TCR_Public/110420.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 20, 2011, Vol. 14, No. 109

                            Headlines

4KIDS ENTERTAINMENT: CW Doesn't Consent to Cash Collateral Use
6922767 HOLDING: S&P Affirms 'B+' Corporate Credit Rating
ACCENT WINDOWS: Buyers Have Until May 2 to Make Offer
ADVANCED DENTAL: Voluntary Chapter 11 Case Summary
A.G. FERRARI: Closes 3 More Stores as Part of Restructuring

ALL YOU, LLC: Court to Hear Two Competing Chap. 11 Plans Today
ALLY FINANCIAL: To Sell $750 Million of Senior Guaranteed Notes
AMBASSADORS INT'L: U.S. Trustee Forms 5-Member Creditors Committee
ASPIRE INT'L: Had $1.57-Mil. Loss in 1st 9 Months of 2010
AWAL BANK: Court to Consider Approval of EnerTech Sale Tomorrow

BAKHTAVER IRANI: Borough Plans to Launch Tax Lien Sale in May
BARBARA BOUCHEY: Judge Dismisses Case Due to Faulty Disclosure
BAYONNE MEDICAL: Installs ER Wait-Time Billboards
BERNARD L. MADOFF: U.S. Seeks Dismissal of Investor's Claim
BOWE BELL + HOWELL: To Sell Asset to Versa; Files Bankruptcy

BOWE BELL + HOWELL: Case Summary & 20 Largest Unsecured Creditors
BROWN PUBLISHING: To Present Plan for Confirmation on June 2
BURGER KING HOLDINGS: Fitch Cuts Issuer Default Rating to 'B-'
BUTTERMILK TOWNE: Access to BofA Cash Collateral Expires June 4
CAREMERICA INC: Court Rules on Preference Suit v. First Eastern

CARIAN MANAGEMENT: Wins Confirmation of Reorganization Plan
CATALYST PAPER: Snowflake Mill to Take Production Curtailment
CENTURION PROPERTIES: Disclosure Statement Hearing on June 7
CENTURION PROPERTIES: Has Access to Cash Collateral Until June 30
CENTURY INDEMNITY: Fitch Holds B- Insurer Fin'l Strength Rating

CHINA AGRITECH: Receives Notice of Delisting from Nasdaq
CLEAN BURN: Has Access to Cash Collateral Until Sept. 4
CLEARWIRE CORP: Sprint to Invest $1 Billion in Long-Term Deal
CLEARWATER DEVELOPMENT: Files for Chapter 11 in Denver
CLEARWATER DEVELOPMENT: Case Summary & Creditors List

CMB III: Confirmation Hearing Set for May 19
COMMONWEALTH BIOTECH: Form 10-K Ready But SEC Access Blocked
CONCORD INT'L: Sues Former CEO Susan Davis for Misuse of Funds
CRAIG CARRIER: Triple C Sanctioned for Failing to Return Trucks
CRESCENT RESOURCES: Bank Debt Trades at 7% Off in Secondary Market

DIAMOND RESORTS: S&P Affirms 'B-' Corporate Credit Rating
DRUMM INVESTORS: S&P Assigns 'B+' Corporate Credit Rating
DOMINION CLUB: Owners and Members May Mediate on Plan Issues
DTZ ROCKWOOD: Has Green Light to Auction Off Assets
EMIVEST AEROSPACE: Court Okays $5.9-Mil. Sale to MT LLC

EMIVEST AEROSPACE: Court Okays 5th Credit Agreement Amendment
EMPIRE RESORTS: Extends Rights Offering Through May 20
EMPIRE RESORTS: Executes Exclusivity Agreement With MSEG LLC
EXTERRA ENERGY: Delays Filing of Feb. 28 Quarterly Report
FEDERAL-MOGUL: Asbestos Trust Settles with Zurich

FORUM HEALTH: Creditors Seek Delay of Foundation's Dismissal
FREE AND CLEAR: Files Schedules of Assets & Liabilities
FRONTERA COPPER: Announces Further Delays in Annual Filings
GAS CITY: Court OKs $135 Million Sale of 60 Properties
GEMCRAFT HOMES: Settles Dixie Construction Claims

GENERAL GROWTH: New GGP Completes $1.7-Bil. Refinancing of 7 Malls
GENERAL GROWTH: Files 3rd Post-Confirmation Status Report
GENERAL GROWTH: WTC Objects to Moelis Stipulation
GLOBAL ENTERTAINMENT: Incurs $198,000 Net Loss in Feb. 28 Qtr.
GRAHAM PACKAGING: Inks Agreement and Plan of Merger With Silgan

