Jeff Eckhoff at the The Des Moines Register reports that U.S.
Bankruptcy Judge Anita Shodeen dismissed the Chapter 11 bankruptcy
case of Des Moines developer Dan Stanbrough, citing faulty
financial disclosure statement, combined with the failure of Dan
Stanbrough LLC to pay property taxes after filing for bankruptcy,
adds up to a lack of proof that Mr. Stanbrough's company would be
financially viable after its debts were reorganized.

According to the report, Judge Shodeen is sending the owner of
Keck City Center back into state court for the next round in a
long-standing fight with Regions Bank.  The Bank has pursued
Mr. Stanbrough for more than a year to reclaim more than $5
million the bank says it's owed.  The bank's lawyers now plan to
visit a Polk County judge Monday to renew efforts to take control
of Stanbrough's property.

Final foreclosure remains a ways off, the report quotes Jerrold
Wanek, Mr. Stanbrough's lawyer, as saying.  But it's likely
Stanbrough could soon be forced to turn over control of Keck City
Center, 500 Grand Ave., to a court-appointed receiver.  Regions
Bank filed for foreclosure on the downtown property in January
2010.  The bank contends it's owed $5.1 million in principal and
interest as well as $251,000 due under an interest-rate swap
agreement.

The Des Moines Register relates that a now-abandoned bankruptcy
reorganization plan filed by Mr. Wanek would have given Mr.
Stanbrough 30 years to pay off that debt and 25 years to pay off
$400,000 owed in back property taxes.  The $400,000 debt, which
does not include Mr. Stanbrough's most recent $230,000 debt for
unpaid taxes, is owed to Tiger 116 Partnership, a company that
purchased tax certificates on the property at an annual county tax
sale.

                       About Dan Stanbrough

Five companies owned by Iowa real estate developer and property
manager Daniel Stanbrough have sought Chapter 11 protection -- Dan
Stanbrough, LC, Corporate Woods, LLC, DTS, L.C., Orchard, LLC, and
Rose Marie, LC.

Dan Stanbrough, L.C., filed for personal Chapter 11 bankruptcy on
April 26, 2010 (Bankr. S.D. Iowa Case No. 10-02109), disclosing
assets of $6,060,000 and debts of $5,571,798 in its schedules.

More companies controlled by Mr. Stanbrough sought Chapter 11
protection in November 2010.  Corporate Woods LLC, filed its
Chapter 11 petition (Bankr. S.D. Iowa Case No. 10-05563) on Nov.
17, 2010, estimating assets between $10,000,000 and $50,000,000,
and debts of less than $50,000.  DTS, L.C., filed for Chapter 11
protection (Bankr. S.D. Iowa Case No.: 10-05655) on Nov. 22, 2010,
estimating assets and debts of $1 million to $10 million.
Orchard, LLC, filed for Chapter 11 (Case No. 10-05656) on Nov. 22,
estimating $1,000,001 to $10,000,000 in assets and debts.  Rose
Marie also filed (Case No. 10-05657) Nov. 22, 2010.

Jerrold Wanek, Esq., in Des Moines, Iowa, serves as counsel to the
Debtors.


DEEP DOWN: Obtains Financial Covenants Waiver from Lenders
----------------------------------------------------------
Deep Down, Inc., announced a net loss of $2.8 million for 2010,
excluding a $10.1 million non-cash loss on contribution of the net
assets of a wholly-owned subsidiary to a joint venture and a $4.5
million non-cash impairment of goodwill.

                         Operating Results

For 2010, Deep Down reported a net loss of $17.4 million, or $0.09
loss per diluted share, after a $10.1 million non-cash loss on
contribution of the net assets of a wholly-owned subsidiary to a
joint venture and a $4.5 million non-cash impairment of goodwill,
on revenues of $42.5 million compared to a net loss of $16.8
million, or $0.09 loss per diluted share on revenues of $28.8
million in 2009.

Revenues increased $13.7 million, or 47 percent, to $42.5 million
in 2010 from $28.8 million in 2009.  The increase in revenues was
due primarily to generally higher demand for our services and
products, especially in the GOM and West Africa, leading to higher
utilization of our personnel, equipment and ROVs, increased
equipment and tooling rentals, greater output of engineered subsea
projects (including installation support services) and increased
manufacture of products for deepwater and ultra-deepwater
projects.

Gross profit increased $4.7 million to $13.6 million in 2010, an
increase of 52 percent compared to the prior year.  The increase
in gross profit was due to the increased revenues and to the
larger percentage of service rather than engineered product
revenue compared to 2009.

The Company's management evaluates its financial performance based
on a non-GAAP measure, Adjusted EBITDA, which consists of earnings
(net income or loss) available to common shareholders before the
effects of net interest expense, income taxes, non-cash stock
compensation expense, non-cash impairments, depreciation and
amortization and other non-cash items.  Adjusted EBITDA for 2010
was $2.7 million compared to negative $2.9 million in 2009. The
dramatic improvement was driven primarily by increased gross
profit and lower SG&A expenses.

                          Working Capital

The Company's working capital was $1.6 million at Dec. 31, 2010,
an increase of $1.1 million from the $0.5 million of working
capital at Dec. 31, 2009.  This increase is due primarily to the
Company's large cash balance at Dec. 31, 2010 ($3.7 million)
resulting mainly from a project in process offshore Gabon at year-
end.

At Dec. 31, 2010, the Company was not in compliance with all of
the financial covenants associated with $2.9 million in debt owed
to its primary lender.  This non-compliance occurred primarily as
a result of financial adjustments associated with the closing of
the Cuming Flotation Technologies joint venture on Dec. 31, 2010.
The Company has received a waiver from its lender, curing its
non-compliance.  Additionally, the Company has received a one-year
extension of the maturity date of this debt to April 15, 2012.

Ronald E. Smith, Chief Executive Officer stated, "Our industry has
gone through some very difficult times the past two years;
however, it is now showing signs of strengthening.  Our third and
fourth quarters were very positive, showing significant growth in
revenues, along with improved margins and reduced expenses.  The
Company would have reported net income of approximately $0.2
million during the last half of 2010 except for a $10.1 million
non-cash loss on contribution of the net assets of a wholly-owned
subsidiary to a joint venture and a $4.5 million goodwill write-
down.  Our cash flow continues to strengthen as well, as can be
seen by the $5.6 million improvement in Adjusted EBITDA in 2010
compared to 2009. We expect business to continue to improve over
the next several quarters.

"We also expect to earn a high return on our 20% investment in
Cuming Flotation Technologies, a joint venture we formed along
with York Capital Management, creating a worldwide leader in
manufactured marine buoyancy products."

                          About Deep Down

Houston, Tex.-based Deep Down, Inc. --
http://www.deepdowncorp.com/-- is an oilfield services company
specializing in complex deepwater and ultra-deepwater oil
production distribution system support services, serving the
worldwide offshore exploration and production industry.

The Company's restated balance sheet at Sept. 30, 2010, showed
$49.3 million in total assets, $16.8 million in total liabilities,
and stockholders' equity of $32.5 million.

"The Whitney National Bank Amended and Restated Credit Agreement
becomes due on April 15, 2011, and we will need to raise
additional debt or equity capital or renegotiate the existing debt
prior to the expiration date," the Company said in its Form 10-Q
for the quarter ended Sept. 30, 2010.  "If we are unable to raise
additional capital or renegotiate our existing debt, this would
have a material adverse impact on our business or would raise
substantial doubt about our ability to continue as a going
concern."


DEX MEDIA EAST: Bank Debt Trades at 21% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media
East LLC is a borrower traded in the secondary market at
78.89 cents-on-the-dollar during the week ended Friday,
April 15, 2011, an increase of 0.78 percentage points from
the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company
pays 250 basis points above LIBOR to borrow under the facility.
The bank loan matures on Oct. 24, 2014.  The loan is one of the
biggest gainers and losers among 192 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Dex Media East

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes due April 15, 2009.  James
F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.  The
Official Committee of Unsecured Creditors tapped Ropes & Gray LLP
as its counsel, Cozen O'Connor as Delaware bankruptcy co-Counsel,
J.H. Cohn LLP as its financial advisor and forensic accountant,
and The Blackstone Group, LP, as its financial and restructuring
advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DEX MEDIA WEST: Bank Debt Trades at 10% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media
West LLC is a borrower traded in the secondary market at
89.75 cents-on-the-dollar during the week ended Friday,
April 15, 2011, an increase of 0.78 percentage points from
the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company
pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 24, 2014.  The loan is
one of the biggest gainers and losers among 192 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                       About Dex Media West

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International, Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes due April 15, 2009.  James
F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represented the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, served as the Debtors' local counsel.  The
Debtors' financial advisor was Deloitte Financial Advisory
Services LLP while its investment banker was Lazard Freres & Co.
LLC.  The Garden City Group, Inc., was claims and noticing agent.
The Official Committee of Unsecured Creditors tapped Ropes & Gray
LLP as its counsel, Cozen O'Connor as Delaware bankruptcy co-
counsel, J.H. Cohn LLP as its financial advisor and forensic
accountant, and The Blackstone Group, LP, as its financial and
restructuring advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DHC GROUP: AM Best Affirms 'B-' Financial Strength Rating
---------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
B- (Fair) and issuer credit ratings (ICR) of "bb-" of DHC Group
(DHC) (Long Beach, CA) and its members.  The outlook for all
ratings is stable.

Ultimate financial control of DHC and its members rests with
Covanta Holding Corporation (Covanta), a publicly held company
that is primarily involved in the waste disposal and energy
services industry.

The ratings reflect DHC's continued unfavorable operating
performance and decline in policyholder surplus.  Offsetting these
rating factors are management's initiatives to improve operating
income through a focus on its surety and specialty automobile
books of business.

DHC's significant underwriting losses over several years are
primarily the result of adverse loss reserve development from its
run-off lines of business and an elevated underwriting expense
ratio.  As a result of substantial operating losses, surplus has
deteriorated considerably from historical levels.  To address the
group's adverse loss reserve deficiencies and loss of capital,
Covanta has contributed $12.5 million to DHC since 2008.  This
continued financial support is contemplated in DHC's current
ratings.

In response to DHC's adverse results, management has undertaken
several initiatives including withdrawal from non-core lines of
business and various states, with rate revisions and agency
management for its continued lines of business.

The FSR of B- (Fair) and ICRs of "bb-" have been affirmed for DHC
Group and its following members:

  -- National American Insurance Company of California
  -- Danielson National Insurance Company


DRYSHIPS INC: Ocean Rig Signs $800-Mil. Secured Term Loan Facility
------------------------------------------------------------------
DryShips Inc. announced the signing, by its majority-owned
subsidiary Ocean Rig UDW Inc., of the $800 million syndicated
secured term loan facility to partially finance the construction
costs of the Ocean Rig Corcovado and Olympia.  This facility has a
5 year term and 12 year repayment profile, and bears interest at
LIBOR plus a margin.  The Lead Arrangers are Nordea Bank and ABN
AMRO.  Also participating in this financing is Garanti-Instituttet
for Eksportkreditt, Norway's export credit agency, DVB Bank,
Deutsche Bank and National Bank of Greece.

The Company concluded an order for two Capesize 176,000 DWT dry
bulk carriers, with the leading state owned Chinese shipyard, for
a price of $54.2 million each.  The vessels are expected to be
delivered in the third and the fourth quarter of 2012,
respectively.

George Economou, Chairman and CEO, commented "We are pleased to
announce the signing of this loan facility.  Following the
drawdown of this $800 million and the expected drawdown of the
$495 million Deutsche Bank led facility for the Ocean Rig
Poseidon, the current drillship newbuilding program will be fully
funded. I would like to thank the participating banks for their
continuing support."

                           About DryShips Inc.

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

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

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

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

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


DUKE AND KING: Court Sets May 30 Administrative Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has set
May 30, 2011, as the deadline for filing claims for payment of
administrative expenses incurred on or before May 10, 2011,
except:

   (a) requests for allowance of compensation and reimbursement
       of expenses of professionals;

   (b) claims of the Office of the U.S. Trustee; and

   (c) any administrative expenses previously paid by the Debtors
       or approved by an order of the Court.

               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.  Duke and
King, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 10-38652) on Dec. 4,
2010.  Duke and King estimated its assets and debts at $10 million
to $50 million.

Clinton E. Cutler, Esq., and Douglas W. Kassebaum, Esq., at
Fredrikson & Byron, P.A., serve as the Debtors' bankruptcy
counsel.  Mastodon Ventures, Inc., acts as the Debtors' investment
banker.  Maslon Edelman Borman & Brand, LLP serves as local
counsel and Aaron L. Hammer, Esq., and Richard S. Lauter, Esq., at
Freeborn & Peters LLP, in Chicago, is the bankruptcy counsel to
the Official Committee Of Unsecured Creditors.  Mesirow Financial
Consulting, LLC, serves as financial advisors of the Committee.


EAST COAST: Files Schedules of Assets & Liabilities
---------------------------------------------------
East Coast Development II, LLC, has filed with the U.S. Bankruptcy
Court for the Eastern District of North Carolina its schedules of
assets and liabilities, disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                      $24,478,335
B. Personal Property                     $313,940
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $11,126,790
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $37,847
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $1,008,178
                                      -----------      -----------
      TOTAL                           $24,792,275      $12,172,815

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.


EAST COAST: Section 341(a) Meeting Scheduled for May 18
-------------------------------------------------------
The U.S. Trustee for Region of Eastern District of North Carolina
will convene a meeting of East Coast Development II, LLC's
creditors on May 18, 2011, at 10:00 a.m.  The meeting will be held
at USBA Creditors Meeting Room, 1760 B Parkwood Boulevard, Wilson,
North Carolina.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                   About East Coast Development

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.
According to its schedules, the Debtor disclosed $24,792,275 in
total assets and $12,172,815 in total debts as of the Petition
Date.


EMAK WORLDWIDE: Plan Headed for June 5 Confirmation Hearing
-----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
EMAK Worldwide Inc. has a confirmation hearing on June 5 for
approval of the Chapter 11 plan where the existing preferred
shareholder will take control.  The U.S. Bankruptcy Court in Los
Angeles approved the disclosure statement on April 15, allowing
creditors to vote on the plan.

Mr. Rochelle relates that under the plan, the existing secured
lender will be paid in full, as will unsecured creditors who
likewise will receive interest on their claims.  For the existing
preferred shares, the preferred shareholder will receive two new
issues of preferred stock with $25 million in liquidation
preferences.  In addition, the preferred shareholder will receive
all the new common stock.  The preferred shareholder will give
existing common shareholders some of the new common stock or 10
cents for each old share.

According to Mr. Rochelle, to supply the cash needed for
confirmation, the preferred shareholder will provide a
$2.2 million term loan and a $2.3 million revolving credit.  Both
new loans will mature in two years.

                       About Emak Worldwide

Los Angeles, California-based EMAK Worldwide, Inc., a Delaware
corporation, fka Equity Marketing, Inc., filed for Chapter 11
bankruptcy protection (Bankr. C.D. Calif. Case No. 10-42779) on
Aug. 5, 2010.  Jeffrey M. Reisner, Esq., at Irell & Manella LLP,
assists the Debtor in its restructuring effort.  The Debtor
disclosed $4,392,115 in assets and $7,485,567 in liabilities as of
the Petition Date.

Affiliate EMAK Worldwide Service Corp., filed a separate Chapter
11 petition (Bank. C.D. Calif. Case No. 10-42784) on Aug. 5, 2010.
EMAK Worldwide Service disclosed $4,423,652 in assets and
$3,123,135 in liabilities as of the Petition Date.

EMAK's other operating subsidiaries are excluded from these
voluntary petitions, including its Equity Marketing, Logistix,
Neighbor and Upshot agencies and operations in Asia.


EMIVEST AEROSPACE: Former HQ Set for Auction on Wednesday
---------------------------------------------------------
Hilco Real Estate and Counsel RB announced Friday a tentative new
date of April 20, 2011, at 12:00 p.m. (Eastern Time) in
Wilmington, Delaware, for the auction of the former Emivest
Headquarters in San Antonio, Texas.  Subject to Bankruptcy Court
approval, bidders should be prepared to close the transaction by
April 21, 2011.

"The exceptional nature of this property has yielded numerous
ready, willing, and able potential buyers, who have expressed
interest in the asset.  In response to this acute interest, we
have changed the sealed bid format previously announced and are
moving ahead to an auction," said Roberto Perez, Senior Vice
President of Hilco Real Estate.  He added, "There is still time
for interested bidders to participate." The offering consists of
the following asset:

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

Bidding instructions, form contract, and comprehensive due
diligence information for the San Antonio property as well as the
previously announced Martinsville, West Virginia, property being
offered can be found online at
http://www.hilcorealestate.com/airportor by calling call 847-313-
4790.

                      About Hilco Real Estate

Hilco Real Estate -- http://www.hilcorealestate.com/-- helps
businesses improve leverage and cash flow by repositioning and
restructuring their real estate commitments. The company's focus
is to optimize value in the shortest period of time. Core
competencies include strategic advisory and consulting services,
owned portfolio disposition, lease portfolio sales/assignments,
lease termination, lease renegotiation, leasing/subleasing, sale
of non-core owned assets, sale/leaseback transactions, and fee and
appraisals for leased and owned assets.  The company, which is
headquartered in Northbrook, Ill, is a division of The Hilco
Organization.

                     About Counsel RB Capital

Counsel RB Capital LLC, which commenced operations in the second
quarter of 2009.  CRBC LLC specializes in the acquisition and
disposition of distressed and surplus assets throughout the United
States and Canada, including industrial machinery and equipment,
real estate, inventories, accounts receivable and distressed debt.
In addition to purchasing various types of assets, CRBC LLC also
arranges traditional asset disposition services such as on-site
and webcast auctions, liquidations and negotiated sales.

                      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.


ENERGY FUTURE: Moody's Keeps 'Caa2' Corporate; Outlook Now Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings for Energy Future
Holdings Corp (EFH) and its subsidiaries.  Rating affirmed include
EFH's Caa2 Corporate Family Rating (CFR), Caa3 Probability of
Default Rating (PDR) and SGL-4 Speculative Grade Liquidity
Ratings.  In addition, Moody's assigned a B2 (LGD2 15%) rating to
Texas Competitive Electric Holdings Co. LLC (TCEH) $1.725 billion
senior secured notes due 2020 as well as its amended and extended
first lien credit facilities.  Moody's also downgraded a single
class of TCEH's senior secured second lien notes due April 2021 to
Caa3 from Caa2.  Moody's also affirmed the Baa1 senior secured
rating for Oncor Electric Delivery Company LLC (Oncor).  The
rating outlooks for EFH and its subsidiaries, TCEH and Energy
Future Intermediate Holding Co. LLC (EFIH) are changed to stable
from negative.  The rating outlook for Oncor remains stable.

Ratings affirmed include EFH's:

   -- Caa2 Corporate family Rating

   -- Caa3 Probability of Default Rating

   -- Caa3 senior secured notes (LGD4, 62%)

   -- Ca senior unsecured guaranteed (LBO) notes (LGD5, 81%)

   -- Ca senior secured (legacy) notes (LGD5, 85%)

   -- SGL-4 Speculative Grade Liquidity Rating

Texas Competitive Electric Holdings:

   -- B2 senior secured first lien credit facility (LGD2, 15%)

   -- Caa3 senior secured second lien (LGD3, 44%) changed from
      (LGD3, 43%)

   -- Caa3 senior unsecured guaranteed (LBO) notes (LGD4, 54%)
      changed from (LGD4, 52%)

   -- Ca senior unsecured (legacy) PCRB notes (LGD4, 65%)

Energy Future Intermediate Holdings:

   -- Caa3 senior secured notes (LGD4, 62%)

Energy Future Competitive Holdings:

   -- Caa3 senior secured facilities notes (LGD4, 69%)

Oncor Electric Delivery Company:

   -- Baa1 senior secured

Ratings assigned:

   -- Texas Competitive Electric Holdings

   -- B2 senior secured first lien notes (LGD2, 15%)

Ratings Rationale

The change in rating outlooks to stable from negative reflect two
primary benefits associated with a recently announced TCEH senior
secured amend and extend transaction, combined with its new senior
secured note offering.  The most important benefit is near-term
financial covenant relief which eliminates a potential covenant
violation in the 2nd half of 2011, in our opinion.  This financial
covenant is associated with TCEH's approximately $22 billion of
senior secured first lien debt.  The second benefit is a 3-year
maturity extension for the TCEH senior secured first lien notes
which are scheduled to mature in October 2014, including TCEH's
$2.7 billion revolver, which was scheduled to expire in October
2013.  The 3-year maturity extension for each of these securities
provides additional time for improving market conditions and
economic recovery which could translate into improved cash flows.