GREAT ATLANTIC & PACIFIC: Developer Seeks Claim on Botched Deal
GREENWOOD SHOPPES: Case Summary & 13 Largest Unsecured Creditors
HARRY & DAVID: Coffee Supplier Seeks Payment for Deliveries
HAVEN ELDERCARE: Court Won't Enforce Prior Order in Dupuis Case
HAWKER BEECHCRAFT: Bank Debt Trades at 12% Off in Secondary Market

HILLARY HARMON: Court Reviews Ruling on Lighthouse Dispute
HYTHIAM INC: To Sell Indeterminate Common Shares for $42MM
IMH FINANCIAL: Incurs $117.04 Million Net Loss in 2010
INTEGRA BANK: To Move Stock Listing From NASDAQ Capital Market
ISLAND ONE: Creditors Committee Says Plan Biased to Lenders

JACOBS FINANCIAL: Delays Filing of Feb. 28 Quarterly Report
JEFFERSON COUNTY: Suit Against JPMorgan May Proceed, Court Says
JOHN MCMONIGLE: Files for Chapter 7 Bankruptcy Protection
JOSEPH-BETH BOOKSELLERS: To Auction Stores Today
KH FUNDING: Committee Wants Pachulski Stang as Counsel

LEHMAN BROTHERS: To Sell Stake in Real Estate Projects
LEVI STRAUSS: Stockholders Elect Four Class 1 Directors
LOCATION BASED TECHNOLOGIES: Has $3.2MM Loss in Feb. 28 Qtr.
LOWER BUCKS: Has Until May 9 to File Chapter 11 Plan
LOWER BUCKS: Wants Zelenkofske Axelrod to Provide Tax Services

MARONDA HOMES: Files for Bankruptcy in Pennsylvania
MARONDA HOMES: Case Summary & 20 Largest Unsecured Creditors
MAYFAIR BAGELS: Blames Bankruptcy on Poor Sales, Rising Costs
MCMONIGLE GROUP: Owner Files Ch. 7; Project Stalled
MK NETWORK: Stipulates Case Dismissal to Resolve Debt Disputes

MMI GENOMICS: Court Convenes Hearing on Case Conversion Today
MOLECULAR INSIGHT: Court Extends Lease Decision Pd. to July 7
MOLECULAR INSIGHT: Court to Hold Confirmation Hearing on May 5
MONTGOMERY REALTY: Court Enters Final Decree Closing Ch. 11 Case
MORITZ WALK: Green Bank Fails in 2nd Attempt for Stay Relief

NATIONAL AUTOMATION: Incurs $2.88 Million Net Loss in 2010
NATURAL PRODUCTS: Judge Refuses Centerview's $10-Mil. Claim
NCO GROUP: Plans to Sell $365 Million of Senior Notes
NEW STREAM: U.S. Trustee Forms Creditors' Committee
NEW STREAM: Seeks to Employ Reed Smith as Counsel

NMT MEDICAL: Assigns All Assets for the Benefit of Creditors
NO FEAR: Seeks OK of New $3.5MM Loan Secured by Creditors
NORTHERN BERKSHIRE: Misses $423,000 Bond Payment
O&S HOLDINGS: Lenders Foreclose on Louisiana Boardwalk
OCEAN PLACE: Wants Morgan Melhuish as Special Litigation Counsel

OCEAN PLACE: Wants Stephen Herbstman as Tax Accountant
ODYSSEY PROPERTIES: 3 Affiliates Plan of Liquidation
OPTIMUMBANK HOLDINGS: Incurs $8.45 Million Net Loss in 2010
OSI RESTAURANT: Bank Debt Trades at 2% Off in Secondary Market
PALMAS COUNTRY: Asks Court to Confirm Amended Chapter 11 Plan

PANTHER MOUNTAIN: 8th Cir. BAP Affirms Ruling Against Lender
PARMALAT SPA: Milan Court Acquits Four Banks
PLAYBOY ENTERPRISES: S&P Assigns 'B-' Corporate Credit Rating
POINT BLANK: Equity Committee Objects to New Plan Outline
PPOA HOLDING: Withdraws Plan of Liquidation

PROBE RESOURCES: Emerges from Bankruptcy Proceedings
PUTNAM INVESTMENT: Voluntary Chapter 11 Case Summary
REGENCY CORP: Fitch Downgrades Preferred Stock Rating to 'BB+'
ROBB & STUCKY: Gets Final OK to Access $25MM Revolver Facility
SALINAS INVESTMENTS: Taps Grubb & Ellis as Real Estate Appraisers

SEAHAWK DRILLING: Seeks to Hand Out Executive Bonuses on Sale
SEARS HOLDINGS: Moody's Affimrs 'Ba2' Corp. Family Rating
SENSUS USA: S&P Assigns 'B+' Rating on Sr. First-Lien Facilities
SEXY HAIR: Employs Crowe Horwath as Tax Advisors
SHERIDAN GROUP: Closes $150 MM of Sr. Secured Notes Offering

SI GRAND: Case Summary & 18 Largest Unsecured Creditors
SPECIALTY PRODUCTS: Judge Threatens to Replace Lawyers
SPECIALTY TRUST: Wells Fargo Withdraws Complaint Dismissal Motion
STANFORD INT'L: NBA Rockets, Grizzlies Owners Sued by Receiver
STERLING ESTATES: Has Deal for Cash Collateral Use Until April 29

STERLING ESTATES: Plan Status Hearing Continued to April 28
STETLER CROSS: Lawyer Must Disgorge Retainer, Dist. Court Says
SUFFOLK OTB: Seeks to Reject Leases for 4 Wagering Facilities
SUNSET VILLAGE: Has Until April 30 to Use Cash Collateral
SUNSET VILLAGE: Court to Hold Plan Status Hearing on May 18

SW BOSTON: Court to Consider Disclosure Statement at May 2 Hearing
SW OWNERSHIP: U.S. Trustee Unable to Form Creditors Committee
TAYLOR & BISHOP: Court Denies Bridgeview Dismissal Motion
TEMPUS RESORTS: Plan Confirmation Hearing Set for Today
TERRESTAR NETWORKS: Seeks June Auction; No Buyer Yet

THORNBURG MORTGAGE: Trustee Seeks to Retain Godfrey as Counsel
TOWNSENDS INC: Ex-Workers Sue for Unused Vacation Pay
TRICO MARINE: BoNY's Make-Whole Premium Claim May Be Paid Later
ULTERRA DRILLING: Moody's Gives Term Loan & Revolver Caa1 Rating
UNITEK GLOBAL: S&P Assigns 'B+' Corporate Credit Rating

VITRO SAB: Sues Bondholders Over Breached Confidentiality
VOLT INFORMATION: Fitch Affirms 'BB' Issuer Default Rating
WAVE SYSTEMS: Inks $3.5MM Pact With BASF for PC Maintenance
WAVERLY GARDENS: Wins Approval to Employ Senior Living as Broker
WEGENER CORP: Inks 16th Amendment to 1996 Loan & Security Pact

WESTERN APARTMENT: Has Interim OK to Use OWB's Cash Collateral
YOUTH & FAMILY: S&P Withdraws 'B' Corporate Credit Rating
ZEIGER CRANE: Hearing on Chapter 11 Trustee Appt. Set for April 21

* Mass. Gov. Patrick Says Muni Bankruptcy Not Necessary
* U.S. Probes Collussion Among Large Banks Over LIBOR Rates

* As Calif. Foreclosures Rise, Foreclosure Investment Flourishes
* Cerberus Raising $3+ Billion in New Distressed Fund

* CROs to Speak at Turnaround Management Association Webinar
* David Phelps Joins Brincko Group as Senior Managing Director

* Upcoming Meetings, Conferences and Seminars

                            *********

4KIDS ENTERTAINMENT: CW Doesn't Consent to Cash Collateral Use
--------------------------------------------------------------
The CW Network LLC, a secured creditor of 4Kids Entertainment,
Inc., et al., has informed the U.S. Bankruptcy Court for the
Southern District of New York that it doesn't consent to the
Debtor's use of cash collateral.

According to The CW, cash generated by the Debtor constitutes CW's
cash collateral, pursuant to, inter alia, its agreement with the
Debtor dated as of June 23, 2010, entitled The CW Network, LLC -
4Kids Entertainment, Inc. Saturday Morning Programming Block Term
Sheet and certain financing statements filed against the Debtor.

The CW demands that the Debtor segregate and account for all cash
collateral in its possession, custody or control.

The CW is represented by:

         Neal M. Rosenbloom
         GOLDBERG WEPRIN FINKEL GOLDSTEIN
         1501 Broadway, 2nd Foor
         New York, NY 10036

                  - and -

         Lawrence M. Jacobson
         GLICKFELD, FIELDS & JACOBSON LLP
         315 South Beverly Boulevard, Suite 415
         Beverly Hills, CA 90212

                     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.