The ratings for EFH, its subsidiaries and individual debt
instruments are derived from the Caa2 CFR, with the exception of
Oncor due to its ring fence type provisions.  Individual
instrument rating affirmations and Loss Given Default (LGD)
assessments are included at the end of this press release.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited financial flexibility; its capital structure
appears to be untenable, calling into question the sustainability
of the business model; and there is no expectation for any
meaningful debt reduction over the next few years, beyond
scheduled amortizations.

From a credit perspective, Moody's incorporates a view that
TCEH's recently announced intention to amend certain indenture
provisions and extend the maturity dates associated with
approximately $22 billion of its senior secured First Lien
Credit Facilities and Term Loans (B2 LGD2 15%) is positive.
TCEH represents EFH's primary source of cash flow generation,
but these cash flows are highly exposed to natural gas and power
commodity prices.  Moody's incorporate a view that natural gas
commodity prices and market heat rates will remain low over the
next several years. In addition, Moody's sees little evidence
indicating an improvement for these market conditions. In fact,
Moody's sees increasing challenges with higher emission control
costs associated with the 8GW coal fleet and higher regulatory
scrutiny costs associated with the 2GW nuclear generating plant.

EFH's capital structure is complex, and Moody's sees a strong
correlation between the default probability of EFH and the
default probability of TCEH, despite several structural
mechanisms designed to keep the entities as separate legal
vehicles.  Moody's believes the primary rating drivers for
EFH are heavily influenced by TCEH.  For example, numerous
inter-relationships exists between both EFH and its subsidiaries
as well as among and between affiliate subsidiaries.  These
relationships include up-stream and down-stream simple payment
guarantees, cross defaults, collateral arrangements and other
support agreements.

In the event of a bankruptcy filing, Moody's incorporates a view
that all of EFH's principal subsidiaries would similarly be
included in the bankruptcy proceeding, with the only exception
being the ring-fenced regulated transmission and distribution
utility, Oncor.

Prospectively, ratings are unlikely to be upgraded over the
near to intermediate term horizon, largely due to our expectation
for only modest cash flow generation due to an extended period
of low commodity prices and low market heat rates.  However,
should natural gas commodity prices and market heat rates improve
materially, and for a sustained period of time, there could be
upward pressure on EFH's rating or outlook.  Over the near-term
horizon, ratings are more likely to remain stable, but individual
classes of securities have a reasonably high probability of
experiencing a limited default, as Moody's defines it, based on
our limited default/distressed exchange policies.  Moody's
continues to incorporate a view that EFH's liability management
strategies will include debt restructuring activity across its
capital structure, and will now focus on the remaining debt at
EFH as well as the senior unsecured (LBO) guaranteed notes at
TCEH.

Although Moody's continues to incorporate a view that any
future debt restructuring activities will exclude activity
related to Oncor, additional debt incurrence on the regulated
side of EFH's organization structure will likely be viewed as a
material credit negative for Oncor.  Moody's incorporates a view
that the approximately $3.5 billion of debt obligations that have
been loaded onto EFIH (which includes the debt at EFH that can
travel to EFIH under certain circumstances) represent a form of
permanent leverage on Oncor.  These EFIH securities (which include
the securities at EFH that can travel to EFIH under certain
circumstances) are benefitted by the equity collateral of Oncor
Electric Delivery Holdings Co. LLC (Holdings), which owns
approximately 80% of Oncor.

EFH's SGL-4 Speculative Grade Liquidity rating reflects a
liquidity profile which is slowly but steadily declining, in
Moody's opinion.  Absent a sustained improvement to natural gas
commodity prices, Moody's believes EFH's liquidity will eventually
be exhausted.  As noted previously, Moody's sees little evidence
to improve on EFH's ability to produce approximately $1.0 billion
of cash flow from operations, and Moody's expects rising operating
costs to impact projected levels of capital expenditures.  The
reduction of TECH's revolving credit facility capacity is viewed
negatively.  Moody's sees a significant near-term benefit related
to the financial covenant relief associated with the secured debt
to adjusted EBITDA ratio.  Finally, Moody's incorporates a view
that the vast majority of EFH's assets are encumbered, so Moody's
sees little value in alternate sources of liquidity.  However,
Moody's continue to note a sizeable, unrealized mark-to-market
gain recorded on the balance sheet as a potential source of
alternate liquidity, and Moody's continues to view the LBO
sponsors' ability to infuse more equity into the company as a
possibility.  Nevertheless, Moody's acknowledges that the sponsors
have not made any indication of their willingness to do so at this
time.

The Baa1 senior secured rating for Oncor Electric Delivery
Company LLC (Oncor), reflects the revenue and cash flow stability
associated with being a regulated transmission and distribution
(T&D) utility. Oncor's rating and stable rating outlook benefit by
certain ring-fence type provisions and the presence of the Public
Utility Commission of Texas (PUCT) as its principal regulator.
Nevertheless, Moody's sees elevated event risk at Oncor when
compared to comparable regulated T&D utility companies due to its
parent's weak credit profile.  The elevated event risk is not
sufficient to warrant a change to Oncor's rating or rating outlook
at this time.

Moody's continues to view the ring-fence type provisions
incorporated into Oncor's legal structure as strong, and continue
to view the presence of both the independent directors and the
PUCT as a credit benefit.  Nevertheless, Moody's remains concerned
that EFH may become forced into more material restructuring
activities in the future, and Moody's remains cautious with
respect to Oncor's, EFIH's and EFH's public disclosures associated
with a potential breach of the ring fence under some scenarios.
According to the public disclosure, only a bankruptcy judge can
ultimately decide the effectiveness of the ring fence. Should an
event like this materialize, the ratings for Oncor could be
negatively impacted.

Oncor's rating outlook could be changed to negative if EFH
continues to utilize its equity interest in Oncor, either directly
or indirectly, as part of its ongoing restructuring activities or
if EFH continues to transfer debt onto EFIH, Oncor's intermediate
parent holding company.  Moody's views the leverage at EFIH, which
utilizes Oncor's equity value as collateral as a form of permanent
leverage for Oncor.

The ratings for EFH, TCEH, EFCH and EFIH's individual securities
were determined using Moody's Loss Given Default (LGD)
methodology. Based on EFH's Caa2 CFR and Caa3 PDR, and based
strictly on the priority of claims within those entities, the
LGD model would suggest a rating of Ca for EFH's and EFIH's
senior secured debt securities.  EFIH's Caa3 rating assigned
reflects the fact that the holders of these securities also
benefit from their security interests of Oncor Holdings in
Oncor.

The principal methodology used in this rating was Global
Unregulated Utilities and Power Companies published in August
2009.


FB&F ENTERTAINMENT: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: FB&F Entertainment, LLC
        141 S. Meridian Street
        Indianapolis, IN 46225

Bankruptcy Case No.: 11-04382

Chapter 11 Petition Date: April 12, 2011

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Debtor's Counsel: James A. Knauer, Esq.
                  KROGER GARDIS & REGAS, LLP
                  111 Monument Circle, Suite 900
                  Indianapolis, IN 46204-5125
                  Tel: (317) 692-9000
                  Fax: (317) 264-6832
                  E-mail: jak@kgrlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 16 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/insb11-04382.pdf

The petition was signed by Craig A. Kastle, member.


FIRST BANCORP: Has $524.3-Mil. Revised Net Loss for 2010
--------------------------------------------------------
First BanCorp announced on April 15, 2011, the filing of its 2010
Annual Report on Form 10-K, which reflects a revised net loss for
the quarter and year ended Dec. 31, 2010.  As discussed in a
previous filing with the Securities and Exchange Commission, the
Corporation was further evaluating the impact in the fourth
quarter of 2010 of certain non-cash items on its financial
statements, including a deferred tax asset valuation allowance
adjustment.  Upon completion of its review, the Corporation
recorded an incremental non-cash charge of $93.7 million to the
valuation allowance of its banking subsidiary deferred tax asset,
which adjustment took the revised net loss for the year ended
Dec. 31, 2010 to $524.3 million, compared to a net loss of $275.2
million for the year ended Dec. 31, 2009.

Additional financial information regarding First BanCorp can be
found in its Annual Report for the year 2010 filed on April 15,
2011, on Form 10-K.

                        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 all operate within U.S.
banking laws and regulations. The Corporation operates a total of
170 branches, stand-alone offices and in-branch service centers
throughout


FRED LEIGHTON: Esmerian Pleads Guilty to Fraud, Concealing Assets
-----------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Ralph Esmerian, former owner of the defunct Fred Leighton LLC, was
indicted in November by federal prosecutors and pleaded guilty on
April 15 to crimes including wire fraud and concealing assets from
the bankruptcy court.  At sentencing July 22, he faces 97 months
to 10 years in prison.  The criminal case is U.S. v. Ralph
Esmerian, 10-2589, U.S. District Court, Southern District of New
York (Manhattan).

                        About Fred Leighton

Fred Leighton Holding, Inc. -- http://www.fredleighton.com/-- is
a New York-based jewelry retailer owned by Ralph O. Emerian.  Fred
Leighton has decked countless red-carpet-dwellers in diamonds,
including Sarah Jessica Parker, Nicole Kidman, and Catherine Zeta-
Jones.

Fred Leighton and its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code on April 15, 2008
(Bankr. S.D.N.Y., Case No. 08-11363).  Joshua Joseph Angel, Esq.,
and Frederick E. Schmidt, Esq., at Herrick, Feinstein LLP, in New
York, represent the Debtors.  The Official Committee of Unsecured
Creditors has retained Michael Z. Brownstein, Esq., and Rocco A.
Cavaliere, Esq., at Blank Rome LLP, as counsel.  Fred Leighton
listed total assets of $128,551,467 and total liabilities of
$134,814,367 in its schedules.

The Bankruptcy Court approved in November 2009 the sale of Fred
Leighton Holding Inc.'s business operations for $25.8 million in
cash to investors including a group of private equity firms and
estate jewelry seller Windsor Jewelers Inc.


FREE AND CLEAR: Section 341(a) Meeting Scheduled for May 12
-----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Free And
Clear Holding Company II LLC's creditors on May 12, 2011, at 2:00
p.m.  The meeting will be held at 300 Las Vegas Blvd., South, Room
1500, Las Vegas, Nevada.

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.

Las Vegas, Nevada-based Free and Clear Holding Company II LLC
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-15145) on April 6, 2011.  Christina Ann-Marie Diedoardo,
Esq., at the Law Offices of Christina Diedoardo, serves as the
Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $17,592,700 in total assets and liabilities of $15,000
plus unknown amounts.


GARY PHILLIPS: Seeks 120-Day Extension of Exclusive Filing Period
-----------------------------------------------------------------
Gary Phillips Construction LLC asks the U.S. Bankruptcy Court for
the Eastern District of Tennessee to extend the exclusive right to
file a Chapter 11 Plan of Reorganization for an additional 120
days from and after April 4, 2011 or until August 2, 2011.

Regions Bank and Citizens Bank subsequently filed objections.

                  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.


GEM PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gem Properties Partnership
        21141 Governors Highway #306B
        Matteson, IL 60443

Bankruptcy Case No.: 11-15581

Chapter 11 Petition Date: April 12, 2011

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Thomas W. Toolis, Esq.
                  JAHNKE, SULLIVAN & TOOLIS, LLC
                  9031 West 151st Street, Suite 203
                  Orland Park, IL 60462
                  Tel: (708) 349-9333
                  Fax: (708) 349-8333
                  E-mail: twt@jtlawllc.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-15581.pdf

The petition was signed by Hadi Fallah, partner.


GENERAL MOTORS: Treasury Mulls Sale of Remaining Stake This Summer
------------------------------------------------------------------
Sharon Terlep, writing for The Wall Street Journal, reports that
people familiar with the matter said the U.S. government plans to
sell a significant share of its remaining stake in General Motors
Co. this summer despite the disappointing performance of GM's
stock.

According to the Journal, the size and form of a summer share
offering is under discussion at Treasury.  Unlike in the IPO, when
the government, banks and GM worked closely together on the deal,
the government has more leeway to decide how to proceed because GM
has already gone public.  A person familiar with the matter said
Treasury officials haven't contacted GM about a target date for
the sale.

According to the Journal, a sale in May is unlikely because
Treasury would need time to put together a deal once the May share
sales restriction lifts.  July is unlikely because investors would
likely want to see results from GM's quarter ending June 30.  That
leaves the months of June, August and September as the prime
targets for an offering, the Journal says.

Ms. Terlep relates that a sale within the next several months
would almost certainly mean U.S. taxpayers will take a loss on
their $50 billion rescue of GM in 2009.  To break even, the U.S.
Treasury would need to sell its remaining stake -- about 500
million shares -- at $53 apiece.  Ms. Terlep notes GM closed off
27 cents a share at $29.97 in 4 p.m. trading Monday on the New
York Stock Exchange, hitting a new low since its $33-a-share
November initial public offering.

According to Ms. Terlep, at Monday's price, and taking into
account shares sold during the IPO, taxpayers would lose more than
$11 billion on the rescue if the government dumped the rest of its
stake now.

The people familiar with the matter, according to Ms. Terlep, said
government officials are willing to take the loss because the
Obama administration would like to sever its last ties to GM.

The Journal recounts GM's $23.1 billion IPO in November reduced
the U.S. government's stake in GM to 26.5% from 61%.  As a
condition of the IPO, the Treasury isn't able to sell additional
holdings before May 22.

                         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.

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.


GIORDANO'S ENTERPRISES: Hires James Roche for Oakbrook Litigation
-----------------------------------------------------------------
Giordano's Enterprises, Inc., and its debtor affiliates sought and
obtained authority to employ James J. Roche & Associates as their
special counsel to continue representing Debtor Oakbrook Partners
LLC and GEI in a certain litigation known as the Oakbrook
Litigation retroactive to February 16, 2011.  Roche & Associates
will be compensated solely from the proceeds of the Oakbrook
Litigation.

                   About Giordano's Enterprises

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

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

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

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


GIORDANO'S ENTERPRISES: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
Giordano's Enterprises, Inc. and its debtor affiliates filed with
the U.S. Bankruptcy Court for the Northern District of Illinois
their schedules of assets and liabilities, disclosing:

(1) GIORDANO'S ENTERPRISES, INC.

   Name of Schedule                       Assets      Liabilities
   ----------------                       ------      -----------
A. Real Property                              $0
B. Personal Property                     $59,387
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $45,488,659
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $49,915
                                     -----------      -----------
      TOTAL                              $59,387      $45,538,574

(2) GIORDANO'S FRANCHISE, INC.

   Name of Schedule                       Assets      Liabilities
   ----------------                       ------      -----------
A. Real Property                              $0
B. Personal Property                    $839,944
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $45,488,659
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $47,483
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $171,699
                                     -----------      -----------
      TOTAL                             $839,944      $45,707,842

(3) ILLINOIS MANAGEMENT COMPANY, INC.

   Name of Schedule                       Assets      Liabilities
   ----------------                       ------      -----------
A. Real Property                              $0
B. Personal Property                          $0
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $45,488,659
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                      $0
                                     -----------      -----------
      TOTAL                                   $0      $45,488,659

(4) GIORDANO'S RESTAURANTS, INC.

   Name of Schedule                       Assets      Liabilities
   ----------------                       ------      -----------
A. Real Property                              $0
B. Personal Property                     $83,051
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $45,488,659
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $4,538
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $64,956
                                     -----------      -----------
      TOTAL                              $83,051      $45,558,154

(5) JBA EQUIPMENT FINANCE, INC.

   Name of Schedule                       Assets      Liabilities
   ----------------                       ------      -----------
A. Real Property                              $0
B. Personal Property                  $5,942,442
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $45,488,659
E. Creditors Holding
   Unsecured Priority
   Claims                                                       0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                       0
                                     -----------      -----------
      TOTAL                           $5,942,442      $45,488,659

                   About Giordano's Enterprises

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

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

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

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


GLAZIER GROUP: Committee Taps FTI Consulting As Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of The Glazier Group, Inc., asks the U.S. Bankruptcy Court
for the Southern District of New York for permission to retain FTI
Consulting, Inc. as financial advisor nunc pro tunc to Feb. 8,
2011.

FTI Consulting will be representing the Committee in the
Debtor's Chapter 11 proceedings.

The Committee will present for signature the proposed order to the
Hon. Allan L. Gropper on April 15, 2011, at 12:00 noon.

                      About The Glazier Group

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


GOLD HILL: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Gold Hill Enterprises, LLC
        dba Jennings Enterprises
        P.O. Box 1435
        Fort Mill, SC 29716

Bankruptcy Case No.: 11-02458

Chapter 11 Petition Date: April 14, 2011

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

Judge: Helen E. Burris

Debtor's Counsel: Barbara George Barton, Esq.
                  BARTON LAW FIRM, P.A.
                  1715 Pickens Street (29201)
                  P.O. Box 12046
                  Columbia, SC 29211-2046
                  Tel: (803) 256-6582
                  E-mail: bbarton@bartonlawsc.com

Scheduled Assets: $11,938,596

Scheduled Debts: $7,351,872

The petition was signed by David Jennings.

Debtor's List of 12 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Synovus                            7.836 Acres with     $5,345,479
P.O. Box 1457                      2 Buildings
Columbia, SC 29202

Fifth Third Bank                   5.6 Acres              $946,850
%Jeff Mylton
6310 Fairview Road
Charlotte, NC 28210

York County Tax Collector          Property Taxes         $203,000
2 S. Congress Street
P.O. Box 116
York, SC 29745-0116

Barfield Grading                   Grading Work            $64,000

Mack & Mack                        Auction Work            $36,000

Jennings Enterprises               Bills Paid              $29,677

CESI                               Boundary Survey         $19,373

Valley Crest Landscaping           Landscaping             $11,135
Maintenance

Kathryn Jennings                   Paid Taxes                 $370

Intelligent Technology, Inc.       Monitoring of Fire         $351
                                   Alarm Systems

National Corporate Research, LTD   On-Line Research           $158

Robert Palmer & Assoc.             Prepared the 2010       unknown
                                   Tax return


GRAHAM PACKAGING: Fitch Puts 'B' Rating on Watch Positive
---------------------------------------------------------
Fitch Ratings has placed the 'B' Issuer Default Rating and the
long-term debt issued by Graham Packaging Company, L.P.'s (Graham)
and its subsidiary, GPC Capital Corp on Rating Watch Positive.
Approximately $2.8 billion of debt outstanding is affected by
Fitch's action.

The rating actions follow Silgan Holdings Inc.'s announcement that
it had entered into a definitive agreement to acquire Graham in a
cash and stock transaction, representing a total enterprise value
including net debt of approximately $4.1 billion.  The transaction
is subject to usual and customary closing conditions including
shareholder and regulatory approval and is expected to close by
the third quarter of 2011.  The Positive Rating Watch will be
resolved upon closing of the acquisition.

Fitch has placed these ratings on Rating Watch Positive:

Graham and subsidiary GPC Capital Corp.:

   -- IDR 'B';

   -- Senior secured revolving credit facility 'B+/RR3';

   -- Senior secured term loan 'B+/RR3';

   -- Senior unsecured notes 'CCC/RR6';

   -- Senior subordinated notes 'CCC/RR6'.


GREAT ATLANTIC & PACIFIC: Selling 25 Super-Fresh Stores
-------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Great Atlantic & Pacific Tea Co. is selling 25 Super-Fresh grocery
stores in the Baltimore-Washington area as part of a plan to exit
the mid-Atlantic market. Other Super-Fresh locations will remain
in operation.  The 25 stores had revenue of $330 million for the
fiscal year ending in February, or $330 a square foot, according
to a court filing.  No buyer is yet under contract.

According to Mr. Rochelle, A&P proposes these bid procedures:

  * A&P wants bids by May 13, followed by an auction on May 17 and
    a hearing on June 14 for approval of the sale.

  * A prospective buyer who makes an attractive-enough offer
    before the auction may be dubbed a "stalking horse" and
    receive a breakup fee if outbid.

  * Prospective buyers are invited to negotiate with the stores'
    labor union, so changes in the existing union contract may be
    part of a bid.