6922767 HOLDING: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
commercial helicopter services provider 6922767 Holdings S.a.r.l.
and its related entities (collectively, CHC Helicopter) to
negative from stable.  "At the same time, Standard & Poor's
affirmed all its ratings, including its 'B+' long-term corporate
credit rating on the company.  At Jan. 31, 2011, the company had
about US$1.1 billion of reported debt outstanding," S&P noted.

"The outlook revision reflects our concern about CHC Helicopter's
ability to deleverage to our 7.5x target for the ratings in the
near term owing to weakened profit margins stemming from
operational challenges," said Standard & Poor's credit analyst
Madhav Hari.  "Given that we believe that some of the operational
weaknesses could be temporary, and that the outlook for demand for
the company's services is favorable, for now we can tolerate this
higher level of debt leverage," Mr. Hari added.

The ratings on CHC Helicopter reflects what Standard & Poor's
views as a highly leveraged financial risk profile that
substantially offsets the benefits of the company's favorable
business characteristics.  At Jan. 31, 2011, CHC Helicopter's
adjusted debt leverage stood at more than 8x last 12 months EBITDA
adjusted for operating leases, pensions, and postemployment
benefits.  Standard & Poor's views this level of debt leverage to
be very aggressive and believes it leaves the company with limited
cushion to counter either operational missteps or an industry
slowdown of demand.  "Furthermore, given modest operating cash
flow and relatively large capital expenditures for replacement and
fleet expansion, we do not expect CHC Helicopter to generate
positive free operating cash flows in the near term.  As such, any
meaningful deleveraging is largely dependent on the company's
ability to improve its fleet use, control expense, and increase
EBITDA.  The ratings are also constrained by the company's
ownership structure and uncertainty about its future financial
strategies," S&P stated.

CHC Helicopter, which operates more than 264 aircraft (85 owned)
in more than 26 countries, is one of the two largest global
helicopter services providers.  It offers transportation services,
primarily for oil and gas producers and exploration companies, as
well as search and rescue activities and emergency medical
services, through its global and European operations segments.  In
addition, the company's Heli-One segment provides helicopter
support services that range from the complete outsourcing of all
maintenance activities for helicopter operators to maintenance,
repair, and overhaul services, to integrated logistics support,
helicopter parts sales and distribution, and other related
services, to its own flight operations and third-party operators.

According to S&P, "The negative outlook reflects our concern about
the company's ability to deleverage to our 7.5x target for the
ratings in the near term owing to weakened margins stemming from
operational challenges.  Given that some of the cost pressures CHC
Helicopter faces could be temporary, and the outlook for near-term
revenue growth remains favorable, for now we are willing to
tolerate its higher debt leverage.  However, should the company
fail to demonstrate improved profit margins in the next couple of
quarters or if its liquidity deteriorates, likely owing to its
inability to resolve its outstanding covenant issues with some of
its aircraft lessors, we would likely downgrade the company in the
near term.  An upgrade is less likely given the company's high
adjusted debt leverage, weak cash flow protection measures, and
time to potentially achieve improved credit metrics.  The ratings
are also constrained by CHC Helicopter's ownership structure."


ACCENT WINDOWS: Buyers Have Until May 2 to Make Offer
-----------------------------------------------------
Glass on Web reports that the U.S. Bankruptcy Court in Denver has
set a May 2 deadline for bids to acquire Accent Windows.

The report relates that the Debtor signed an asset purchase
agreement with P.H. Tech Corp., its supplier of vinyl profiles.
That agreement, however, allowed competing bidders to submit
better offers, with the final sale now set to occur on May 18.
Interested parties can contact Accent's bankruptcy counsel Jeff
Brinen at (303) 832-2400 or Terry Marcovich, Accent president, at
(303) 420-2002.

Accent Windows Inc., a replacement window manufacturer based in
Westminster, Colorado, filed for Chapter 11 bankruptcy protection
(Bankr. D. Col. Case No. 11-14348) on March 4, 2011.  Judge
Michael E. Romero presides over the case.  Jeffrey S. Brinen,
Esq., at Kutner Miller Brinen, P.C., represents the Debtor.  The
Debtor estimated assets of between $100,000 and $500,000, and
debts between $1 million and $10 million as of the Chapter 11
filing.


ADVANCED DENTAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Advanced Dental Group, P.A.
        10125 West Colonial Drive, Suite 101
        Ocoee, FL 34761

Bankruptcy Case No.: 11-05610

Chapter 11 Petition Date: April 18, 2011

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

Debtor's Counsel: Kenneth D. Herron, Jr., Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: kherron@whmh.com

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

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

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

The petition was signed by Yagnabala K. Patel, president.


A.G. FERRARI: Closes 3 More Stores as Part of Restructuring
-----------------------------------------------------------
George Avalos at the Oakland Tribune reports that A.G. Ferrari
Foods has closed three more stores and is in discussions with new
investors, the latest steps by the San Leandro-based Italian
market to reorganize its finances.

The report relates that Ferrari Foods recently closed stores in
Belmont, Palo Alto and Sunnyvale, California.  Those closings came
after the shutdown of the retailer's North Berkeley store.  At the
same time, officials are seeking some outside investors who would
bring fresh capital to the company.

Ferrari has sought a court order to terminate multiple leases in a
quest to ease its financial squeeze, according to The Oakland
Tribune.

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



ALL YOU, LLC: Court to Hear Two Competing Chap. 11 Plans Today
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
will consider for confirmation two competing Chapter 11 Plans of
Reorganization for All You, LLC, at a 9:00 a.m. hearing today,
April 20.

At the hearing, Judge Ben T. Barry will hear objections to plan
confirmation filed by David Ruff and the Arkansas Department of
Finance & Admin.

Judge Barry approved a disclosure statement explaining the Chapter
11 Plan proposed by the Debtor on Feb. 15, 2011.  On March 10,
2011, the Debtor delivered a copy of its Chapter 11 Plan to the
Court, a full-text copy of which may be accessed for free at
http://bankrupt.com/misc/ALLYOU_DebtorPlan.pdf

The Debtor's only secured creditor, First Security Bank, filed a
competing plan on March 11, 2011, a full-text copy of which may be
accessed for free at:

      http://bankrupt.com/misc/ALLYOU_1stSecurityPlan.pdf

The Debtor's Plan classifies claims into four classes: (a) CLASS
1- Administrative Expense Claims, (b) CLASS 2 - Claim of First
Security Bank, (c) CLASS 3 - Claims of Tax Entities, and (d)
CLASS 4 - Allowed General Unsecured Claims.  The Debtor's Plan
provides that the Debtor will pay to First Security Bank all
amounts collected as income from "investment Properties" except
for $7,000 per month as allowed by a Cash Collateral Order
previously entered by the Bankruptcy Court.  Additionally, upon
the sale of any of the properties, all the proceeds will be turned
over to First Security Bank to pay down debt obligation.  All
properties owned by the Debtor will be sold within the two-year
plan period except for a certain 1395 Henri De Tonti property and
2325 N. College property.  Any property not sold by the Debtor
within the two-year plan period will be surrendered back to First
Security Bank at the end of the plan reorganization period.

First Security Bank's competing plan, on the other hand,
classifies claims into six classes: (a) Class I - Priority Claims,
(b) Class II - Claims of Washington County, (c) Class III - Claims
of First Security, (d) Class IV - Claims of Secured Creditors, (e)
Class V - Claims of General Unsecured Creditors, and (f) Class VI
- Claims of Equity Security Holders.  According to the Competing
Plan, upon plan confirmation, the real estate assets of the Debtor
will be abandoned to First Security, to be sold in the case styled
First Security Bank v. All You, LLC, et al., Circuit Court of
Washington County, Arkansas, Case No. CV-10-712-2, in accordance
with applicable state law.  Upon the sale of the real estate
assets, the sales proceeds will be distributed first, to Class I
Claims, if any; second, to Class II Claims; third, to Class III
Claims; fourth, to Class IV Claims, if any; fifth, to Class V, if
any, and sixth, to Class VI, if any.  Upon distribution of the
sales proceeds, the claims of the Class I through Class VI
creditors will be satisfied in full and any deficiency discharged,
with the exception that the claims of the Class II creditor for
unpaid property taxes will continue to be secured by a lien on the
Debtor's real estate assets (regardless of who then owns the real
estate assets) for the remaining balance of the unpaid taxes under
applicable non-bankruptcy law.

                      About All You, LLC

Fayetteville, Arkansas-based All You, LLC, filed for Chapter 11
bankruptcy protection on August 2, 2010 (Bankr. W.D. Ark. Case No.
10-74049).  The Debtor disclosed $10.98 million in assets and
$5.51 million in liabilities as of the Petition Date.  The U.S.
Trustee for Region 16 was unable to form an official committee of
unsecured creditors for the Chapter 11 case.