Mr. Rochelle notes that the motion doesn't rule out the
possibility that a liquidator could make the best offer, leading
to the closing of the 25 stores.

The bankruptcy court will hold a hearing on April 28 to approve
sale procedures.

                 About Great Atlantic & Pacific

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

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

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

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


GREAT NORTHWEST: AM Best Reviews 'B' Financial Strength Rating
--------------------------------------------------------------
A.M. Best Co. has placed under review with developing implications
the financial strength rating (FSR) of B (Fair) and issuer credit
rating (ICR) of "bb+" of Great Northwest Insurance Company (GNIC).

In addition, A.M. Best has placed under review with negative
implications the FSR of B+ (Good) and ICR of "bbb-" of Hawaiian
Insurance and Guaranty Company, Limited (HIG) (Honolulu, HI).
Both entities are owned by the GNW Acquisition Corp (GNWAC), and
all companies are headquartered in St. Paul, MN, unless otherwise
specified.

The rating actions follow the signing of a definitive merger
agreement whereby all of the outstanding shares of GNWAC will
be acquired by RM Ocean Harbor Holding, Inc. (RMOHHI) for
$11.4 million in cash.

GNIC's under review with developing implications status reflects
uncertainty of the impact of the acquisition upon GNIC's ratings.
HIG's under review with negative implications status reflects the
possible effects to its ratings as it is integrated with the
insurance entities, which comprise the Ocean Harbor Insurance
Group (OHIG), which are subsidiaries of RMOHHI.  The ratings will
remain under review pending further discussions with the
managements of GNWAC and OHIG, as well as the conclusion of the
agreement.

GNWAC's ICR of "b" is unaffected by the pending merger.


GRUBB & ELLIS: Closes Credit Facility with Colony Capital
---------------------------------------------------------
Grubb & Ellis Company announced on April 18, 2011, that it closed
the $18 million credit facility with Colony Capital that the
company previously announced on March 30, 2011.  The company has
drawn the initial $9 million tranche under the facility, and
anticipates that the second $9 million tranche will fund
subsequent to May 15, 2011.

In conjunction with this financing, which was provided by a
lending affiliate of Colony Capital, Colony was granted an
exclusive 60-day period, which commenced on March 30, 2011, to
evaluate a potential larger strategic transaction with Grubb &
Ellis. Should the company and Colony enter into a definitive
agreement for a strategic transaction, the company retains the
right to solicit competing strategic transactions for a period of
25 business days thereafter.

Colony Capital, LLC, is a private, international investment firm
focusing primarily on debt and equity investments in real estate-
related assets and operating companies.

JMP Securities served as financial advisor to Grubb & Ellis in
connection with the financing.

                         About Grubb & Ellis

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

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

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

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


GUITAR CENTER: Bank Debt Trades at 4% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Guitar Center,
Inc., is a borrower traded in the secondary market at 96.30 cents-
on-the-dollar during the week ended Friday, April 15, 2011,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a decrease of 0.35
percentage points from the previous week, The Journal relates.
The Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on October 9, 2014, and carries
Moody's Caa1 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 192 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Guitar Center, Inc., headquartered in Westlake Village, Calif., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its websites.  It operates
three distinct musical retail business - Guitar Center (about 70%
of revenue), Music & Arts (about 7% of revenue), and Musician's
Friend (its direct response subsidiary with 24% of revenue).
Total revenue is about $2 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2011,
Moody's Investors Service affirmed Guitar Center, Inc.'s Caa2
Corporate Family Rating and the $622 million existing term loan
rating of Caa1 due October 2014.  The Probability of Default
Rating was revised to Caa2/LD from Caa2 while the Speculative
Grade Liquidity assessment was changed to SGL-2 from SGL-3.  The
rating outlook remains stable.

The Caa2/LD Probability of Default rating reflects Moody's view
that the extended deferral of interest on the Holdco notes
constitutes a distressed exchange under Moody's definition and
also anticipates that additional exchanges of this nature are
possible over the near term.  The Limited Default designation was
prompted by the company's executed amendment of the HoldCo notes,
which allows for a deferral of 50% of the interest payments for 18
months.  Moody's views this as a distressed exchange that provides
default avoidance.  This LD designation applies to the proposed
follow-on amendment to defer the HoldCo note interest payments by
another six months.  Subsequent to the actions, Moody's will
remove the LD designation and the PDR will be Caa2 going forward.


GULFSTREAM CRANE: Liquidating Trustee Taps J. G. Moses as Counsel
-----------------------------------------------------------------
Kenneth A. Welt, the Liquidating Trustee for Gulfstream Crane, LLC
sought and obtained authority from the U.S. Bankruptcy Court for
the Southern District of Florida, Ft. Lauderdale Division, to
employ Glenn F. Moses, Esq., and his firm, Genovese Joblove &
Battista P.A. as counsel.

Genovese Joblove will be paid based on its hourly rates in
addition to being compensated its necessary out-of-pocket
expenses.  The hourly rates are:

     Attorneys                            $200 to $595
     Glenn D. Moses                           $495
     Mariaelena Guitian                       $425
     Associate                            $200 to $350
     Legal Assistants                     $150 to $170

Mr. Moses disclosed that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                      About Gulfstream Crane

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

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


GULFSTREAM INT'L: Has Plan Exclusivity Until July 2
---------------------------------------------------
The U.S. Bankruptcy for the Southern District of Florida, Fort
Lauderdale Division, has extended the exclusive period within
which only Gulfstream International Group, Inc. and its debtor
affiliates or the Official Committee of Unsecured Creditors may
file a Chapter 11 plan to July 2, 2011.

The exclusive period for soliciting acceptances to the Debtors' or
the Committee's Chapter 11 plan is extended through and including
August 31, 2011.

The Debtors previously obtained approval in January 2011 to sell
substantially all of their assets to VPAA Co.  The transaction is
scheduled to close after the Purchaser receives all necessary
regulatory and governmental approvals.

                 About Gulfstream International

Fort Lauderdale, Florida-based Gulfstream International Airlines
(NYSE Amex: GIA) operated a fleet of turboprop Beechcraft 19000
aircraft, and specialized in providing travelers with access to
niche locations not typically covered by major carriers.  GIA
operated more than 150 scheduled flights per day, serving nine
destinations in Florida, 10 destinations in the Bahamas, five
destinations from Continental Airline's hub under the Department
of Transportation's Essential Air Service Program and supports
charter service to Cuba through a services agreement with
Gulfstream Air Charter, Inc., an entity otherwise unrelated to the
Debtors.  GIA operated as a Continental Connection carrier, as
well as for United Airlines, Northwest Airlines and Copa Airlines,
through code share agreements.  GIA has 620 employees, including
530 working full-time.

Gulfstream International Group, Inc., and its units including
Gulfstream International Airline, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-44131) on
Nov. 4, 2010.  Brian K. Gart, Esq., at Berger Singerman, P.A.,
serves as the Debtors' bankruptcy counsel.  Jetstream Aviation
Capital, LLC and Jetstream Aviation Management, LLC, serve as
financial advisors to the Debtors.  Robert A. Schatzman, Esq.,
Steven J. Solomon, Esq., and Frank P. Terzo, Esq., at
GrayRobinson, P.A., in Miami, Florida, serve as counsel to the
Official Committee of Unsecured Creditors.

Gulfstream International Airlines disclosed $15,967,096 in total
assets and $25,243,099 in total liabilities.

As reported by the Troubled Company Reporter on Jan. 25, 2011,
Bankruptcy Judge John K. Olson entered an order authorizing
Gulfstream to sell its business to an affiliate of Chicago-based
Victory Park Capital Advisors LLC.  Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reported that Victory Park is buying
Gulfstream in return for financing it provided the Chapter 11
case.  In addition, Victory Park is paying Raytheon Aircraft
Credit Co. $18.7 million to buy the 21 Beechcraft 1900 D aircraft
that Gulfstream operates.  Raytheon also will be paid arrears on
the aircraft leases.  Victory Park will pick up specified expenses
of the Chapter 11 case while setting aside a $600,000 fund to pay
professional fees.  Victory Park is also allowing the creation of
a $100,000 fund to finance lawsuits.  Mr. Rochelle noted that a
prior bankruptcy court order said there will be a "structured
dismissal" of the Chapter 11 case within 30 days of the completion
of the sale.

Victory Park provided Gulfstream with up to $5 million debtor-in-
possession financing to fund the Chapter 11 case.


H & S: Files Schedules of Assets & Liabilities
----------------------------------------------
H & S Journal Squre Associates, LLC, has filed with the U.S.
Bankruptcy Court for the Southern District of New York its
schedules of assets and liabilities, disclosing:

  Name of Schedule                         Assets      Liabilities
  ----------------                         ------      -----------
A. Real Property                        $20,000,000
B. Personal Property                       $799,032
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $15,134,885
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $3,809,625
                                        -----------    -----------
      TOTAL                             $20,799,032    $18,944,510

Jersey City, New Jersey-based H&S Journal Square Associates LLC
filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 11-11623) on April 6, 2011.  J. Ted Donovan, Esq., at Goldberg
Weprin Finkel Goldstein LLP, serves as the Debtor's bankruptcy
counsel.

Affiliate Burnside Avenue Lot Stores, Inc, et al. (Bankr. S.D.N.Y.
Case No. 08-12988) previously sought Chapter 11 protection on
July 31, 2008.


HAMBONE DOG: Court Confirms Amended Chapter 11 Plan
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina confirmed Hambone Dog Properties, LLC's Plan of
Reorganization dated Nov. 2, 2010, as amended on Dec. 16, 2010,
and March 18, 2011.

The hearing on Confirmation of Hambone's Plan was held Dec. 21,
2010, and the Court entered its order confirming the Plan on March
30, 2011.

Judge Stephani W. Humrickhouse held that Plan as amended is
confirmed, subject to certain modifications to the treatment of
Classes 4, 5 and 6 Claims, among other things.

The Disclosure Statement accompanying the Plan was also approved.

Full-text copies of the December 16 and March 18 Amended Plans may
be accessed for free at:

   http://bankrupt.com/misc/HAMBONEDOG_AmendedPlanDec16.pdf
   http://bankrupt.com/misc/HAMBONEDOG_AmendedPlanMar18.pdf

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

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

             About Hambone Dog Properties, LLC

Sanford, North Carolina-based Hambone Dog Properties, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No.
10-05375) on July 6, 2010.  Nigle B. Barrow, Jr., Esq., who has an
office in Raleigh, North Carolina, represents the Debtor.  The
Company disclosed $16,679,610 in assets and $12,159,710 in
liabilities as of the Petition Date.


HARBORSIDE ASSOCIATES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Harborside Associates, LLC
        946 Ferry Boulevard
        Stratford, CT 06615

Bankruptcy Case No.: 11-21039

Chapter 11 Petition Date: April 12, 2011

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Debtor's Counsel: Carl T. Gulliver, Esq.
                  COAN LEWENDON GULLIVER & MILTENBERGER
                  495 Orange Street
                  New Haven, CT 06511
                  Tel: (203) 624-4756
                  Fax: (203) 865-3673
                  E-mail: cgulliver@coanlewendon.com

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 Luciano Coletta, managing member.


HAZBETH PROPERTY: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hazbeth Property Inc.
        651 W Broadway
        Glendale, CA 91204

Bankruptcy Case No.: 11-26198

Chapter 11 Petition Date: April 14, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Gaguik Bagdassarian, Esq.
                  LAW OFFICES OF GAGUIK BAGDASSARIAN
                  1010 N Central Ave #230
                  Glendale, CA 91202
                  Tel: (818) 244-8880

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-26198.pdf

The petition was signed by Sarkis Trashian, president.


HERCULES OFFSHORE: Bank Debt Trades at 2% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Hercules
Offshore Inc. is a borrower traded in the secondary market
at 98.34 cents-on-the-dollar during the week ended Friday,
April 15, 2011, an decrease of 0.29 percentage points from
the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company
pays 650 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 11, 2013, and
carries Moody's Caa1 rating and Standard & Poor's B- rating.
The loan is one of the biggest gainers and losers among 192
widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                     About Hercules Offshore

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

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

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


HHREGG INC: S&P Withdraws 'B+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B+'
corporate credit rating on Indianapolis-based hhgregg Inc. at the
issuer's request.  "We also withdrew our preliminary 'B' senior
unsecured and preliminary 'B-' subordinated debt ratings on the
company's Rule 415 shelf.  The company recently repaid its
previously rated term loan debt with an unrated amended and
restated revolving credit facility," S&P related.


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


INDIANAPOLIS DOWNS: Taps FD US as Communications Consultant
-----------------------------------------------------------
Indianapolis Downs, LLC, et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ FD
U.S. Communications, Inc., as corporate communications consultant,
nunc pro tunc to the Petition Date.

FD will counsel and assist the Debtors with regard to the Debtors'
multiple communication strategies, branding, and reputation as
related to the Debtors' restructuring and the Debtors' Chapter 11
cases.

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

                 Michael Geczi              $600
                 Kyna Legner                $425
                 Kelsi Kennedy              $250

To the best of the Debtors' knowledge, FD is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code.

                     About Indianapolis Downs

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

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

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

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

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


INNKEEPERS USA: Midland Objects to CRO's $2 Million Bonus
---------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Midland Loan Services Inc. -- the servicer for $825 million of
fixed-rate mortgage debt on 45 of the 72 properties owned by
Innkeepers USA Trust -- is objecting at the April 28 hearing a
request by the hotel owner to pay a $2 million bonus to Marc
Beilinson, the chief restructuring officer.  Midland says that the
bonus, to be paid in addition to Mr. Beilinson's $900,000 annual
salary, wasn't negotiated as part of the commitment agreement
among the major parties supporting the proposed Chapter 11 plan.
Midland says that the proposed new bonus would be in addition to
$4 million of bonuses Mr. Beilinson received in the year before
the Chapter 11 filing, on top of salary.  Midland contends it is
not proper to include the bonus in the plan so it would be
approved as part of the confirmation process.  Midland argues that
making a commitment for a bonus is outside the ordinary course of
business and requires court approval apart from confirmation of
the Chapter 11 plan.
                        The Chapter 11 Plan

Innkeepers has a May 10 hearing for approval of the disclosure
statement explaining its proposed plan filed April 8.  The Debtor
is aiming for approval of the plan at a June 23 confirmation
hearing.

According to Mr. Rochelle, the new plan provides for the sale of
Innkeepers USA's 72 hotel properties and payment to creditors on
these terms:

  * The primary portion of the plan covers 65 hotels where
    ownership is slated for transfer to Lehman Ali Inc. and Five
    Mile Capital Partners LLC.  There is to be an auction on May 2
    to determine if there is a better offer for the 65 hotels.

  * The Anaheim and Ontario Hilton hotels would be sold or turned
    over to the secured lenders.

  * For the remaining five hotels, the parties are "exploring
    multiple options.

  * Bids for all 72 hotels, single properties, or combinations may
    also be taken on May 2.  A court filing says the parties
    "anticipate" a competing bid for the entire group of hotels.
    Preliminary bids are due April 25.

  * Midland is to have a 75% recovery from $622.5 million in new
    mortgages on revised terms.  Lehman Ali, a non-bankrupt
    subsidiary of Lehman Brothers Holdings Inc., is intended to
    have a 91% recovery on its $238 million in floating-rate
    mortgages on 20 properties.

                      About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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


INTERSTATE AUTO: AM Best Cuts Financial Strength Rating to 'C++'
----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C++
(Marginal) from B- (Fair) and issuer credit rating to "b" from
"bb-" of Interstate Auto Insurance Company, Inc. (Interstate Auto)
(Baltimore, MD).  The outlook for both ratings is negative.


The rating actions reflect Interstate Auto's continued negative
underwriting performance, which could not be offset by its
generally declining investment income.  This has led to pre-tax
operating losses in four of the last five years, and consequently,
has hindered the company's surplus base.  As of year-end 2010,
Interstate Auto's surplus base was at its lowest level in the past
10 years and is just above Maryland's minimum surplus requirements
for companies writing private passenger non-standard auto
business.

Weak economic conditions, including high unemployment, also have
led to cancellations of coverage, and consequently, a declining
trend in Interstate Auto's premium writings in 2009 and 2010,
resulting in high expense ratios and dampening underwriting
results.  Despite this, the company's premium and underwriting
leverage ratios are still relatively high compared to its peer
companies that also write private passenger non-standard auto
business.  While the company is taking steps such as instituting
rate increases to improve profitability in order to restore its
surplus base, the current soft underwriting cycle in its line of
business represents a challenging operating environment for the
insurer.

The negative rating outlook recognizes the possibility of further
rating actions being taken should there be continued deterioration
in Interstate Auto's capitalization and underwriting leverage.


IRON MOUNTAIN: Moody's Says Ratings Unaffected by CEO's Departure
-----------------------------------------------------------------
Moody's Investors Service said Iron Mountain's ratings are
currently not affected by the CEO's sudden departure and
shareholder pressure to enhance returns.

The principal methodologies used in this rating were Global
Business & Consumer Service Industry 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 Boston, Massachusetts, Iron Mountain is an
international provider of information storage and protection
related services. The company reported revenue of $3.1 billion in
2010.


KIWA BIO-TECH: Posts $2.275 Million Net Loss in 2010
----------------------------------------------------
Kiwa Bio-Tech Products Group Corporation announced that net sales
were $88,056 for the twelve months ended Dec. 31, 2010, compared
iwth $38,292 in 2009.  Net loss attributable to stockholders were
$2,275,783 and $3,714,529 for fiscal 2010 and 2009, respectively.

During the year ended Dec. 31, 2010, Mr. Wei Li, Chairman and CEO
of Kiwa, advanced the Company net additional capital of
$1,017,569.  As of Dec. 31, 2010, the balance of loans to the
Company by officers and related parties was $2,898,242.

Please refer to documents filed with the Securities and Exchange
Commission for additional information on the results.

Last year Kiwa Tianjin asserted that Challenge Feed unlawfully
disposed of assets held by Kiwa Tianjin.  Such assets include
machinery and equipment and inventories.  Kiwa Tianjin announced
it was seeking damages against Challenge Feed in the amount of
approximately RMB 2.2 million in total.  The local court of Wuqing
District has informed the Company that it will not examine the
lawsuit against Challenge Feed since Challenge Feed has entered
into bankruptcy proceedings.  Related matters will be solved
during Challenge Feed's bankruptcy proceedings.  On Aug. 29, 2010,
Kiwa Tianjin filed objections to the local court of Wuqing
District and Challenge Feed's bankruptcy administrator. According
to Challenge Feed's bankruptcy administrator, the filed objections
have been received but have not been examined.

"This past summer we announced that Kiwa was seeking to gain
market awareness for its fertilizer products by working closely
with Kangtai and San Kang Safe Agricultural Distribution Network
Project (San Kang Club).  This includes a prototype vegetable
delivery model to satisfy high-end customers' demand for better
food. Kangtai has contracted to grow food in fields only
fertilized with Kiwa Bio-Tech's fertilizers and is delivering
these products directly to customers.  The vegetable baskets have
Kiwa's logo much as many computers have a sticker, "Intel
Inside"," Kiwa said.

The Company notes that there has been strong market acceptance of
the green food products.  The Company expects improved results
during this growing season.  However, severe weather and droughts
in large agricultural areas of China make it difficult to forecast
fertilizer demand.

                       About Kiwa Bio-Tech

Based in Claremont, Calif., Kiwi Bio-Tech Products Group
Corporation -- http://www.kiwabiotech.com/-- develops,
manufactures, distributes and markets innovative, cost-effective,
and environmentally safe bio-technological products for
agricultural and natural resources and environmental conservation.
The Company has two subsidiaries in China: (1) Kiwa Shandong in
2002, a wholly-owned subsidiary, engaging in bio-fertilizer
business, and (2) Tianjin Kiwa Feed Co., Ltd. in July 2006,
engaging in bio-enhanced feed business, of which the Company holds
80% equity.


LACK'S STORES: Wants Until Sept. 13 to Propose Chapter 11 Plan
--------------------------------------------------------------
Lack's Stores, Incorporated, et al., ask the U.S. Bankruptcy Court
for the Southern District of Texas, for the second time, to extend
their exclusive periods to file and solicit acceptances for the
proposed chapter 11 plan until Sept. 13, 2011, and Nov. 14, 2011,
respectively.

The Debtors relate that they have a draft plan prepared, however,
the requested extension will save their estates significant
resources by avoiding possible premature confirmation litigation.