The Debtor is represented by:

     Don Brady, Esq.
     BLAIR, BRADY & HENSON
     109 N. 34th Street
     Rogers, Arkansas 72756
     Tel: (479) 631-0100

First Security is represented by:

     Gary D. Jiles, Esq.
     JACK NELSON JONES JILES & GREGORY, P.A.
     The Frauenthal Building
     904 Front Street
     Conway, Arkansas 72032
     Tel: (501) 329-1133
     E-mail: gjiles@jacknelsonjones.com


ALLY FINANCIAL: To Sell $750 Million of Senior Guaranteed Notes
---------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission a free writing prospectus regarding its offer to sell
$750,000,000 of 4.500% Senior Guaranteed Noted due 2014.  A full-
text copy of the FWP is available at no charge at:

                        http://is.gd/FJqkP9

In a separate filing, the Company said it intends to sell
$750,000,000 of Floating Rate Senior Guaranteed Notes due 2014.  A
full-text copy of the offering is available for free at:

                        http://is.gd/m8vl7C

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC serve
as joint book-running managers of the offerings.  Lloyds
Securities Inc., Aladdin Capital LLC and Blaylock Robert Van, LLC
serve as co-managers.

                       About Ally Financial

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

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

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

                           *     *     *

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

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

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


AMBASSADORS INT'L: U.S. Trustee Forms 5-Member Creditors Committee
------------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
members to the official committee of unsecured creditors in the
Chapter 11 cases of Ambassadors International Inc.

The Creditors Committee members are:

      1. Wells Fargo Bank, National Association
         Attn: James R. Lewis, Esq.
         45 Broadway, 12th Floor
         New York, NY 10006
         Tel: (212) 515-5258
         Fax: (866) 524-4681

      2. Silverback Asset Management LLC
         Attn: Kurt Euler
         1414 Raleigh Road, Suite 250
         Chapel Hill, NC 27517
         Tel: (919) 969-4328
         Fax: (919) 969-9828

      3. David Greenhouse

      4. FineFoodandWineCruise.com
         Attn: Jonathan Baltuch
         2960 Pharr Ct. South, Suite 8 South
         Atlanta, GA 30305
         Tel: (404) 668-0278
         Fax: (404) 549-4164

      5. Sysco New Orleans LLC
         Attn: John Berry
         1451 River Oaks West
         Harahan, LA 70123
         Tel: (504) 731-3203
         Fax: (504) 731-3379

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 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 assets and $87.3 million in
debts as of Dec. 31, 2010.


ASPIRE INT'L: Had $1.57-Mil. Loss in 1st 9 Months of 2010
---------------------------------------------------------
Aspire International, Inc., last week filed with the U.S.
Securities and Exchange Commission quarterly reports on Form 10-Q
for the quarters ended March 31, 2010, June 30, 2010 and Sept. 30,
2010.

According to the latest Form 10-Q, the Company had a net loss of
$1,570,406 on $0 of sales for the nine months ended Sept. 30,
2010, compared with a net loss of $1,297,048 on $71,169 of sales
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2010 showed $1,134,145 in
total assets, $9,039,945 in liabilities, all current, and a
$7,905,800 stockholders' deficit.

A full-text copy of the quarterly report on Form 10-Q for the
first quarter of 2010 is available for free at http://is.gd/MvYMtu

A full-text copy of the Form 10-Q for the second quarter of 2010
is available for free at http://is.gd/jqom0Y

A full-text copy of the Form 10-Q for the third quarter of 2010 is
available for free at http://is.gd/0I0P03

                     About Aspire International

Markham, Ontario-based Aspire International, Inc., has acquired
MYGOS.NET, an online business-to-consumer shopping mall,
headquartered in Shenzhen, in the Guangdong province of China.
Mygos operates as a platform to allow users to start their own
businesses online and currently hosts over 80,000 active stores.

DNTW Chartered Accountants, LLP, in Markham, Canada, in its audit
report for the Company's financial statements for the year ended
Dec. 31, 2009, expressed substantial doubt about Aspire
International's ability to continue as a going concern.  The
independent auditors noted of the Company's significant cumulative
operating losses.  The Company reported a net loss of $1.7 million
on $71,169 of sales for 2009, compared with a net loss of $1.9
million on $170,415 of sales for 2008.


AWAL BANK: Court to Consider Approval of EnerTech Sale Tomorrow
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will hold a hearing on April 21, 2011, to consider approval of an
agreement to sell Awal Bank BSC's limited partnership interest in
EnerTech Capital Partners III.

Awal Bank is proposing to sell its interest after EnerTech's
general partner placed it in default following the bank's failure
to contribute as much as $1.5 million under a partnership
agreement with EnerTech, and threatened to take legal actions on
account of the unpaid capital contributions.

According to the sale agreement, the Debtor holds a limited
partnership representing an aggregate capital commitment of
$5,000,000 in Enertech.

Dritte Vermogensverwaltung Wolbern Private Equitiy Future 03 GmbH
of Grosser Grasbrook 9, 20457 Hamburg, Germany, is the purchaser.

The purchase price is $1 and the agreement by the Purchaser to pay
all capital calls now outstanding or arising in the future in
respect of the Partnership Interest.

The sale agreement calls for the private sale and transfer of Awal
Bank's interest free and clear of liens and encumbrances.  It also
provides for the assumption and assignment of the partnership
agreement to the purchaser of Awal Bank's interest.

The sale agreement is subject to the satisfaction of certain
conditions, which include the prior consent of the general
partner, court approval of the agreement and the execution of an
assumption and assignment agreement with EnerTech.  The deal can
be terminated if those conditions are not met by April 30, 2011.

A full-text copy of the sale agreement is available for free at
http://bankrupt.com/misc/AwalBank_SaleEnerTech.pdf

                          About Awal Bank

Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad
Group.  Awal Bank was principally an investment company that
provides wholesale banking services in Bahrain including the
acceptance of deposits and the making of loans.

Awal Bank was taken into administration by the Central Bank of
Bahrain on July 30, 2009, after defaulting on loans.  U.S. lawyers
for the bank said last year that under Bahrain law, Awal's
administrator had two years to decide if the bank should liquidate
or be returned to management and shareholders.

Stewart Hey, Esq., at Charles Russell LLP, as external
administrator of Awal Bank BSC, made a voluntary petition under
Chapter 15 of the U.S. Bankruptcy Code for the bank (Bankr.
S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, following the
administration proceedings.


BAKHTAVER IRANI: Borough Plans to Launch Tax Lien Sale in May
-------------------------------------------------------------
Denisa R. Superville at The Record reports that borough of
Closter, New Jersey, plans to hold a tax lien sale next month for
the Closter Plaza shopping center in an effort to recoup more than
$700,000 in back taxes, Mayor Sophie Heymann said.

According to the report, the borough had been blocked from selling
the tax certificates because Closter Plaza's owners, Aspi and
Bakhtaver Irani, had filed for bankruptcy protection two days
before a planned Dec. 10 sale.  U.S. Bankruptcy Court Judge Donald
H. Steckroth lifted the stay in February, which will allow the
borough to proceed with the sale while the case wends its way
through U.S. Bankruptcy Court in Newark.  In the advertisement for
the December sale, the Iranis owed $688,778 in 2010 municipal
property taxes.

Gary Norgaard, an Englewood-based attorney hired by the borough to
intervene in the bankruptcy proceeding, said Closter Plaza paid
$158,000 in first-quarter 2011 property taxes.

Daniel M. Stolz, the Iranis' bankruptcy attorney, said that the
Iranis want the borough to recoup its taxes and that the tax lien
sale would not hurt Closter Plaza.  Mr. Stolz said the Iranis were
hoping to enter into an agreement with Hekemian & Co. of
Hackensack to borrow the money to pay the taxes and have the
company manage the mall.  Judge Steckroth did not approve the
management agreement because he felt that Hekemian was not a
"disinterested party," Mr. Stolz said.

The Iranis are now talking with Millington-based Silbert Realty &
Management Co., to step in as interim managers for Closter Plaza
and a mall in Lodi that the Iranis own.  The Iranis are also in
discussion with 10 "very well-heeled, very prominent companies" as
part of a reorganization plan, The Record quotes Mr. Stolz as
saying.

Mr. Stolz plans to file a reorganization plan for the Iranis with
the Bankruptcy Court within 60 days.

Bakhtaver and Aspi Irani, owners of the Closter Plaza mall in New
Jersey, filed for Chapter 11 protection (Bankr. D. N.J. Case No.
10-47961 in Newark, New Jersey on Dec. 8, 2010.  The Debtors
disclosed assets and debts of $10 million to $50 million.  Daniel
Stolz, Esq., at Wasserman, Jurista & Stolz, in Millburn, serves as
counsel to the Debtors.