The Debtors add that the extension will also increase the
likelihood of a greater distribution to the Debtors' creditors by
facilitating an orderly, efficient, and cost-effective plan
process for the benefit of all stakeholders.

The Debtors propose a hearing on their requested exclusivity
extensions on May 9, at 4:00 p.m.  Objections, if any, are due
May 3.

                      About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 10-60149) on Nov. 16,
2010.  The Debtor disclosed $182,023,008 in assets and
$136,813,103 in liabilities as of the Chapter 11 filing.

Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and
Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel
to the Debtor.  Huron Consulting Group, Inc., is the financial
advisor.

The Official Committee of Unsecured Creditors formed in the
Chapter 11 case has tapped Platzer, Swergold, Karlin, Levine,
Goldberg & Jaslow, LLP, as bankruptcy counsel; Strong Pipkin
Bissell & Ledyard, L.L.P., as local counsel; and The Conway Mac
Kenzie, Inc., is the financial advisor.


LAMAR MEDIA: S&P Holds 'B+' Corp. Credit Rating; Outlook Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Baton Rouge, La.-based Lamar Media Corp. to positive
from stable.  S&P also affirmed its 'B+' corporate credit rating
on Lamar Media and parent company Lamar Advertising Co.

"At the same time, we affirmed our issue-level rating on the
company's senior secured credit facility and senior unsecured
notes at 'BB' (two notches above the 'B+' corporate credit
rating).  The recovery rating on this debt remains at '1',
indicating our expectation of very high (90%-100%) recovery for
lenders in the event of a payment default," S&P related.

S&P continued, "We also affirmed our issue-level ratings on the
senior subordinated notes at 'B+' (at the same level as Lamar's
corporate credit rating) and revised the recovery rating to a '3'
from '4'.  The '3' recovery rating indicates our expectation of
meaningful (50% to 70%) recovery for noteholders in the event of a
payment default.  The revision of the recovery rating on the
subordinated  notes reflects our reassessment of the EBITDA
multiple we used in our hypothetical default scenario."

"The positive outlook revision reflects our expectation that Lamar
will continue to reduce leverage in 2011-2012 through modest
EBITDA growth and voluntary debt reduction from discretionary cash
flow," said Standard & Poor's credit analyst Michael Altberg.
"Under our base-case scenario for 2011, we expect lease- and asset
retirement obligation (ARO)-adjusted debt leverage will decline to
the mid-5x area.  This is based on our assumption of mid-single-
digit percentage revenue growth and slightly faster EBITDA growth
due to a continued improvement in ad rates and occupancy levels,
partially offset by increases in lease and staff compensation
expenses.  Under this scenario, we assume that the company will
repay a minimum of $200 million in debt from its excess cash
flows, which is consistent with its public guidance and its focus
on dept repayment since late 2008," S&P added.


LEHMAN BROTHERS: Creditors Want Uniform Process for Disclosures
---------------------------------------------------------------
A group of creditors of Lehman Brothers Holdings Inc. has called
for the implementation of a uniform process that would require
other parties to make further disclosure of information about
"potential conflicts of interest."

The move came after LBHI asked the Court to compel the creditors,
which include the pension fund California Public Employees
Retirement System and hedge fund Paulson & Co., to comply with
the disclosure requirements under Rule 2019 of the Federal Rules
of Bankruptcy Procedure.

The group, which calls itself the ad hoc group of Lehman
creditors, asked the Court in particular that if it is required
to comply with Rule 2019, other parties including the proponents
of Chapter 11 plan likewise must comply.

The ad hoc group also proposed under the process for disclosure
of additional information such as the nature of claim, all
holdings including those of affiliates broken down on a creditor
legal entity or Lehman legal entity basis, among other things.

Gerard Uzzi, Esq., at White & Case LLP, in New York, said the
proposed process would avoid debates over the applicability of
Rule 2019 to any creditor.

"The group's sole objective is to ensure that, if additional
disclosure is required, such requirements are imposed fairly and
uniformly in these cases," he said.

LBHI's lawyer, Harvey Miller, Esq., at Weil Gotshal & Manges LLP,
in New York, said requiring other parties to also comply with
Rule 2019 may be a good policy but it is not a defense to the ad
hoc group's obligation to meet the requirements of Rule 2019.

Mr. Miller said the ad hoc group, like any plan proponent, should
be held to the "highest and broadest level of disclosure" so that
claimants entitled to vote on the group's proposed plan for LBHI
could make informed judgments.

Judge Peck, according to an April 13 Bloomberg News report,
ordered the ad hoc group and its members to disclose within 10
days information about their holdings of Lehman's debt, including
the prices they paid.

Judge Peck told Mr. Miller that disclosure was often used to
force creditors to reveal confidential or embarrassing
information, Bloomberg related.  "People are entitled to know
what are the economic interests of the group," Mr. Miller said.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Creditors Committee Backs Innkeepers Deal
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Lehman Brothers'
Chapter 11 cases has expressed its support for approval of Lehman
ALI Inc.'s entry into a deal in connection with the restructuring
of the hotel investment company Innkeepers USA Trust.

Lehman ALI's affiliate, Lehman Commercial Paper Inc., previously
sought a bankruptcy court order to permit the company to enter
into the deal.  The agreement calls for the exchange of Lehman
ALI's interest in a $250 million loan for up to 50% of the new
equity in a reorganized Innkeepers.

Lehman ALI provided the $250 million loan to fund parts of the
$1.8 billion buyout of the hotel investment company by Apollo
Investment Corp.

Dennis Dunne, Esq., at Milbank Tweed Hadley & McCloy LLP, in New
York, says the joint bid from Lehman ALI and another company to
purchase the new equity will provide Lehman ALI with a
"substantial amount" of new equity and an upfront cash payment

"From the Committee's perspective, the [bid] entails a win-win
proposition," Mr. Dunne says in court papers.
.
The joint offer from Lehman ALI and Five Mile Capital II Pooling
REIT LLC will serve as the stalking horse bid or the lead bid at
an auction to be organized in case Innkeepers receives other
offers.

Michael Lascher, a LAMCO LLC employee who has been involved in
finalizing the terms of the Innkeepers deal, also filed court
papers in support of Lehman ALI's entry into the deal.

In a related development, LCPI added a "reservation of rights"
provision in the proposed order approving Lehman ALI's entry into
the Innkeepers deal upon request from the ad hoc group of Lehman
creditors, which include the pension fund California Public
Employees Retirement System and hedge fund Paulson & Co.

A full-text copy of the revised proposed order is available for
free at http://bankrupt.com/misc/LBHI_RevPropOrdInnkeepers.pdf

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Black River, et al., to Return $625MM to LBI
-------------------------------------------------------------
James Giddens, trustee of Lehman Brothers Inc., obtained court
approval of an agreement requiring Black River Fixed Income
Relative Value Fund Ltd., Black River FIRV Opportunity Master
Fund Ltd., and Cargill Incorporated to pay $625 million to the
trustee in connection with the close-out of their transaction
with LBI.

Mr. Giddens is still awaiting court approval of an agreement to
close LBI's accounts at BNP Paribas Securities Services.  The
agreement requires the transfer of cash and securities held in
those accounts to financial institutions designated by the
trustee, and reimburse BNPSS as much as $l00,000 for the expenses
incurred from the transfer.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEVEL 3: Bank Debt Trades at 2% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications, Inc., is a borrower traded in the secondary market
at 98.25 cents-on-the-dollar during the week ended Friday,
April 15, 2011, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents an
increase of 1.13 percentage points from the previous week, The
Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 1, 2014, and
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 192 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at Sept. 30, 2010, showed
$8.36 billion in total assets, $8.45 billion in total liabilities,
and a stockholder's deficit of $86.0 million.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.

                          *     *     *

Level 3 Communications, Inc., and Global Crossing Limited have
entered into a definitive agreement under which Level 3 will
acquire Global Crossing in a tax-free, stock-for-stock
transaction.  The combined company will operate a unique global
services platform anchored by fiber optic networks on three
continents, connected by extensive undersea facilities.  The
combined network will serve a worldwide customer set with owned
network in more than 50 countries and connections to more than 70
countries.  This transaction will create a company with pro forma
combined 2010 revenues of $6.26 billion and pro forma combined
2010 Adjusted EBITDA of $1.27 billion before synergies and $1.57
billion after expected synergies.

Under the terms and subject to the conditions of the agreement,
Global Crossing shareholders will receive 16 shares of Level 3
common stock for each share of Global Crossing common stock or
preferred stock that is owned at closing.  Based on Level 3's
closing stock price on April 8, 2011, the transaction is valued at
$23.04 per Global Crossing common or preferred share, or
approximately $3.0 billion, including the assumption of
approximately $1.1 billion of net debt as of Dec. 31, 2010.


LEVITT & SONS: Settles Securities Class Action
----------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that the parent
company of Levitt and Sons LLC on reached April 14 a settlement in
Florida with a class of investors who accused the Company of
making false statements to boost its stock price before filing for
bankruptcy.

Judge Donald L. Graham of the U.S. District Court for the Southern
District of Florida closed the case for administrative purposes
and gave the two sides 45 days to file, Law360 says.

                        About Levitt & Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on November 9, 2007 (Bankr. S.D. Fla.
Lead Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso,
Esq., at Berger Singerman, P.A., represented the Debtors in their
bankruptcy cases.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, was not included in the bankruptcy filing.

Judge Raymond B. Rays confirmed Levitt & Sons' liquidating
Chapter 11 plan in February 2009.


LIBI LABS: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Libi Labs, Inc.
        6950 Bryan Dairy Rd.
        Largo, FL 33777

Bankruptcy Case No.: 11-06953

Chapter 11 Petition Date: April 13, 2011

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

Debtor's Counsel: Charles A. Postler, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 E Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  E-mail: cpostler.ecf@srbp.com

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

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-06953.pdf

The petition was signed by George Stuart, president/CEO.

Affiliate that previously filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
GeoPharma, Inc.                        11-5210    03/23/11


LIGHT FOOT: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Light Foot Group LLC
        22100 Point Lookout Road
        Leonardtown, MD 20650

Bankruptcy Case No.: 11-17945

Chapter 11 Petition Date: April 15, 2011

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: John Douglas Burns, Esq.
                  THE BURNS LAWFIRM, LLC
                  6303 Ivy Lane, Suite 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780
                  E-mail: burnslaw@burnslaw.algxmail.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 seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb11-17945.pdf

The petition was signed by James A. Winters, representative of
Light Foot Group.


LIVE NATION: Moody's Cuts Corporate to 'B1'; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded Live Nation Entertainment,
Inc.'s corporate family and probability of default ratings by one
notch to B1 from Ba3 as a result of recent results showing greater
susceptibility to recessionary forces than had previously been
anticipated, and as it appears that the business environment
will not soon improve by enough to facilitate improved business
activity levels that would, in turn, cause credit metrics to
materially improve from current lackluster measures.  While
Moody's assessment of Live Nation's expected loss prospects as
represented by the CFR has deteriorated, prospects for the
company's senior secured bank credit facilities remain in a range
that allows their Ba2 ratings to be maintained.  However, with
aggregate prospects downgraded (the CFR) and the senior secured
rating unchanged, expected loss prospects for unsecured notes
deteriorate significantly, resulting in a two notch downgrade to
B3 from B1.

Live Nation's liquidity arrangements also affect the ratings
assessment.  With financial covenant compliance thresholds set to
become more stringent in mid 2012, unless EBITDA rebounds, the
company's compliance cushion will erode from current comfortable
levels.  Live Nation has the ability to apply some its cash
towards debt repayment should it become necessary to alleviate
compliance pressure, however, this would not address underlying
EBITDA weakness.  These matters have caused us to downgrade the
company's speculative grade liquidity rating to SGL-2 (good) from
SGL-1 (very good).  Should liquidity continue to deteriorate
as the covenant step-down approaches, it may be necessary to
reposition the SGL rating again.  Despite this, the rating outlook
is stable as Moody's believes performance will recover somewhat
from the current trough with no further rating actions being
required.

   Issuer: Live Nation Entertainment, Inc.:

   -- Corporate Family Rating: Downgraded to B1 from Ba3

   -- Probability of Default Rating: Downgraded to B1 from Ba3

   -- Guaranteed Senior Secured Credit Facility Rating: Unchanged
      at Ba2 (LGD2, 29%)

   -- Guaranteed Senior Unsecured Notes: Downgraded to B3 (LGD5,
      78%) from B1 (LGD5, 77%)

   -- Speculative Grade Liquidity Rating: Downgraded to SGL-2 from
      SGL-1

Outlook: Unchanged at Stable

Ratings Rationale

Live Nation's B1 corporate family and probability of default
ratings (CFR and PDR respectively) are influenced primarily by
elevated leverage, limited free cash generation, stalled organic
growth, and ongoing acquisition activity.  Moody's anticipates
2011 and 2012 Debt-to-EBITDA leverage to improve somewhat from
current mid 6x measures (all stated credit metrics incorporate
Moody's standard adjustments), but expect little in the way of
excess cash flow that can be applied to reduce debt.  As well,
recent acquisition activity suggests that management plans to
de-lever through EBITDA growth rather than debt reduction. Given
relatively high purchase multiples and the industry's historically
thin margins, this strategy requires considerable time to come
to fruition.  The rating is supported by Live Nation's leading
position in the live entertainment industry with a multi-faceted
revenue stream derived from ticketing, venue operation, concert
promotion (based on a significant roster of well-recognized
performing artists), and artist management (through a controlling
interest in Front Line Management Group, Inc.).  The company's
good liquidity position, evidenced by its SGL-2 speculative grade
liquidity rating, is also credit positive, albeit recent
deterioration is negative and potential covenant compliance
matters suggest that caution is warranted.

Rating Outlook

The outlook is stable.  While Moody's anticipates seasonal
fluctuations and co-variability with general economic trends,
Moody's expects credit metrics to be relatively stable over the
rating horizon.

What Could Change the Rating Up

Positive ratings/outlook actions may be contemplated as total
adjusted debt to EBITDA trends towards the mid 5x range and free
cash flow to debt expands beyond 5%.

What Could Change the Rating Down

Downwards rating pressure could develop if leverage deteriorates
into the high 6x range with free cash flow to debt remaining at or
below the approximately 5% range.

The principal methodology used in rating Live Nation Entertainment
was Global Business & Consumer Service Industry Rating Methodology
published October 2010.  Other methodologies used include
Probability of Default Ratings and Loss Given Default Assessments
published in June 2009 and Speculative Grade Liquidity Ratings
published in September 2002.

Live Nation, headquartered in Beverly Hills, California, operates
a leading live entertainment ticketing and marketing company,
owns, operates and/or exclusively books live entertainment venues
in the U.S. and Europe, and owns the rights to several globally
recognized performing artists under contracts of varying scope and
duration.


LUXURY PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Luxury Properties LLC
        3690 Santa Rosa Avenue
        Santa Rosa, CA 95407

Bankruptcy Case No.: 11-11357

Chapter 11 Petition Date: April 14, 2011

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Paul M. Jamond, Esq.
                  LAW OFFICES OF PAUL M. JAMOND
                  200 4th St. #300
                  Santa Rosa, CA 95401
                  Tel: (707) 526-4550
                  E-mail: jamond@pacbell.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 Robert Angel, president of RT Angel,
Inc., Debtor's managing member.


LV KAPOLEI: Files Schedules of Assets & Liabilities
---------------------------------------------------
LV Kapolei 54, LLC, has filed with the U.S. Bankruptcy Court for
the District of Hawaii its schedules of assets and liabilities,
disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                      $34,666,542
B. Personal Property                     $496,431
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $23,315,567
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $639,751
                                      -----------      -----------
      TOTAL                           $35,162,973      $23,955,318

San Francisco, California-based LV Kapolei 54, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Hawaii Case No. 11-
00981) on April 8, 2011.  James A. Wagner, Esq., at Wagner Choi &
Verbrugge, serves as the Debtor's bankruptcy counsel.


LV KAPOLEI: Has Interim OK to Hire Wagner Choi as Bankr. Counsel
----------------------------------------------------------------
LV Kapolei 54, LLC, sought and obtained interim authorization from
the U.S. Bankruptcy Court for the District of Hawaii to employ
Wagner Choi & Verbugge as bankruptcy counsel, effective as of
April 8, 2011.

Wagner Choi can be reached at:

                 James A. Wagner, Esq.
                 WAGNER CHOI & VERBRUGGE
                 745 Fort Street, Suite 1900
                 Honolulu, HI 96813
                 Tel: (808) 533-1877
                 Fax: (808) 566-6900
                 E-mail: jwagner@hibklaw.com

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

          Professionals                      Rate/Hour
          -------------                      ---------
         James A. Wagner                       $460
         Chuck C. Choi                         $325
         Neil J. Verbrugge                     $275
         Allison A. Ito                        $220
         Paralegals                             $75

James A. Wagner, Esq., a partner at Wagner Choi, assured the Court
that Wagner Choi is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

The Court has set a final hearing for May 16, 2011, at 10:30 a.m.
on the Debtor's request for authorization to hire Wagner Choi s
bankruptcy counsel.

San Francisco, California-based LV Kapolei 54, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Hawaii Case No. 11-
00981) on April 8, 2011.  According to its schedules, the Debtor
disclosed $35,162,973 in total assets and $23,955,318 in total
debts as of the Petition Date.


MDC PARTNERS: "Very High Leverage" Cues Moody's Negative Outlook
----------------------------------------------------------------
Moody's Investors Service changed MDC Partners, Inc.'s rating
outlook to negative, downgraded the speculative-grade liquidity
rating to SGL-3 from SGL-2 and assigned a B2 rating to the
company's proposed $50 million add-on to its 11% senior unsecured
notes due 2016.  MDC plans to utilize the net proceeds from the
note add-on to repay borrowings under its revolver that were drawn
since the end of 2010 to fund contingent acquisition payments,
acquisitions and seasonal borrowings.  Loss given default point
estimates were also updated to reflect the proposed add-on and the
recent increase in the revolver commitment to $100 million.  The
B1 Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) are not affected.

Assignments:

   Issuer: MDC Partners Inc.

   -- Senior Unsecured Regular Bond/Debenture (add-on), Assigned a
      B2, LGD4 - 69%

Downgrades:

   Issuer: MDC Partners Inc.

   -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
      SGL-2

Loss Given Default Updates:

   -- Senior Unsecured Regular Bond/Debenture (existing notes),
      Changed LGD4 - 69% from LGD4 - 63% (no change to B2 rating)

Outlook Actions:

   Issuer: MDC Partners Inc.

   -- Outlook, Changed to Negative From Stable

The change in the rating outlook to negative reflects Moody's
concern that MDC will be challenged to reduce its very high
leverage to a level more in line with the B1 CFR over the next
12-18 months.  MDC has completed a series of acquisitions funded
with debt and a material amount of earn-outs and also invested in
additional staffing to support the company's aggressive growth
initiatives.  Debt-to-EBITDA leverage (6.8x FY 2010 pro forma
for that proposed add-on and incorporating Moody's standard
adjustments, deferred acquisition consideration, minority interest
puts, and a full year of operations from the acquisitions
completed in 2010) is well above the 5x upper limit anticipated
in the ratings.  Moody's expects MDC's leverage will decline in
2011 due to expected earnings growth, but returning to the 5x
level or lower will likely be challenging.  Free cash flow is
expected to be modest, and MDC's comfort with incremental debt
given the proposed add-on suggests limited debt reduction over the
next 12-18 months.

The downgrade of the speculative-grade liquidity rating to SGL-3
reflects the company's modest cash flow in relation to the
meaningful amount of potential cash needs for deferred acquisition
consideration, minority interest puts and seasonal working
capital, as well as MDC's modest cushion within the minimum EBITDA
and total leverage covenants in its revolver.  Moody's expects
unused capacity under the $100 million revolver (approximately
$85 million unused pro forma for the proposed offering and
factoring in letters of credit) to be sufficient to cover the
projected cash needs, but there is likely to be reliance on the
facility.  MDC has no required debt payments until the upsized
$340 million of notes mature in 2016 and the revolver expires in
October 2014.

MDC's B1 CFR reflects its modest revenue and cash flow and more
significant client, industry, and geographic concentration than
rated industry peers, which creates greater potential revenue
volatility from the loss of key clients or creative personnel.
The lack of scale contributes to margins that are well below
industry peers, and is prompting the company to be acquisitive
and increase staffing levels to pursue new business in an effort
to generate high revenue growth.  MDC is targeting a 1.5-2.5x
net leverage ratio (excluding Moody's adjustments and with EBITDA
calculated based on the revolving credit agreement terms), but
the measure does not include items such as deferred acquisition
consideration or minority interest puts that tripled during 2010
to approximately $186 million.  Leverage based on the company's
calculation has increased since the original bond offering in
October 2009, but the increase was significantly greater when
factoring these other obligations.

MDC is planning to scale back the level of acquisitions in 2011
but expects to continue to invest in additional staff in pursuit
of aggressive revenue growth.  Moody's expects MDC's organic
revenue growth to exceed the average for the marketing services
industry, but leverage is likely to remain elevated over the next
12-18 months.

Weak creative execution, client losses or a significant
advertising downturn could result in a downgrade.  A weakened
liquidity position and/or deterioration in earnings, acquisitions
or cash distributions to shareholders that sustains debt-to-EBITDA
leverage above 5x or free cash flow-to-debt below 5% could also
lead to a downgrade.  Moody's believes the likelihood of an
upgrade is low for the forseable future.

MDC's ratings were assigned by evaluating factors Moody's
believes is relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term,
and iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of MDC's core industry and MDC's ratings are believed to
be comparable to those of other issuers of similar credit risk.

MDC Partners Inc. is a marketing communications and consulting
services holding company whose agencies serve customers across the
globe.  Revenue in FY 2010 was approximately $700 million.


MDC PARTNERS: S&P Lowers Corporate Credit Rating to 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Toronto, Canada-based MDC Partners Inc., a
holding company for a portfolio of marketing communications firms.
The outlook is stable.

"We are lowering our corporate credit rating to 'B+' from 'BB-'.
At the same time, we lowered our issue-level rating on the
company's senior unsecured debt to 'B+' (in conjunction with the
lowering of the corporate credit rating) from 'BB-', and kept the
recovery rating unchanged at '4', indicating our expectation of
average (30% to 50%) recovery for noteholders in the event of
a payment default," S&P related.

"Despite healthy organic revenue growth, the rating downgrade
reflects our expectation that fully adjusted leverage will remain
above our 4.25x threshold at the 'BB-' rating level in 2011
because of debt-financed acquisitions," said Standard & Poor's
credit analyst Michael Altberg.  "Given the company's aggressive
growth strategy, we believe a 'B+' rating is more appropriate for
the increased level of debt leverage and operating risk until
acquisition activity slows.  Pro forma for the $50 million add-on,
fully-adjusted debt (including operating leases, earn-outs and put
obligations) to adjusted EBTIDA was high, at 5.6x as of Dec. 31,
2010.  Based on deferred acquisition consideration (earn-outs)
payments in the first half of 2011, we estimate adjusted leverage
is closer to 5.3x, however, we expect earn-out levels to fluctuate
with future acquisition activity.  Under our base case scenario of
EBITDA growth in the low-to-mid 20% area in 2011, we believe that
fully-adjusted leverage could decline to the mid-to-high 4x area
by year-end, depending on the level of additional acquisitions and
earn-out obligations," S&P added.


MEDAY SEVENTH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Meday Seventh, LLC
        668 Independence Avenue, SE
        Washington, DC 20003

Bankruptcy Case No.: 11-00277

Chapter 11 Petition Date: April 12, 2011

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  LAW OFFICES OF RICHARD B. ROSENBLATT, PC
                  30 Courthouse Square, Suite 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  E-mail: rrosenblatt@rosenblattlaw.com

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

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

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

The petition was signed by Yafet Alem, managing member.


METALINK LTD: Shares to be Delisted from NASDAQ
-----------------------------------------------
Metalink Ltd. announced on April 18, 2011,that it had received
notice from the staff of the NASDAQ Stock Market LLC, on April 12,
2011 indicating that the Company has failed to regain compliance
with the minimum $1.00 per share requirement for continued listing
as set forth in NASDAQ's Listing Rule 5550(a)(2) by April 11, 2011
and that, unless the Company appeals, the Company's ordinary
shares will be delisted from The NASDAQ Capital Market at the
opening of business on April 21, 2011.  Metalink does not intend
to appeal the delisting determination.

When delisted from The NASDAQ Capital Market, the Company's shares
are expected to become eligible for quotation on the OTC Bulletin
Board (OTCBB) or in the "pink sheets".

The Company will continue to file its periodic reports with the
U.S. Securities and Exchange Commission, including Annual Reports
on Form 20-F and periodic reports on Form 6-K, as required by
applicable securities laws.

                         About Metalink

Metalink -- http://www.MTLK.com/-- shares trade on Nasdaq under
the symbol "MTLK".


METCAB LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Metcab, LLC
        1615 Welch St.
        Brownsville, TN 38012

Bankruptcy Case No.: 11-11071

Chapter 11 Petition Date: April 13, 2011

Court: United States Bankruptcy Court
       Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtor's Counsel: Michael T. Tabor, Esq.
                  203 S. Shannon
                  P.O. Box 2877
                  Jackson, TN 38302-2877
                  Tel: (731) 424-3074
                  E-mail: marissav@bellsouth.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/tnwb11-11071.pdf

The petition was signed by Russell Lee Marshall, member.


MFJT LLC: Schedules and Statement of Fin'l Affairs Due Friday
-------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois extended MFJT, LLC's time to file
its schedules of assets and liabilities and statement of financial
affairs until April 22, 2011.

Alsip, Illinois-based MFJT, LLC -- dba Somerset Park Apartments
and Somerset II -- filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ill. Case No. 11-11819) on March 22, 2011.  David K.
Welch, Esq., at Crane Heyman Simon Welch & Clar, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


MICHAEL FOODS: S&P Lowers Corporate Credit Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating, on Minnetonka, Minn.-based Michael
Foods Group Inc. to 'B' from 'B+' and removed them from
CreditWatch, where they were placed with negative implications on
Feb. 11, 2011, following the company's announcement of a debt-
financed dividend.  The outlook is stable.

"The ratings on Michael Foods Group reflect our view of the
company's highly leveraged financial profile and weak business
profile," said Standard & Poor's credit analyst Bea Chiem.

Michael Foods Group's highly leveraged financial profile reflects
its increased debt burden following its sale to GS Capital
Partners and TH Lee Partners in June 2010 and, more recently, its
increased term loan to fund a leveraged dividend to those
sponsors.  "The weak business risk profile reflects our opinion of
the company's product concentration, limited geographic coverage,
exposure to volatile commodity costs, and participation in highly
competitive segments with larger competitors," S&P related.

S&P continued, "We expect leverage to decline, with debt to EBITDA
falling to less than 5.5x by the end of fiscal 2011.  We could
consider a downgrade if the company's covenant cushion levels fall
to less than 10%, if financial policies become more aggressive,
and/or if leverage does not decline as expected.  Conversely,
we could consider an upgrade if Michael Foods is able to reduce
and sustain leverage of less than 5x and if covenant cushion
levels remain at least 15%-20%."

Michael Foods Group is a specialty egg producer and distributer to
the food service, retail, and food ingredients markets.


MMFX CANADIAN: Hearing on Further Plan Control Tomorrow
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on April 20, 2011, at 1:30 p.m., to
consider MMFX Canadian Holdings, Inc., et al.'s request for a
90 day extension in their exclusive periods to file and solicit
acceptances for a proposed chapter 11 plan.

The Debtors related that they retained KPMG Corporate Finance LLC
as an investment banker to assist them in identifying and
evaluating a value-maximizing alternatives, including a sale, a
plan of reorganization with a plan sponsor or other investor, or a
licensing transaction with strategic parties.

An extension of exclusivity is necessary to allow the Transaction
Process to run its course, and to assure prospective investors and
interested parties that the Debtors' cases are progressing
smoothly.

Continuing exclusivity will also allow the team at MMFX to avoid
the distraction of competing plans, and instead focus on its
business while participating in the Transaction Process by
conducting management meetings with potential bidders and
interested parties.  Finally, concurrently with the Transaction
Process, the Debtors are working on addressing prepetition
liabilities. It is anticipated that the total scheduled claims and
the claims to be ultimately filed will exceed $65 million.

At the hearing, the Court will also consider the motion of
Official Committee of Unsecured Creditors to terminate the
Debtors' exclusive periods, and permitting the Committee to file a
plan and disclosure statement.

                            About MMFX

Irvine, California-based MMFX International Holdings, Inc., and
MMFX Canadian Holdings, Inc., filed for Chapter 11 (Bankr. C.D.
Calif. Case Nos. 10-10085 and 10-10083) on Jan. 5, 2010.  Margaret
M. Mann, Esq., at Sheppard Mullin Richter & Hampton LLP represents
the Debtors in their restructuring efforts.  MMFX Int'l and MMFX
Canadian estimated assets and debts at $50 million to $100 million
as of the Chapter 11 filing.


MMM FARMLAND: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: MMM Farmland, LLC
        16428 Arkansas Highway 89 South
        Lonoke, AR 72086

Bankruptcy Case No.: 11-12439

Chapter 11 Petition Date: April 13, 2011

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Susan Gordon Gunter, Esq.
                  400 West Capitol Avenue, Suite 1700
                  Little Rock, AR 72201
                  Tel: (501) 347-4173
                  Fax: (501) 372-3482
                  E-mail: sggunter@gmail.com

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

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

The list of 20 largest unsecured creditors has only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Small Business            3.10.2000 Loan         est. $750,000
Administration            to build golf
Arkansas District         course
2120 Riverfront, Suite 100
Little Rock, AR

The petition was signed by Mayme M. Morris, manager.


MP-TECH AMERICA: Kia and Hyundai Supplier to Sell Business
----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
MP-Tech America LLC, an auto-parts maker from Cusseta, Alabama,
intends to sell the business to Joon LLC, also known as Ajin USA.

Ajin, which has made $6.2 million in unsecured loans to MP-Tech
since last year and has acquired 18% of the equity, is prepared to
loan $600,000 on an interim basis and $1.8 million when the
bankruptcy court gives final approval.  There will be a hearing on
May 2 regarding financing.

MP-Tech, maker of parts for Kia Motors Corp. and Hyundai Motor Co.
at their plants in Georgia and Alabama, filed a Chapter 11
petition (Bankr. M.D. Ala. Case No. 11-30895) on April 8, 2011.
Joseph J. Burton, Jr., Esq., at Burton & Armstrong, LLP, in
Atlanta, Georgia, represents the Debtor.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.

A case summary, together with the list of 20 largest creditors,
for MP-Tech is in the April 11 edition of the Troubled Company
Reporter.


MYLER CHURCH: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Myler Church Building Systems of the Midwest, Inc.
        970 North Englewood Drive
        Crawfordsville, IN 47933

Bankruptcy Case No.: 11-04379

Chapter 11 Petition Date: April 12, 2011

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Jason S. Bartell, Esq.
                  BARTELL, BARICKMAN & POWELL, LLP
                  2919 Crossing Court, Suite 10
                  Champaign, IL 61822
                  Tel: (217) 352-5900
                  Fax: (217) 352-0182
                  E-mail: jbartell@bbplaw.com

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

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 Earl O. Myler, president.


NEIGHBORS INVESTMENTS: Case Summary & 15 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Neighbors Investments, Inc.
        P.O. Box 505
        Stilwell, KS 66085

Bankruptcy Case No.: 11-21022

Chapter 11 Petition Date: April 13, 2011

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: Erlene W. Krigel, Esq.
                  KRIGEL & KRIGEL
                  4550 Belleview
                  Kansas City, MO 64111
                  Tel: (816) 756-5800
                  E-mail: ekrigel@krigelandkrigel.com

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

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ksb11-21022.pdf

The petition was signed by Mark S. Neighbors, president.

Affiliates that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Mark and Shelly Neighbors              11-____    04/11/11


NEW JERSEY MOTORSPORTS: Has Final Cash-Use Approval
---------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
New Jersey Motorsports Park was given final authority on April 12
to use cash representing collateral for the secured lender Merrill
Lynch Mortgage Capital Inc.

Mr. Rochelle notes that the financing requires the track to win
confirmation of its Chapter 11 plan by about the end of July.
An auction is to be held testing whether there is a better offer.
The financing agreement allows Merrill Lynch to bid the debt at
auction rather than cash.  The term sheet calls for a minimum cash
bid of $22.75 million, with $20.5 million to go to Merrill.

According to Mr. Rochelle, under the plan, Merrill Lynch, owed
$30.4 million, would receive $20 million in new secured notes plus
19.9% of the equity.  Terms of the plan were agreed to before the
Chapter 11 filing.  The remainder of the equity would go to some
of the current owners in return for a $2 million cash investment.
From the cash, $368,000 would be used to pay unsecured claims.
Merrill wouldn't share in the pot because of its deficiency claim.

                   About New Jersey Motorsports

Millville, New Jersey-based New Jersey Motorsports Park, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case
No. 11-16752) on March 7, 2011.  Nella M. Bloom, Esq., at Cohen
Seglias Pallas Greenhall & Furman, PC, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at $100,001
to $500,000 and debts at $10 million to $50 million.

Affiliates New Jersey Motorsports Park Operating Company, LLC
(Bankr. D. N.J. Case No. 11-16772), New Jersey Motorsports Park
Development Association (Bankr. D. N.J. Case No. 11-16776), and
New Jersey Motorsports Park Urban Renewal, LLC (Bankr. D. N.J.
Case No. 11-16778) filed separate Chapter 11 petitions on
March 7, 2011.


NEW STREAM: Sets Aside April 25 Plan Hearing Due to Objections
--------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
New Stream Capital LLC backed off from an effort to seek approval
for its prepackaged reorganization plan at a confirmation hearing
that had been set for April 25.  Facing opposition from the
official creditors' committee and a group that invested $90
million in New Stream's U.S. and Cayman Island funds, New Stream
put off the confirmation hearing until a date to be determined,
Nicholas Kajon, a lawyer in New York with Stevens & Lee PC, said
in an interview.

Mr. Kajon, who represents the U.S. and Cayman fund objectors, said
the disclosure materials were "woefully inadequate or false." Had
New Stream tried to go ahead with the confirmation hearing, he
predicted that "at the very least they would be required to amend
the disclosure statement and resolicit" votes on the plan.

The next confrontation between New Stream and the U.S. and Cayman
investors will take place in bankruptcy court on April 25.  That
is the new hearing date for final approval of financing and sale
of the portfolio of life insurance policies. The investor group is
opposing both.

                       The Chapter 11 Plan

As reported in the Troubled Company Reporter on March 16, 2011,
before seeking bankruptcy protection, New Stream negotiated a plan
of reorganization with creditors.  The prepackaged plan was
"overwhelmingly approved" by investors, the Company said.

To meet the timeline in a Plan Support Agreement and the post-
petition financing, the hearing to consider confirmation must take
place not later than May 12, 2011.

Over the last eight years, NSSC has invested primarily by making
loans and equity investments.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  This debt is
divided into two tranches.  The secured claims of the NSSC Bermuda
Lenders, in the approximate amount of $369,066,322, have first
priority over the secured claims of the Cayman Fund and US Fund,
which are parri passu; the claims of the Cayman Fund and US Fund
aggregate $319,346,652.

NSI is indebted to certain segregated account classes of the
Bermuda Fund for $81,573,376.

The Plan is predicated on a rapidly executed sale of NSI's
portfolio of life settlement contracts on the terms set forth in
the asset purchase agreement with MIO Partners, Inc., an affiliate
of several investors in the US Fund and Cayman Funds.  MIO has
designated Limited Life Assets Master Limited and Limited Life
Assets Holdings Limited as the purchasers.

The Plan provides for both the implementation of this asset sale
and the allocation of the net proceeds among the Debtors' secured
creditors.

The Plan provided for the sale of the NSI Insurance Portfolio
either pursuant to a "Consensual Process" or a "Cramdown Process".
However, since Class 3 has voted to accept the Plan, the sale will
take place pursuant to the Consensual Process and the Debtors do
not presently intend to seek approval of the Insurance Portfolio
Sale pursuant to Section 363 of the Bankruptcy Code prior to
seeking confirmation of the Plan.

The Plan provides this treatment to creditors:

    -- NSI Bermuda Lenders under Class 1, owed $81,573,376, which
       have voted to accept the plan, will receive less than the
       full amount owed.  Payment will be from the net proceeds of
       the Insurance Portfolio Sale

    -- NSSC Bermuda Lenders under Class 2, owed $396,066,322,
       which hold a first lien on the investment portfolio of
       NSSC, will (1) receive will receive a distribution from the
       remaining proceeds of the Insurance Portfolio Sale and (2)
       substantially all of the remainder of NSSC's assets, except
       for certain assets that are being released for the benefit
       of the Class 3 Claims.  They voted in favor the Plan.

    -- All holders of US-Cayman Claims, under Class 3, in the
       aggregate amount of $319,346,653, will each receive a
       percentage share of periodic distributions of the net
       proceeds from the liquidation of the common stock of North
       Star Financial Services Limited and specific assets and
       certain real estate and commercial loans (collectively
       identified as USC Wind Down Assets).  In addition, holders
       of Class 3 Claims who voted to accept the Plan, and thereby
       grant the third-party releases, will be entitled to receive
       a cash payment from the Global Settlement Fund upon the
       Plan's Effective Date.  Under the Global Settlement, the
       Purchaser and Creditors in Classes 1 and 2, in exchange for
       the "yes" vote and the third-party releases, have agreed to
       provide funding for cash payments (expected to aggregate
       $15 million) to Class 3 claimants.

    -- Holders of general unsecured claims against NSI and NSCI,
       under Classes 4(a) and (d), will be paid in full and are
       not impaired under the Plan.  Each holder of allowed
       general unsecured claim against NSC, in Class 4(c), will
       share, on a pro rata basis, in a cash distribution of.
       Holders of general unsecured claims against NSSC, in Class
       4(b), will not receive any distribution or retain any
       property on account of such Claims and pursuant to
       Bankruptcy Code Sec. 1126(g), the Class is deemed not to
       have accepted the Plan.

    -- Holders of the Class 5(a) Interests in NSI that are
       currently held by NSSC will continue to be held by NSSC and
       the Class 5(d) Interests in NSCI that are currently held by
       the Cayman Funds will continue to be held by the Cayman
       Funds.  Class 5(b) Interests in NSSC and Class 5(c)
       Interests in NSC will be extinguished and the Holders of
       Interests in Class 5(b) and Class 5(a) shall not receive or
       retain any property on account of such Interests.

Each holder of a claim in Classes 1, 2, 3 and 4(c) was entitled to
vote either to accept or reject the Plan

A copy of the Plan is available for free at:

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

A copy of the Disclosure Statement explaining the terms of the
Plan is available for free at:

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

                        About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.


NO FEAR: U.S. Trustee Forms Creditors Committee for No Fear MX
--------------------------------------------------------------
Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.

The members of the Committee are:

  a) J2 LLC
     Post Office Box 130040
     Carlsbad, CA 92013
     Attention: Jeff Surwall
     Tel: 909-286-8696
     Email: surwall@tyahoo.com

  b) Mage Design, LLC
     2922 Pico Boulevard
     Santa Monica, CA 90405
     Attention: Josh Kritman
     Tel: 310-450-3003
     Fax: 310-450-3232
     Email: josh@snrgy.net

  c) Silver Triangle Industries
     11211 Sorrento Valley Road
     Suite I
     San Diego, CA 92121
     Attention: Jorge Navarro
     Tel: 858-646-7626
     Fax: 858-646-7628
     Email: silverind@aol.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                       About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.


NO FEAR: Gets Interim Nod to Use Cash Collateral Until May 22
-------------------------------------------------------------
No Fear Retail Stores, Inc., sought and obtained another interim
authorization from the Hon. Margaret M. Mann of the U.S.
Bankruptcy Court for the Southern District of California to use
cash collateral through May 22, 2011.

As reported by the Troubled Company Reporter on March 7, 2011,
Judge Mann authorized No Fear Retail Stores to use the cash
collateral of Credit Cash NJ, LLC -- which asserts a first
priority lien on the Debtor's assets -- until April 18, 2011, to
fund its Chapter 11 case, pay suppliers, and other parties,
pursuant to a weekly budget.  As of the Petition Date, Credit Cash
asserts a claim against the Debtor in the approximate amount of
$1,129,038.  Credit Cash's asserted interest in cash collateral is
adequately protected by a substantial equity cushion, which alone
provides Credit Cash adequate protection.
The Court ruled that pending a final hearing on the request, the
Debtor need not make any payments to Credit Cash.  Credit Cash is
prohibited from asserting control over or sweeping the Debtor's
bank accounts and transferring in any manner any funds therein,
except as directed by the Debtor.

The Court rescheduled the final cash collateral hearing to April
18, 2011, at 10:00 a.m.

                       About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.


NORTEL NETWORKS: BlackBerry Maker May Bid vs. Google for Patents
----------------------------------------------------------------
BlackBerry maker Research in Motion Ltd. may top the $900 million
cash bid from Google Inc. to buy the remaining 6,000 U.S. and
foreign patents and patent applications owned by Nortel Networks
Inc., Bill Rochelle, Bloomberg News' bankruptcy columnist,
reports, citing two people familiar with the plans.

As reported in the April 6, 2011 edition of the Troubled Company
Reporter, Nortel Networks has entered into a stalking horse asset
sale agreement with Google Inc. for the sale of all of Nortel's
remaining patents and patent applications.  The extensive patent
portfolio touches nearly every aspect of telecommunications and
additional markets as well, including Internet search and social
networking.

Nortel Networks is asking approval from U.S. Bankruptcy Court for
a sale process where Google will the stalking horse bidder for its
patents.

The Debtors scheduled an auction for 9:00 a.m. (ET) on June 20,
2011, at the offices of Cleary Gottlieb Steen & Hamilton LLP
located at One Liberty Plaza, in New York.

The Debtors propose a hearing on the asset sale by May 2, 2011, at
10:00 a.m.   Objections, if any, were due April 18, at 4:00 p.m.

In the event Google is outbid at the auction, the Debtors have
agreed to pay Google an aggregate fee of $25,000,000, which break-
up fee is equal to approximately 2.8% of the estimated aggregate
purchase price.  The sellers also agreed to pay the stalking horse
purchaser's reasonable and documented out-of-pocket costs and
expenses of up to $4,000,000 in the aggregate.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


PENDLETON APARTMENTS: To Seek Approval of Liquidating Plan Friday
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved a first amended disclosure statement explaining Pendleton
Apartments, Ltd.'s First Amended Plan of Liquidation on March 30,
2011.

The Chapter 11 Trustee, Frank R. Monroe, delivered to the Court a
Plan of Liquidation and accompanying disclosure statement on March
3, 2011.  A hearing to consider the adequacy of the information
contained in the Disclosure Statement was held on March 22, on
which date a First Amended Disclosure Statement and First Amended
Plan of Liquidation were also filed.

Chief United States Bankruptcy Judge Marvin Isgur set April 22,
2011, 10: 00 a.m., as the hearing to consider confirmation of the
Trustee's First Amended Plan.  Parties have until April 20, to
file written acceptances or rejections to the Trustee's First
Amended Plan.

The Liquidation Plan provides, among other things, that the
Trustee will sell a property -- The Park Hudson Place Apartments -
- for the highest price obtainable, and recover all amounts paid
to limited partner, HHS Partners, LLC, within one year of the
Petition Date, either from it, or its mediate and immediate
transferees.  According to the Plan, the Trustee will sell the
Property to Alamo Manhattan, LLC for $20,425,000.  However, the
Trustee will accept higher and better offers from qualified
bidders if made prior to the time set by the Court for voting on
the Trustee's Plan.  Any offer received after the deadline will
not be considered unless the Trustee, in his sole discretion so
elects.

Competing bids in compliance with the requirements set forth in
the Trustee's First Amended Plan of Liquidation must be received
by the Trustee no later than April 20, 2011.

The Trustee will also file an adversary proceeding against HHS
Partners LLC seeking recovery of (a) $490,664.56 which was
upstreamed from the Debtor to HHS in the year prior to the
Petition Date, and (b) $60,712.35 which was upstreamed to HHS
within the year prior to bankruptcy and which brought the negative
capital account of HHS from a negative balance to a zero balance.
The total amount to be sought from HHS and its mediate or
immediate transferees is $551,376.91.

A full-text copy of the Debtor's First Amended Disclosure
Statement may be accessed for free at:

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

                      About Pendleton Apartments

Houston, Texas-based Pendleton Apartments Ltd. filed for Chapter
11 bankruptcy protection on July 2, 2010 (Bankr. S.D. Tex. Case
No. 10-35530).  Kimberly Anne Bartley, Esq., at Waldron &
Schneider, LLP, assists the Company in its restructuring effort.
The Company disclosed $21,538,928 in assets and $20,445,946 in
liabilities.


PJ FINANCE: U.S. Trustee Adds Two Members to Creditors Committee
----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, amended the
appointment of the official committee of unsecured creditors in
the Chapter 11 cases of PJ Finance Company, LLC, et al.  The
amendment reflects the addition of these creditors to the
Committee as of March 24, 2011: (1) One Call Sourcing
International LLC dba Aimsco/MRO; and (2) Nature's Paintbrush.

The Creditors Committee now consist of members are:

1. Quantum Asset Development, Inc.
   Attn: Michael Comar
   4225 Lake Forest Dr.
   Kalamazoo, MI 49008
   Tel: (269) 929-7686
   Fax: (317) 663-2088

2. Alliance Tax Advisors, LLC
   Attn: Tony Comparin
   433 E. Las Colinas Blvd., Suite 980
   Irving, TX 75039
   Tel: (214) 496-9800
   Fax: (214) 496-9801

3. Genie Services, Inc.
   Attn: Nicholas Eancheff
   2010 W. Parkside Lane, No. 140
   Phoenix, AZ, 85027
   Tel: (623) 582-6111
   Fax: (623) 582-6116

4. Richmond & Associates Landscaping, Ltd.
   Attn: James Richmond
   11359 Kline Dr.
   Dallas, TX 75229
   Tel: (972) 488-4769
   Fax: (972) 488-8999

5. Texmenian Contractors Inc.
   dba Red Carpet Cleaning
   Attn: Alberto Carrizal
   P.O. Box 892
   Colleyville, TX 76034
   Tel: (817) 825-1393
   Fax: (817) 633-4087

6. One Call Sourcing International LLC
   dba Aimsco/MRO
   Attn: Tim Grout
   2399 Midway Rd.
   Carrollton, TX 75006
   Tel: (972) 818-1065
   Fax: (972) 818-1069

7. Nature's Paintbrush
   Attn: Michael Gossett
   3153 Spur Trail
   Dallas, TX 75234
   Tel: (214) 287-6457
   Fax: (972) 243-4502

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                        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.  Edwards Angell
Palmer & Dodge LLP serves as the Debtor's local Delaware 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.


POTTERS HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to Malvern, Pa.-based Potters Holdings II
L.P.  The outlook is stable.

"At the same time, we assigned preliminary 'B' issue-level ratings
(same as the corporate credit rating) to Potters' proposed
$190 million first-lien facilities consisting of a $40 million
revolving credit facility due 2016 (undrawn at close) and a
$150 million term loan B due 2017.  We assigned preliminary '3'
recovery ratings to these facilities, which indicates our
expectation of meaningful recovery (50% to 70%) in the event of a
payment default.  We also assigned a preliminary 'CCC+' issue-
level rating (two notches below the corporate credit rating) and a
preliminary '6' recovery rating to the proposed $112.5 million
second-lien term loan due 2017, indicating our expectation of
negligible recovery (0% to 10%) in the event of a payment default.
The ratings are based on preliminary terms and conditions," S&P
related

Potters is currently a wholly owned subsidiary of PQ Corp., which
is seeking the separation financing.  Proceeds from the debt
issuance will be used to pay down approximately $245 million of
first-lien debt under PQ's credit facility, with the balance for
expenses and a small amount of balance sheet cash.  After
the close of the transaction, Potters will be an unrestricted
subsidiary that is 100% owned by PQ.  There is no change in equity
ownership in this transaction, and The Carlyle Group will remain
the majority owner of both companies (INEOS Group will continue to
hold a large part of the remainder, with the balance held by
management).

"The ratings on Potters reflect the company's very aggressive
financial policies, a highly leveraged capital structure with
adjusted debt to EBITDA of about 5.5x at close, and its business
position as a producer of glass beads for various industrial
applications," said Standard & Poor's credit analyst Ket Gondha.
"The ratings also reflect the company's status as a newly
independent entity and the challenges associated with establishing
independent management functions.  We characterize the business
profile as weak and the financial profile as highly leveraged."

With revenues above $275 million, Potters is a global producer of
solid and hollow glass spheres for use in highway safety and in
applications for polymer additives, metal finishing, and
conductive materials.

The outlook is stable.  "We expect end market demand to support
the company over the next few years.  Nonetheless, leverage is
high, and we expect significant deleveraging will primarily occur
through earnings growth, leaving limited flexibility in the event
of a decline in profitability.  We could lower the rating if
liquidity declines or leverage increases, either through a
financial policy action or erosion in earnings, such that adjusted
debt to EBITDA approaches 6x or FFO to total adjusted debt remains
below 10%.  This could occur if sales remain flat and adjusted
operating margins decline below 18%.  We could also lower the
ratings if default prospects at the parent increase.  Given the
financial policies of the ownership and the ratings of PQ, it is
unlikely we would raise the ratings on Potters in the near term,"
S&P added.


PREMIER GOLF: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Premier Golf Missouri, LLC
        10310 North Olive Avenue
        Kansas City, MO 64155

Bankruptcy Case No.: 11-41669

Chapter 11 Petition Date: April 12, 2011

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Dennis R. Dow

Debtor's Counsel: Donald G. Scott, Esq.
                  MCDOWELL RICE SMITH & BUCHANAN
                  605 W. 47th St., Suite 350
                  Kansas City, MO 64112
                  Tel: (816) 753-5400
                  Fax: (816) 753-9996
                  E-mail: dscott@mcdowellrice.com

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 Jon Vodehnal, general manager.


RADIO SYSTEMS: S&P Outlook Now Negative as EBITDA Cushion Drops
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Knoxville, Tenn.-based Radio Systems Corp. (RSC) to negative from
stable.  "At the same time, we affirmed all our ratings on the
company, including the 'B' corporate credit rating," S&P noted.

"In addition, we affirmed the 'B+' issue rating on the company's
senior secured credit facility.  The recovery rating remains '2',
indicating our expectations of substantial (70%-90%) recovery in
the event of a payment default," S&P continued.

"The outlook revision reflects our view that EBITDA cushion on
RSC's leverage covenant for the senior secured credit facility has
declined below 10%," said Standard & Poor's credit analyst
Stephanie Harter, "and our expectation that covenant cushion
could decline further."  "We had previously expected total
leverage covenant cushion levels of greater than 10% through
2011. We believe that, amid continued soft consumer spending and
possible inflationary cost pressures, covenant cushion levels
could tighten further.  About $243 million of total debt was
outstanding at RSC at Dec. 31, 2010, (The debt calculation takes
into account Standard & Poor's standard debt adjustments in
addition to a put option held by investor TSG on its equity
interests, which we have treated as debt.)," S&P explained.


RANCHO PALMIRA: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rancho Palmira, LLC
        6525 E. Dixileta Dr.
        Cave Creek, AZ 85331

Bankruptcy Case No.: 11-10682

Chapter 11 Petition Date: April 15, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Brenda K. Martin, Esq.
                  OSBORN MALEDON, PA
                  The Phoenix Plaza
                  2929 N. Central Ave., Suite 2100
                  Phoenix, AZ 85012-2794
                  Tel: (602) 640-9346
                  Fax: (602) 664-2043
                  E-mail: bmartin@omlaw.com

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

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-10682.pdf

The petition was signed by Glenn E. Hibbs, manager.


RTL-WESTCAN: DBRS Confirms 'B' Issuer Rating
--------------------------------------------
DBRS has confirmed the Issuer Rating of RTL-Westcan Limited
Partnership (RTL-Westcan or the Company) at B (high) but has
changed the trend to Negative from Stable.  The trend change
reflects a much weaker than expected operating performance and
debt coverage metrics in fiscal 2010 (year ending October 31) and
the uncertainty of a full recovery in the near term.  Pursuant to
DBRS's leveraged finance rating methodology, DBRS has also
confirmed the recovery rating of RR3 and an associated BB (low)
rating of the Company's Senior Secured Debt.  The trend on the
Senior Secured Debt has also been changed to Negative from Stable.

On April 7, 2010, RTL-Westcan completed the acquisition, funded
with cash and stock, of all the assets and liabilities of ECL
Transportation Ltd (ECL) for about $11.8 million.  The acquisition
has made RTL-Westcan the leader in propane hauling and further
solidified its strong position in the bulk commodity hauling
market in western Canada.  With a stronger market position, DBRS
had expected a higher EBITDA in F2010.  However, operating results
at the hauling division, RTL-Westcan's largest business, did not
perform as expected.  The hauling division reported a more than
10% decline in EBITDA on a year-over-year basis, impacted by
integration issues and some negative market developments.
Increased labour costs associated with higher than expected
turnover in former ECL drivers and lower freight volume and weight
loads due to adverse weather conditions were the key contributors
to the decline.  Weaker results at the hauling division led the
Company to report a loss (before non-recurring items) in F2010.

Near term, the Company could benefit from some positive market
developments.  Ongoing strong demand for commodities from Asia is
expected to support good economic growth in the western provinces,
translating into more business for the Company's customers and
consequently more hauling trips.  In addition, the restart of
construction projects postponed by poor weather in the prior year
should also add to revenue.  The Company is also on track to
realize synergies from the acquisition of ECL.  However, there are
still significant headwinds facing the Company.  Even though the
Company has taken actions to address driver turnover, there is
uncertainty over whether RTL-Westcan has the capacity to take
advantage of the increasing demand.  The availability of drivers
remains tight in western Canadian.  In addition, revenue from
postponed projects is still vulnerable to weather conditions and
may not materialize.  Hence, it is uncertain that the Company will
be profitable in F2011.

DBRS had expected the Company's debt coverage metrics to remain
relatively stable in F2010 with stronger operating results
mitigating the impact of higher debt levels associated with the
acquisition of ECL.  However, all debt coverage metrics were much
weaker than expected due to lower operating results.  The
Company's financial risk profile is aggressive for the current
rating.  Even though DBRS believes that the Company's operating
results are likely to show improvement, it is uncertain that the
Company can overcome the headwinds and restore the credit metrics.
The trend would likely be changed to Stable if the Company is able
to restore profitability and credit metrics to more acceptable
prior levels over the course of F2011 and demonstrate that the
type of unexpected performance witnessed in F2010 will not easily
reoccur.  Failure to achieve such would likely lead to a downgrade
to the ratings.


SAGEWOOD LLC: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sagewood LLC
        P.O. Box 1288
        Driggs, ID 83422

Bankruptcy Case No.: 11-40542

Chapter 11 Petition Date: April 14, 2011

Court: United States Bankruptcy Court
       District of Idaho (Pocatello)

Judge: Jim D. Pappas

Debtor's Counsel: Craig R. Jorgensen, Esq.
                  P.O. Box 4904
                  Pocatello, ID 83205-4904
                  Tel: (208) 237-4100
                  Fax: (208) 237-1706
                  E-mail: biggunlaw@cableone.net

Scheduled Assets: $375,000

Scheduled Debts: $2,262,328

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/idb11-40542.pdf

The petition was signed by Peter M. Estay, managing member.


SECURITY TITLE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Security Title Corporation
        1164 Bishop Street, Suite 1609
        Honolulu, HI 96813

Bankruptcy Case No.: 11-01039

Chapter 11 Petition Date: April 13, 2011

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: James N. Duca, Esq.
                  LYONS BRANDT COOK & HIRAMATSU
                  841 Bishop Street, Suite 1800
                  Honolulu, HI 96813
                  Tel: (808) 524-7030
                  Fax: (808) 533-3011
                  E-mail: jduca@lbchlaw.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/hib11-01039.pdf

The petition was signed by David Palk, president.


SENSUS METERING: Moody's Gives Stable Outlook With Refinancing
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family and
probability of default ratings of Sensus USA Inc. and changed the
ratings outlook to stable from negative in anticipation that
Sensus' proposed refinancing of its debt will be successfully
completed and alleviate our prior concerns over the adequacy of
its liquidity position.  In conjunction with the outlook change,
Moody's assigned Ba3 first lien senior secured ratings to the
proposed new $100 million revolving credit facilities of Sensus
and its subsidiary, Sensus Metering Systems (Luxco 2) S.a.r.l.,
and Ba3 and B3 ratings, respectively, to Sensus' proposed new
$375 million first lien and $200 million second lien senior
secured term loans.  Net proceeds will be used to refinance
essentially all of Sensus' existing debt ($450 million), prefund
future earnout payments ($45 million) and return cash to
shareholders ($50 million).  The existing debt ratings for Sensus
and Luxco (consisting of Ba2 senior secured and B3 senior
subordinate) will be withdrawn when the proposed transaction
closes.

Ratings Rationale

Sensus' B2 corporate family rating is constrained by its modest
scale, significant financial leverage (that has increased as a
result of the proposed transaction) and vulnerability to the
spending cycles of utilities for their metering replacement and
upgrade requirements.  Sensus, however, benefits from its leading
market position for water meters globally for which customer
concentration is limited and spending has proven relatively
resilient despite funding constraints from the largely municipal
government customer base.  As well, Sensus has demonstrated strong
momentum in the deployment of Advanced Metering Infrastructure
solutions (smart meters) currently being adopted, primarily by
electric utilities in North America.  Notably, Sensus is a
relatively new entrant to this market but has taken meaningful
market share.  Looking forward, the rating reflects our view that
the pace of new AMI awards may slow as benefits from stimulus
initiatives wane while competitive pressures and rising input
costs may weigh on margins.  Nonetheless, Sensus' order backlog
has been rising and Moody's expects modest earnings growth and
free cash flow applied to debt reduction should reduce leverage
towards 5.5x over the next 12-18 months.

Upward rating action could develop should Sensus maintain an
adequate liquidity profile and improve adjusted leverage below 5x
and free cash flow-to-debt above 5%.  Downward rating action could
occur if Sensus' adjusted leverage were unlikely to fall below 6x
and its free cash flow remained negative through fiscal 2012, or
should liquidity challenges reoccur.

Please see ratings tab on the issuer/entity page on Moodys.comfor
the last Credit Rating Action and the rating history.

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

Headquartered in Raleigh, North Carolina, Sensus USA Inc. is
a leading provider of metering and related communication systems
to electric, gas and water utilities globally. Revenue for the
last twelve months ended Dec. 31, 2010 was approximately
$865 million.


SHILO INN: Case Summary & Creditors' Lists
------------------------------------------
Debtor: Shilo Inn, Palm Springs, LLC
        1875 N Palm Canyon Dr
        Palm Springs, CA 92262-2913

Bankruptcy Case No.: 11-22229

Chapter 11 Petition Date: April 13, 2011

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

Judge: Meredith A. Jury

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Blvd Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbrb.com

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

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

Affiliate that filed Chapter 11 petition on April 14, 2011:

   Debtor                              Case No.
   ------                              --------
Shilo Inn, Pomona Hilltop, LLC         11-26270
  Assets: $1,000,001 to $10,000,000
Debts: $1,000,001 to $10,000,000

Affiliates that previously filed Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Shilo Inn, Diamond Bar, LLC            10-60884   11/29/10
Shilo Inn, Kileen, LLC                 10-62057   12/06/10

A list of Shilo Inn, Palm Springs' 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb11-22229.pdf

A list of Shilo Inn, Pomona's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-26270.pdf

The petitions were signed by Christopher Campbell, authorized
agent.


SOON JOO: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Soon Joo Kim Trust
        3210 Chino Avenue
        Chino Hills, CA 91709

Bankruptcy Case No.: 11-22336

Chapter 11 Petition Date: April 14, 2011

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

Judge: Deborah J. Saltzman

Debtor's Counsel: Robert K. Lee, Esq.
                  LAW OFFICES OF ROBERT K. LEE
                  3435 Wilshire Blvd,. Suite 1035
                  Los Angeles, CA 90010
                  Tel: (888) 777-0839
                  Fax: (888) 777-0849
                  E-mail: admin@robertklee.com

Scheduled Assets: $4,960,100

Scheduled Debts: $2,700,000

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-22336.pdf

The petition was signed by Soon Joo Kim, trustee.

Affiliate that previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
The KSJK Family Limited Partnership    10-64069   12/20/10


SOUTH BAY EXPRESSWAY: Court to Confirm Reorganization Plan
----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
South Bay Expressway LP secured the commitment of the bankruptcy
judge to approve the Chapter 11 plan at the April 14 confirmation
hearing.  Court records say the plan will be confirmed when
specified changes are made.

Mr. Rochelle reported last month that under the Plan:

    * Senior secured debt will be reduced from $535 million to
      $288 million for distribution under the plan.

    * There is to be no distribution to unsecured creditors with
      more than $600 million in claims, except for those who
      reduce their claims to $25,000.

    * Secured term-loan lenders with $363 million in debt are
      treated as having a $210 million secured claim and a
      $153 million unsecured deficiency claim. On account of the
      secured debt, they are to share the new secured loan and
      receive 68% of the new equity.  The recovery for the term-
      loan lenders is estimated at 57.8%.

    * The U.S. Transportation Department, owed $172 million, will
      share the new secured debt and receive 32% of the new
      equity, for an estimated recovery of 57.8% on the secured
      claim.  The department's secured claim is $72.6 million
      under the plan. The remainder, $99.4 million, is an
      unsecured claim.

According to Mr. Rochelle, the disclosure statement says the
equity value of the reorganized toll road is $21 million.

                   About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 (Bankr. S.D. Calif. Case No. 10-04516) on March 22,
2010.  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.


SPANISH BROADCASTING: Receives NASDAQ Staff Determination
---------------------------------------------------------
Spanish Broadcasting System, Inc., announced on April 12, 2011, it
received written notification from The Nasdaq Stock Market LLC
that, based upon the Company's failure to regain compliance with
the $1.00 per share minimum bid price requirement set forth in
NASDAQ Listing Rule 5450(a)(1) by April 11, 2011, the Company's
common stock is subject to delisting at the opening of business on
April 20, 2011, unless the Company requests a hearing before a
NASDAQ Hearings Panel on or before 4:00 p.m. Eastern Time on April
19, 2011.  The Company intends to request such a hearing, which
will stay any action with respect to the Staff Determination until
the NASDAQ Hearings Panel renders a decision subsequent to the
hearing.  However, there can be no assurance that NASDAQ will
grant the Company's request for continued listing.

As initially announced on Oct. 12, 2010, the Company received a
written deficiency notice from NASDAQ, advising us that the
closing bid price of our Class A common stock for the previous 30
consecutive business days had been below the minimum $1.00 per
share required for continued listing on the NASDAQ Global Market
pursuant to the Rule.  The Notice also stated that, in accordance
with NASDAQ Listing Rule 5810(c)(3)(A), SBS would be provided 180
calendar days, or until April 11, 2011, to regain compliance with
the Rule.  To regain compliance, the closing bid price of our
common stock had to remain at or above $1.00 per share for a
minimum of 10 consecutive business days prior to the market close
on April 11, 2011.  The Company did not regain compliance with the
$1.00 minimum bid price requirement by April 11, 2011.

                      About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.

The Company reported net income of $15.04 million on $136.12
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $13.78 million on $139.39 million of net
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$474.82 million in total assets, $430.98 million in total
liabilities, $92.35 million in 10 3/4% Series B cumulative
exchangeable redeemable preferred stock, and $48.51 million in
total stockholders' deficit.


ST. AUGUSTINE: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: St. Augustine Self Storage, Inc.
        5 Willard Drive
        Saint Augustine, FL 32086

Bankruptcy Case No.: 11-02766

Chapter 11 Petition Date: April 15, 2011

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

Debtor's Counsel: Brett A Mearkle, Esq.
                  LAW OFFICE OF BRETT A. MEARKLE
                  8777 San Jose Blvd., Suite 801
                  Jacksonville, FL 32217
                  Tel: (904) 352-1342
                  Fax: (904) 352-1814
                  E-mail: bmearkle@mearklelaw.com

Scheduled Assets: $1,189,590

Scheduled Debts: $1,211,552

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-02766.pdf

The petition was signed by William R. Tinnerman, president.


SUNNYBROOK FARMS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sunnybrook Farms, LLC
        dba Chez Cirque
        7600 Landmark Way, A-101
        Greenwood Village, CO 80111

Bankruptcy Case No.: 11-18381

Chapter 11 Petition Date: April 14, 2011

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

Judge: A. Bruce Campbell

Debtor's Counsel: James R. Chadderdon, Esq.
                  JAMES R. CHADDERDON, P.C.
                  128 S. Tejon, Suite 310
                  Colorado Springs, CO 80903
                  Tel: (719) 444-0422
                  E-mail: jchadderdon@qwestoffice.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cob11-18381.pdf

The petition was signed by James Calanni, sole member.


TARDY-CONNORS GROUP: Bank Puts Monson Plant for May 5 Auction
-------------------------------------------------------------
Diana Bowley at the Bangor Daily News reports that Machias Savings
Bank placed former Moosehead Manufacturing Co. plant in Monson,
Maine up for auction, which will be held on May 5, 2011, at 1:00
p.m., at the plant.

The Bangor Daily News recounts that the company has had a bumpy
ride since 2007, when the long-term owners of Moosehead
Manufacturing Co. announced they would close the Monson and Dover-
Foxcroft plants because of the difficulty in competing against
inexpensive foreign imports.  Not long after that announcement,
Josh Tardy, a lawyer and then Republican leader of the Maine House
of Representatives; Dana Connors, president of the Maine State
Chamber of Commerce and former Department of Transportation
commissioner; and Rhode Island financier Ed Skovron purchased the
Monson property and renamed the business Moosehead Furniture Co.

According to the Bangor Daily News, months later, however, the new
owners found they did not have the capital to weather the poor
economy.  The plant closed again.  Just minutes before an auction
was to held to liquidate the assets, Tardy and Connors filed
Chapter 11 bankruptcy proceedings and began working with the
Passamaquoddy Indian Tribe, which had expressed an interest.  When
the tribe decided not to purchase the business, it was again
scheduled for auction by Machias Savings Bank, the mortgage
holder.

At the most recent auction last August, Louise Jonaitis of
Portland submitted the winning bid of $1,050,000 for the property
and equipment.  When she learned there were some environmental
questions involving the property, she renegotiated with the bank
and purchased only the furniture and equipment, all of which was
removed from the property.

Tardy-Connors Group, LLC, doing business as Moosehead Furniture
Company, filed a Chapter 11 bankruptcy petition (Bankr. D. Maine
Case No. 10-10060) in Bangor on Jan. 21, 2010.  Joshua R. Dow,
Esq., at Pearce & Dow, LLC, in Portland, Maine, serves as counsel
to the Debtor.  The Debtor estimated assets and debts of
$1,000,001 to $10,000,000 as of the Chapter 11 filing.


TAVERN ON THE GREEN: Trademark License Ownership Settled
--------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Tavern on the Green LP and the city of New York settled their
lawsuit over ownership of Tavern on the Green trademark rights.
The city retains the name throughout New York, New Jersey,
Connecticut and parts of Pennsylvania.  The bankruptcy trustee for
Tavern on the Green can sell the right to use the name elsewhere
and on certain products.  The bankruptcy trustee must sell the
right to use the name outside the New York area within nine months
for not less than $500,000.  Proceeds from the sale will first go
to the secured creditor until TD Bank NA's claim is paid in full.
The excess, if any, will be split with 75% retained by the trustee
and 25% going to New York City.

                     About Tavern on the Green

Tavern on the Green LP was the operator of the 75-year-old
restaurant in New York's Central Park.  Tavern on the Green was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.  The
Company filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 09-15450)
on Sept. 9, 2009, estimating up to $50 million each in assets and
debts. The restaurant closed New Year's Eve 2010.

New York City -- the Tavern's landlord -- and the Debtor both
claimed ownership of the "Tavern on the Green" trademark.

In March 2010, the city of New York City won the right to the
trade name.  Following the trademark ruling, the bankruptcy judge
converted the case to Chapter 7.  Jil Mazer-Marino, appointed
Chapter 7 trustee, appealed the ruling.  The parties put the
appeal on ice while they negotiated settlement.


TEXAS COMPETITIVE: Fitch Puts 'B+/RR1' Rating on New Notes
----------------------------------------------------------
Fitch Ratings assigns a rating of 'B+/RR1' to the issuance of up
to $1.725 billion of new senior secured, first lien notes due 2020
by Texas Competitive Electric Holdings Company LLC (TCEH) and TCEH
Finance, Inc, (together with TCEH, the issuer).  The new notes
will be secured on a first-priority basis by security interests in
all of the assets of the issuer, and the guarantees will be
secured on a first-priority basis by all assets and the equity
interests of the guarantors.  The notes will rank equally with the
senior secured credit facility of TCEH.  The cash proceeds from
the issuance will be used to pay down a portion of TCEH's senior
secured credit facilities at par and to fund in part the fees
associated with the amend and extend offer.

Fitch also affirms the 'CCC' Issuer Default Ratings (IDR) of TCEH,
Energy Future Holdings Corp. (EFH), Energy Future Competitive
Holdings Company (EFCH) and Energy Future Intermediate Holding
Company LLC (EFIH) and revised the Outlook for these entities to
Stable from Negative.  The IDR and Outlook of EFH are linked with
those of TCEH, since TCEH drives a significant share of EFH's
total EBITDA and cash flow, and there are substantial intercompany
loans and other rating linkages.

The revision in the Rating Outlook to Stable from Negative is
driven by TCEH's success in securing amendments and extensions to
its bank facilities reducing the probability of default over the
near term. It also indicates the willingness of the current lender
group to work with TCEH.  In Fitch's opinion, liquidity over the
next 12-24 months will be adequate and supported by the
significant in-the-money natural gas hedges, credit facilities
and cash on hand.  There are no significant debt maturities until
October 2013.  The covenant relief secured under the amendments
provides sufficient headroom under TCEH's Secured Debt-to-EBITDA
maintenance covenant and reduces the likelihood of a covenant
breach before 2015.  Fitch will continue to monitor TCEH's
liability management programs especially of the 2015/16 Cash
pay/PIK Toggle notes.  TCEH's viability beyond 2014 depends on its
ability to refund or extend the maturities of these liabilities
and recovery in power prices in Electric Reliability Council of
Texas (ERCOT).  Future coercive debt exchanges are a real
possibility.

Fitch continues to be concerned about the persistent weakness
in natural gas prices and a modest pace of electric demand
recovery that has resulted in depressed power prices in ERCOT.
Approximately 49% and 81% of TCEH's generation is subject to price
risk in 2013 and 2014, respectively, as of Dec. 31, 2010.  While a
portion of debt maturities have been extended, remaining debt
maturities are significant including the $671 million un-extended
portion of the revolving credit facility in October 2013, the
$3,820 million un-extended portion of term loans and deposit
letter of credit (LC) loans in October 2014 and the $4,894 million
of cash pay/PIK toggle notes in 2015/16 (which includes
approximately $323 million of notes held by EFH and EFIH).  The
debt maturity schedule could be exacerbated by the springing
maturity provision for the extended portions of the term loans and
deposit LC loans if the requisite conditions are not met.

Fitch's 'B+/RR1' senior secured rating of TCEH reflects the
results of Fitch's collateral valuation that projects full
recovery on its senior secured debt in an event of default.
Fitch will update its recovery analysis for TCEH in the near term
and there exists a potential for lower recovery estimates for
securities junior to the secured first lien obligations that could
lead to potential downgrades in instrument ratings for those
securities.

Key rating factors for TCEH include: the forward curve for natural
gas prices for 2013 and beyond when expected power volumes are
significantly open (unhedged), capital availability to continue to
push out maturities, and future electric power demand and market
heat rates in ERCOT.

The new notes are being offered in conjunction with an amendment
and maturity extension of TCEH's senior secured credit facilities.
The three-year maturity extension covers a portion of the senior
secured facilities.  The amount and percentage of lenders that
consented to the extension request by tranche were:

   Term Loan B/Delayed Draw term loan = $15.4 billion, 80%;

   Revolving credit facility = $1,384 million, 67%; and

   Deposit Letter of credit facility = $1,020 million, 96%

The amendments were approved on April 7, 2011; these provide
senior secured covenant relief and put lender allegations to rest.


TEXAS HILL: Secured Creditor Wants Sale Proceeds Distributed
------------------------------------------------------------
Secured creditor Rabobank, N.A., asks the U.S. Bankruptcy Court
for the District of Arizona to direct Edward Burr, the Chapter 11
trustee of the estates of the Texas Hill Enterprises, GP, et al.,
to release all remaining proceeds of the Nov. 10, 2010, sale of
Rabobank's collateral.

Rabobank, N.A. relates that the proceeds are encumbered by a
second-position lien interest in favor of Rabobank.  As of the
Petition Date, Rabobank asserts $4,375,377 against each of the
Debtors' estates, pursuant to that certain loan agreement dated
March 11, 2002, between Cooling and Rabobank's predecessor-in-
interest, Valley Independent Bank; and (ii) that certain Secured
Promissory Note dated March 26, 2002, made by Cooling in favor of
Valley in the original principal sum of $4,860,000.

Rabobank adds that the trustee refuses to pay any of the proceeds
of the sale of the collateral securing Rabobank's claim until the
time as all surcharge issues relating thereto are resolved.
Rabobank, the trustee and the other creditors asserting secured
claims against the Debtors' estates attempted to negotiate a
surcharge stipulation, but have been unable to come to a final
resolution.

Rabobank also asks that the Court establish a maximum surcharge
against Rabobank of $36,373.  Once the maximum surcharge amount is
fixed, the remaining sale proceeds must be distributed to secured
creditors in order of priority.

Rabobank is represented by:

     BRYAN CAVE LLP
     Edward M. Zachary, Esq.
     Kyle S. Hirsch, Esq.
     Two North Central Avenue, Suite 2200
     Phoenix, AZ 85004-4406
     Tel: (602) 364-7000
     Fax: (602) 364-7070
     E-mail: edward.zachary@bryancave.com

                         About Texas Hill

Roll, Arizona-based Texas Hill Enterprises, GP, dba Texas Hill
Farms, filed for Chapter 11 bankruptcy on April 15, 2010 (Bankr.
D. Ariz. Case No. 10-11121).  Daniel P. Collins, Esq., and Allysse
M. Medina, Esq., at Collins, May, Potenza, Baran & Gillespie,
represents the Company in its restructuring effort.  The Company
disclosed $15,382,990 in assets and $14,041,190 in liabilities.

Edward Burr is the appointed  Chapter 11 trustee in the Debtors'
cases.  Mr. Burr is represented Philip R. Rudd at Polsinelli
Shughart PC.  Sierra Consulting Group, LLC serves as the financial
advisor to the Chapter 11 trustee.


TOUSA INC: To Sell 71 Acres in Houston for $500,000
---------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Tousa Inc. is proposing to sell a 71-acre parcel near Houston for
$500,000 without holding an auction.  The land is composed of 592
unfinished single-family lots.  Tousa is asking the U.S.
Bankruptcy Court in Fort Lauderdale, Florida, to approve the sale
absent an objection within three weeks.

                         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.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the 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.  A district court in February 2011 held that the
bankruptcy judge was wrong in ruling that lenders who were paid
off received fraudulent transfers when Tousa gave liens on
subsidiaries' properties to bail out and refinance a joint
venture.  Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, represent the
creditors committee.


TRIBUNE CO: Bank Debt Trades at 30% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 70.16 cents-on-the-
dollar during the week ended Friday, April 15, 2011, an increase
of
0.43 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the bank debt.  The loan is
one of the biggest gainers and losers among 192 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                        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: Former Officers Want Claims Deemed Timely Filed
-----------------------------------------------------------
In separate motions, former officers of Tribune Co. ask the Court
to deem timely each of their claims in connection with these
lawsuits:

Officer                         Caption of Lawsuit
-------                         ------------------
Tom E. Ehlmann                  Official Committee of Unsecured
                                Creditors of Tribune Co. v. Tom
                                E. Ehlmann

Peter A. Knapp                  Official Committee of Unsecured
                                Creditors of Tribune Co. v.
                                Peter A. Knapp

John Birmingham                 Official Committee of Unsecured
                                Creditors of Tribune Co. v. John
                                Birmingham

Mark W. Hianik                  Official Committee of Unsecured
                                Creditors v. Dennis J.
                                FitzSimons, et al., and the
                                Official Committee of Unsecured
                                Creditors of Tribune Co. v. Mark
                                W. Hianik

In the lawsuits, the Creditors' Committee seeks these amounts
from the Former Officers:

Officer                            Amount Sought
-------                            -------------
Mr. Ehlmann                           $1,009,905
Mr. Hianik                               809,019
Mr. Knapp                                389,486
Mr. Birmingham                           217,150

Each Former Officer seeks indemnification from the Debtors for
any judgment against him in the Lawsuits as well as for the costs
he incurs in defending the lawsuit.

Mark E. Felger, Esq., at Cozen O'Connor, in Wilmington, Delaware
--mfelger@cozen.com-- relates that the deadline for the Former
Officers to submit a proof of claim passed on June 12, 2009.  The
Lawsuits were filed in December 2010.  He contends that neither
the Debtors nor the creditors can credibly claim any prejudice at
this stage from the Former Officers' late filing.  Under the
circumstances, the Former Officers' late filing of claims would
have no evident pact on the judicial proceedings, Mr. Felger
asserts.  Mr. Felger insists that each of the Former Officers had
no reason in June 2009 to anticipate a lawsuit not filed until
December 2010.

The Court will consider the Former Officers' requests on
April 25, 2011.

                        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 April 20
-------------------------------------------------------------
Trico Shipping AS, a subsidiary of Trico Marine Services, Inc.,
announced on April 18, 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 20, 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.
However, ballots previously received will remain valid.  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 15, 2011. At 5:00 p.m.
Eastern Time on April 15, 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 on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  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.


TRIUMPH GROUP: S&P Affirms 'BB'; Outlook Upgraded to Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on Wayne, Pa.-based Triumph Group Inc. (Triumph) to stable from
negative.  "At the same time, we affirmed our ratings, including
the 'BB' corporate credit rating, on the company," S&P stated.

"The outlook revision is based on increasing earnings and cash
generation, aided by improving conditions in commercial aerospace
(Triumph's largest market), and contributions from the Vought
Aircraft Industries Inc. acquisition," said Standard & Poor's
credit analyst Roman Szuper.  "We expect that Triumph will apply
its free cash flow primarily to debt reduction to improve its
somewhat subpar credit protection measures following the Vought
acquisition."

The ratings on Triumph take into account its participation in the
competitive and cyclical commercial aerospace market, for which
the company is a major supplier, and its moderate financial
policy.  "We consider Triumph's business risk profile to be fair
and its financial risk profile to be significant," S&P noted.

Triumph purchased Vought in June 2010 from the Carlyle Group for
$550 million in cash and 7.5 million shares of Triumph's common
stock (valued at about $500 million).  Although Triumph financed
about half of the acquisition with equity, the additional debt,
along with Vought's significant pension and other benefit
obligations, has led to a noticeable deterioration in Triumph's
credit protection measures, with pro forma total debt to adjusted
EBITDA of about 4.2x.  "We expect some moderation toward the 2.5x-
3.5x range in 18 to 24 months -- appropriate for the ratings --
with improvement resulting from anticipated debt reduction from
free cash flow, increasing earnings, and management's commitment
to strengthen the balance sheet.  We also believe funds from
operations (FFO) to total debt should improve to the mid-20s
percent area, with EBITDA interest coverage at 5x-6x in that time
frame -- both measures are appropriate for the ratings," S&P said.

"The outlook is stable.  Improvements in civil aerospace markets,
the successful integration between Triumph and Vought, increasing
earnings, and expected debt reduction should strengthen the
company's financial profile to a level we consider appropriate for
the ratings," S&P stated.  "Although unlikely, a weaker-than-
expected economic recovery, operational shortfalls, and lack of
meaningful debt reduction and progress on Vought's pension deficit
could prevent expected material strengthening in Triumph's credit
protection measures, with total adjusted debt to EBITDA more than
4x," Mr. Szuper continued.  "This could lead us to lower the
ratings.  An upgrade is also unlikely, as existing ratings already
incorporate steady improvement in credit protection measures, but
we could consider such an action if total debt to EBITDA
consistently moderates to 2.5x or less."


ULTERRA HOLDINGS: S&P Assigns 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-' long-
term corporate credit rating to Fort Worth, Texas-based Ulterra
Holdings Inc. (Ulterra).  The outlook is stable.

"At the same time, we have assigned a 'B-' issue-level rating
(same as the corporate credit rating) to Ulterra's planned $105
million senior secured credit facility due 2016, which consists of
a $15 million revolver and $90 million term loan.  The recovery
rating is '3', which indicates our expectations of meaningful (50%
to 70%) recovery in the event of a payment default.  Ulterra
Holdings is the parent of Ulterra Drilling Technologies L.P.,
which is the borrower on the proposed senior secured credit
facility.  Ulterra will use a majority of the proceeds from the
offering to repay existing debt," S&P related.

"The ratings reflect Ulterra's very small size and scale in drill
bit manufacturing, its competitive position against some of the
largest oilfield services companies in the industry, a leveraged
capital structure, and cyclical end markets," said Standard &
Poor's credit analyst Marc Bromberg.  These weaknesses are
partially offset by Ulterra's adequate liquidity profile, variable
cost structure, and its specialization on polycrystalline diamond
compact (PDC) drill bits, which benefit from the increasing trend
toward more complex horizontal wells (deeper depths and longer
laterals).

Ulterra manufactures PDC drill bits for the oil and gas industry.
Nearly all of its revenues are tied to North American rigs, with
less than 5% of sales in the Middle East, North Africa, and
Colombia.  While fundamentals for the drill bit industry are
closely tied to the rig count, which tends to be volatile, PDC
bits are driven mainly by horizontal drilling, which is likely to
remain favorable in North America for 2011, with E&P companies
supporting shifts to oil-weighted shale plays.  The drill bit
represents about 2.3% of the total cost of drilling the well.
However, because the cost of failure is high (i.e., a bit left
downhole could require abandonment of the well) and because drill
bit efficiency directly impacts the time the drilling rig must be
utilized, operators are willing to pay a premium for a bit that
has a proven record in a particular geologic formation.

"The stable outlook is based on our expectation that Ulterra's pro
forma liquidity will be sufficient to maintain fixed spending
requirements at least for the next year.  This incorporates our
expectation that Ulterra will benefit from healthy demand for PDC
drill bits, driven by increasingly complex wells in North America.
It also reflects our view that Ulterra could cut a majority
of its fixed spending requirements in a downturn to preserve
liquidity," S&P noted.

S&P stated, "We could consider a downgrade if liquidity worsens to
less than $15 million.  Given the company's small size and scale
and its participation in the cyclical drilling industry, we
consider an upgrade unlikely."


UNITY HOUSE: Files for Bankruptcy to Repay $5.5-Mil. to Lotus
-------------------------------------------------------------
The Pacific Business News reports that Unity House Inc. has filed
for Chapter 11 bankruptcy protection to protect its assets and
gain time to repay a $5.5 million loan on The Lotus at Diamond
Head hotel.

According to the report, the Company filed for bankruptcy to give
itself more time to secure funds to repay the loan from MK Pacific
LLC.  In pursuing repayment of the loan, MK Pacific LLC filed a
foreclosure lawsuit against Unity House in February and a receiver
was appointed in the case last month.

The report says Jim Boersema, Unity House's chairman, said the
Company possibly could sell the 51-room Lotus at Diamond Head in
order to pay the loan.  The hotel currently is undergoing an
appraisal, the report quotes attorney Donald Spafford Jr., who
filed the bankruptcy petition for Unity House, as saying.

Unity House estimated debts of between $1 million and $10 million.
The Company wants to pay the loan back as soon as possible and is
aiming to do so within the next two months.

Unity House Inc. is a nonprofit corporation affiliated with Hawaii
labor unions.  It was founded in 1951 by Arthur Rutledge and
provides services and programs to more than 10,000 beneficiaries.


UNITY HOUSE: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Unity House, Incorporated
        dba The Lotus at Diamond Head
        1701 Ala Wai Boulevard
        Honolulu, HI 96815

Bankruptcy Case No.: 11-01032

Chapter 11 Petition Date: April 13, 2011

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Donald L. Spafford, Jr., Esq.
                  LAW OFFICE OF DONALD L. SPAFFORD, JR.
                  Pauahi Tower, Suite 470
                  1003 Bishop Street
                  Honolulu, HI 96813
                  Tel: (808) 532-6300
                  Fax: (808) 532-6309
                  E-mail: spafford@lava.net

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

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

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/hib11-01032.pdf

The petition was signed by James Boersema, chairman.


VILLAGE INN: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Village Inn, LLC
        5262 2nd Street
        Irwindale, CA 91706

Bankruptcy Case No.: 11-26213

Chapter 11 Petition Date: April 14, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Peter Carroll

Debtor's Counsel: David I. Brownstein, Esq.
                  BROWNSTEIN & BROWNSTEIN LLP
                  21700 Oxnard St., Suite 1160
                  Woodland, CA 91367
                  Tel: (818) 905-0000
                  Fax: (818) 593-3988
                  E-mail: brownsteinlaw@gmail.com

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

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

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-26213.pdf

The petition was signed by Steve Claro, president of managing
member.


VITRO SAB: Official Committee of U.S. Units' Creditors Formed
-------------------------------------------------------------
William T. Neary, U.S. Trustee for the Northern District of Texas
appointed five members to the official committee of unsecured
creditors in the Chapter 11 cases of Vitro Asset corp., et al.,

The Creditors Committee members are:

1. Adam Berman
   Wilmington Trust FSB
   166 Mercer Street, Suite 2-R
   New York, NY 10012-3249
   Tel: (212) 941-4415
   E-mail: ABerman@wilmingtontrust.com

2. Laura L. Moran, vice president
   U.S. Bank National Association, as indenture trustee
   Corporate Trust Services
   One Federal Street, 3rd Floor
   Boston, MA 02110
   Tel: (617) 603-6429
   E-mail: laura.moran@usbank.com

3. Dan Gropper, Managing Director
   Aurelius Capital Management, LP
   535 Madison Avenue, 22nd Floor
   New York, NY 10022
   Tel: (646) 445-6570
   E-mail:dgropper@aurelius-capital.com

4. James Timothy Kelley
   Tristar Glass, Inc.
   5566 S. Garnett Road
   Tulsa, OK 74146
   Tel: (918) 392-9678
   E-mailtimk@tristarglass.com

5. Erin Kim
   Pension Benefit Guaranty Corporation
   1200 K Street NW
   Washington, DC 20005
   Tel: (202) 326-4020
   E-mail: kim.erin@pbgc.gov

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

The U.S. Trustee is represented by:

     Elizabeth A. Ziegler, Esq.
     Office of the United States Trustee
     1100 Commerce St. Room 976
     Dallas, TX 75242
     Tel: (214) 767-1247
     E-mail: elizabeth.ziegler@usdoj.gov

                       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).  A bankruptcy judge in Fort
Worth, Texas, has denied involuntary Chapter 11 petitions filed
against four U.S. subsidiaries.  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.  The judge will decide later about the
involuntary petitions filed against eight non-operating Vitro
subsidiaries in the U.S.

Vitro SAB on April 14, 2011, re-filed a petition for recognition
of its Mexican reorganization in U.S. Bankruptcy Court in
Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.  On April 12, 2011, an appellate court in Mexico reinstated
the reorganization, prompting Vitro to re-file the Chapter 15
petition.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico


VORNADO REALTY: Fitch Puts 'BB+' Rating on New Preferred Stock
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the new $175 million
6.875% Series J Preferred Stock issued by Vornado Realty Trust.
Proceeds from the offering will be contributed to Vornado Realty,
L.P., the operating partnership of VNO, in exchange for preferred
units of the operating partnership.  The operating partnership
will use the proceeds for general business purposes, which may
include payment of the redemption or repurchase price for
preferred stock and units.

Fitch currently rates Vornado Realty Trust and Vornado Realty, LP:

Vornado Realty Trust

   -- Issuer Default Rating (IDR) 'BBB';

   -- Preferred stock 'BB+'.

Vornado Realty, L.P.

   -- IDR 'BBB';

   -- Unsecured bank credit facilities 'BBB';

   -- Senior unsecured notes 'BBB'.

The Rating Outlook is Stable.

Vornado Realty Trust is an equity real estate investment trust
(REIT) based in New York.  As of Dec. 31, 2010, the company had
total book assets of approximately $20.5 billion.  The company has
four primary business platforms aggregating more than 100 million
square feet along with several other sizable investments related
to real estate.  They are the Manhattan office, Washington D.C.
office, Retail, and Merchandise Mart. The company also manages
real estate for third parties.


WESTSIDE MEDICAL: Has Until June 3 to Propose Chapter 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Westside Medical Park, LLC's exclusive periods to file a
Chapter 11 plan and solicit acceptances for such plan until
June 3, 2011, and to Aug. 3, respectively.

The Debtor is represented by:

     John P. Kreis, Esq.
     JOHN P. KREIS, PC
     350 S. Grand Ave., Suite 1520
     Los Angeles, CA 90071-3471
     Tel: (213) 613-1049
     Fax: (213) 330-0258
     Email: jkreis@attglobal.net

Los Angeles, California-based Westside Medical Park, LLC, filed
for Chapter 11 bankruptcy protection on November 3, 2010 (Bankr.
C.D. Calif. Case No. 10-57457).  The Debtor tapped Peregrine
Realty Partners as appraiser.  The Debtor estimated assets and
debts at $50 million to $100 million as of the Chapter 11 filing.

On Dec. 28, 2010, Peter C. Anderson, the U.S. Trustee, appointed
these persons to serve in the Official Committee of Unsecured
Creditors in the Debtor's case:

1. Dakota Communications
2. Burnside & Associates, Inc.
3. Argo Group US, Inc.
4. A.C. Martin Partners, Inc.


WOLVERINE TUBE: Prepackaged Plan Goes for Creditors' Vote
---------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Wolverine Tube Inc. won approval of its disclosure statement on
April 15 allowing creditors to vote on the reorganization plan
that was negotiated before the Chapter 11 filing in November.  The
Debtor will present its plan for confirmation on June 2.

The Plan converts $131 million in secured notes into almost all
the new common equity plus a new secured note for $30 million. The
plan pays general unsecured creditors in full up to $6.7 million.
Existing common and preferred shareholders receive nothing.
Prepetition, holders of 71% of the notes signed a deal to support
the Plan.  Plainfield Asset Management LLC, a signatory to the
plan-support agreement, is both a secured noteholder and a
preferred shareholder.

Prior to the hearing on the Disclosure Statement, Wolverine Tube
Inc. filed a revised Chapter 11 joint plan after reaching a
settlement agreement with its pension plan manager the Pension
Benefit Guaranty Corp.  As reported in the Troubled Company
Reporter on April 12, 2011, the Debtor signed a memorandum of
understanding relating to a settlement of claims asserted by the
PBGC.  The settlement calls for PBGC to be paid $4 million one
year after the plan becomes effective. In addition to 5% of the
new common stock, PBGC will receive another $16 million spread out
over the following 10 years.  If there is a sale of the business,
PBGC will be prepaid.

                       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.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                          Total
                                              Total      Share-
                                  Total     Working    Holders'
                                 Assets     Capital      Equity
  Company          Ticker         ($MM)       ($MM)       ($MM)
  -------          ------        ------    --------    --------
ABRAXAS PETRO      AXAS US        182.9        (8.9)      (15.0)
ACCO BRANDS CORP   ABD US       1,149.6       292.8       (79.8)
ALASKA COMM SYS    ALSK US        620.6         1.4       (20.5)
AMER AXLE & MFG    AXL US       2,114.7        33.0      (468.1)
AMR CORP           AMR US      25,088.0    (1,942.0)   (3,945.0)
ANOORAQ RESOURCE   ARQ SJ       1,092.1       (62.8)      (41.5)
ARQULE INC         ARQL US         88.9        34.9       (14.6)
ARRAY BIOPHARMA    ARRY US        127.5        26.2      (130.6)
AUTOZONE INC       AZO US       5,765.6      (487.0)   (1,038.4)
BIOLASE TECHNOLO   BLTI US         18.1        (5.7)       (3.0)
BLUEKNIGHT ENERG   BKEP US        323.8       (85.1)      (37.7)
BOARDWALK REAL E   BOWFF US     2,326.8         -        (109.0)
BOARDWALK REAL E   BEI-U CN     2,326.8         -        (109.0)
BOSTON PIZZA R-U   BPF-U CN       112.0         2.0      (115.5)
CABLEVISION SY-A   CVC US       8,840.7      (522.2)   (6,280.7)
CANADIAN SATEL-A   XSR CN         180.8       (48.5)      (14.8)
CC MEDIA-A         CCMO US     17,479.9     1,504.6    (7,204.7)
CENTENNIAL COMM    CYCL US      1,480.9       (52.1)     (925.9)
CENVEO INC         CVO US       1,397.7       222.7      (341.3)
CHENIERE ENERGY    CQP US       1,743.5        26.5      (536.0)
CHENIERE ENERGY    LNG US       2,553.5        99.3      (472.6)
CHOICE HOTELS      CHH US         411.7        (1.7)      (58.1)
CLEVELAND BIOLAB   CBLI US         19.9       (12.7)      (12.5)
COLUMBIA LABORAT   CBRX US         29.9         2.0       (19.9)
COMMERCIAL VEHIC   CVGI US        286.2       116.1        (0.1)
CORNERSTONE ONDE   CSOD US         42.9       (13.9)      (55.1)
CUMULUS MEDIA-A    CMLS US        319.6        16.9      (341.3)
DENNY'S CORP       DENN US        311.2       (27.8)     (103.7)
DISH NETWORK-A     DISH US      9,632.2        74.1    (1,133.4)
DISH NETWORK-A     EOT GR       9,632.2        74.1    (1,133.4)
DOMINO'S PIZZA     DPZ US         460.8       118.9    (1,210.7)
DUN & BRADSTREET   DNB US       1,905.5      (259.4)     (645.6)
EASTMAN KODAK      EK US        6,239.0       966.0    (1,075.0)
ENDOCYTE INC       ECYT US         21.2        12.4        (7.1)
EXELIXIS INC       EXEL US        360.8       (16.5)     (228.3)
FAIRPOINT COMMUN   FRP US       2,973.8       180.5      (587.4)
FLOTEK INDS        FTK US         184.8        45.5        (3.5)
FLUIDIGM CORP      FLDM US         24.8         2.4        (4.6)
FORD MOTOR CO      F US       165,793.0   (25,852.0)     (642.0)
FORD MOTOR CO      F BB       165,793.0   (25,852.0)     (642.0)
GENCORP INC        GY US          989.6        83.8      (177.7)
GLG PARTNERS INC   GLG US         400.0       156.9      (285.6)
GLG PARTNERS-UTS   GLG/U US       400.0       156.9      (285.6)
GRAHAM PACKAGING   GRM US       2,806.8       268.0      (530.7)
HCA HOLDINGS INC   HCA US      23,852.0     2,650.0   (10,794.0)
HOVNANIAN ENT-A    HOV US       1,670.1     1,042.4      (401.3)
HUGHES TELEMATIC   HUTC US        108.8       (16.0)      (62.4)
IDENIX PHARM       IDIX US         69.9        29.5       (31.1)
INCYTE CORP        INCY US        489.6       341.9       (88.6)
IPCS INC           IPCS US        559.2        72.1       (33.0)
ISTA PHARMACEUTI   ISTA US        134.2        15.8       (79.1)
JUST ENERGY GROU   JE CN        1,760.9      (339.4)     (328.6)
KNOLOGY INC        KNOL US        787.7        20.4       (15.9)
KV PHARM-A         KV/A US        296.2      (134.5)     (233.4)
KV PHARM-B         KV/B US        296.2      (134.5)     (233.4)
LIN TV CORP-CL A   TVL US         790.5        30.6      (131.4)
LIZ CLAIBORNE      LIZ US       1,257.7        39.0       (21.7)
LORILLARD INC      LO US        3,296.0     1,509.0      (225.0)
MAINSTREET EQUIT   MEQ CN         448.9         -          (9.0)
MANNKIND CORP      MNKD US        277.3        55.8      (185.5)
MEAD JOHNSON       MJN US       2,293.1       472.9      (358.3)
MEDQUIST INC       MEDQ US        323.9        45.2       (30.6)
MERITOR INC        MTOR US      2,814.0       357.0      (990.0)
MOODY'S CORP       MCO US       2,540.3       409.2      (298.4)
MORGANS HOTEL GR   MHGC US        714.8        13.7        (1.8)
MPG OFFICE TRUST   MPG US       2,771.0         -      (1,045.5)
NATIONAL CINEMED   NCMI US        854.5        77.3      (318.4)
NAVISTAR INTL      NAV US       9,279.0     2,002.0      (832.0)
NEWCASTLE INVT C   NCT US       3,687.1         -        (247.6)
NEXSTAR BROADC-A   NXST US        602.5        53.6      (175.2)
NPS PHARM INC      NPSP US        228.9       133.8      (155.3)
NYMOX PHARMACEUT   NYMX US         13.5         8.3        (2.9)
ODYSSEY MARINE     OMEX US         19.4       (15.5)       (3.5)
OTELCO INC-IDS     OTT US         322.1        22.0        (5.2)
OTELCO INC-IDS     OTT-U CN       322.1        22.0        (5.2)
PALM INC           PALM US      1,007.2       141.7        (6.2)
PDL BIOPHARMA IN   PDLI US        316.7        90.7      (324.2)
PLAYBOY ENTERP-A   PLA/A US       165.8       (16.9)      (54.4)
PLAYBOY ENTERP-B   PLA US         165.8       (16.9)      (54.4)
PRIMEDIA INC       PRM US         212.7        (1.0)      (93.8)
PROTECTION ONE     PONE US        562.9        (7.6)      (61.8)
QUALITY DISTRIBU   QLTY US        271.3        35.0      (144.5)
QUANTUM CORP       QTM US         466.4       125.7       (65.2)
QWEST COMMUNICAT   Q US        17,220.0    (1,649.0)   (1,655.0)
REGAL ENTERTAI-A   RGC US       2,492.6      (122.5)     (491.7)
RENAISSANCE LEA    RLRN US         53.8       (40.9)      (35.1)
REVLON INC-A       REV US       1,086.7       157.6      (696.4)
RSC HOLDINGS INC   RRR US       2,718.0       (60.8)      (37.3)
RURAL/METRO CORP   RURL US        285.3        60.1       (98.6)
SALLY BEAUTY HOL   SBH US       1,670.4       371.1      (406.1)
SINCLAIR BROAD-A   SBGI US      1,485.9        36.4      (157.1)
SINCLAIR BROAD-A   SBTA GR      1,485.9        36.4      (157.1)
SMART TECHNOL-A    SMT US         559.1       201.9       (63.2)
SMART TECHNOL-A    SMA CN         559.1       201.9       (63.2)
SUN COMMUNITIES    SUI US       1,162.7         -        (132.4)
SWIFT TRANSPORTA   SWFT US      2,567.9       186.1       (83.2)
TAUBMAN CENTERS    TCO US       2,546.9         -        (527.9)
TEAM HEALTH HOLD   TMH US         807.7        17.9       (51.4)
THERAVANCE         THRX US        331.2       276.3       (22.4)
UNISYS CORP        UIS US       3,020.9       538.7      (933.8)
UNITED RENTALS     URI US       3,693.0       156.0       (20.0)
VECTOR GROUP LTD   VGR US         949.6       299.9       (46.2)
VENOCO INC         VQ US          750.9       (11.6)      (84.2)
VERISK ANALYTI-A   VRSK US      1,217.1      (480.4)     (114.4)
VERSO PAPER CORP   VRS US       1,516.1       162.4        (6.8)
VIRGIN MOBILE-A    VM US          307.4      (138.3)     (244.2)
VONAGE HOLDINGS    VG US          260.4       (67.7)     (129.6)
WARNER MUSIC GRO   WMG US       3,604.0      (602.0)     (228.0)
WEIGHT WATCHERS    WTW US       1,092.0      (348.7)     (686.7)
WESTMORELAND COA   WLB US         750.3       (35.8)     (162.4)
WESTWOOD ONE INC   WWON US        288.3        30.6        (6.0)
WORLD COLOR PRES   WC CN        2,641.5       479.2    (1,735.9)
WORLD COLOR PRES   WCPSF US     2,641.5       479.2    (1,735.9)
WORLD COLOR PRES   WC/U CN      2,641.5       479.2    (1,735.9)
WR GRACE & CO      GRA US       4,271.7     1,371.3       (68.8)



                           *********

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
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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 PDFformat.

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
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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.

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