BARBARA BOUCHEY: Judge Dismisses Case Due to Faulty Disclosure
--------------------------------------------------------------
James M. Odato at the Times Union reports that Barbara J. Bouchey,
an area financial planner who broke away from the cult-like group
NXIVM, had her bankruptcy case dismissed by Judge Robert E.
Littlefield Jr., saying that errors were caused by a combination
of ignorance by her and poor guidance by lawyers she ended up
firing.

According to the report, the judge was troubled by an amendment to
her Chapter 11 filing to include the value of antiques in her
Waterford home, which added $38,000 to the $13,000 in household
items she had disclosed initially in June 2010.

The Times Union says that by throwing out the bankruptcy, Judge
Littlefield may have helped Ms. Bouchey in the short term to
escape a series of legal headaches.  More than four dozen
subpoenas recently issued by NXIVM-related adversaries within the
bankruptcy case will be rendered moot.  Her case had drawn an
extraordinary amount of litigation from her former clients, Sara
and Clare Bronfman, wealthy sisters who are key members of NXIVM,
and from NXIVM itself.  In 2009, Ms. Bouchey broke from the
Colonie-based personal development training group, which some
critics have labeled a cult.

According to the report, William F. Savino, the Bronfmans' lawyer,
calling for converting her case to a Chapter 7 liquidation,
accused Ms. Bouchey of "reckless disregard for the truth" and of
acting like a "martyr."  He said she would have more time to tend
to her finances if she had not traveled to California.  Earlier
this week, Ms. Bouchey was a witness in Los Angeles for defendants
sued by the Bronfmans.

Based in Waterford, New York, Barbara J. Bouchey filed for Chapter
11 bankruptcy protection (Bankr. N.D.N.Y. Case No. 10-12207) on
June 11, 2010.  Judge Robert E. Littlefield Jr. presides over the
case.  Richard Croak, Esq., represents the Debtor in its
restructuring efforts.  The Debtor estimated assets of less than
$50,000, and debts of between $1 million and $10 million.


BAYONNE MEDICAL: Installs ER Wait-Time Billboards
-------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that patients at the Bayonne Medical Center will be able
to view real-time Emergency Room wait times at the hospital
through billboards situated in the New Jersey Turnpike near the
Holland Tunnel and in Journal Square in Jersey City.

DBR says the billboards are one of several new initiatives the new
owners of the 278-bed general hospital has undertaken since buying
it out of bankruptcy in 2008.  Bayonne Medical Center also debuted
a new cardiovascular laboratory and won the New Jersey health
department's designation as an expert in diagnosing and treating
strokes.

                      About Bayonne Hospital Center

Established in 1888, Bayonne Hospital Center --
http://www.BayonneMedicalCenter.org/-- operated a 278-bed, fully
accredited, award-winning acute-care hospital located in Hudson
County, N.J.  Bayonne Medical Center sought Chapter 11 protection
(Bankr. D. N.J. Case No. 07-15195) April 16, 2007.  Lawrence C.
Gottlieb, Esq., Adam C. Rogoff, Esq., and Eric J. Haber, Esq., at
Cooley Godward Kronish LLP, represented the Debtor in its
restructuring efforts.  Stephen V. Falanga, Esq., at Connell Foley
LLP, was the Debtor's local counsel.  Kurtzman Carson Consultants
LLC was the Debtor's claims and noticing agent.  Andrew H.
Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis
Epstein & Gross PC, represented the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of less than $100
million.  The Bankruptcy Court approved the sale of the hospital
for $41.5 million, consisting of $100,000 in cash, assumption of
$7 million owed to one secured creditor, and assumption of other
pre- and post-bankruptcy obligations.  The Debtor filed its first
amended joint plan of liquidation on Feb. 23, 2009, and the
Bankruptcy Court confirmed the plan on Apr. 9, 2009.

Allen D. Wilen, a restructuring and bankruptcy partner with
EisnerAmper LLP, was appointed liquidating trustee and estate
representative under the Chapter 11 plan.


BERNARD L. MADOFF: U.S. Seeks Dismissal of Investor's Claim
-----------------------------------------------------------
Linda Sandler and Bob Van Voris, writing for Bloomberg News,
report that U.S. Attorney Preet Bharara in Manhattan seeks to
dismiss a claim by an investor in Bernard Madoff's defunct
investment company as part of a $7.2 billion settlement.  U.S.
prosecutors and the trustee liquidating Madoff's firm settled a
suit against the estate of billionaire Jeffry Picower for $7.2
billion in December.  Asking a Manhattan judge to dismiss the
investor's claim, Mr. Bharara said he was seeking a final order of
forfeiture to close the case.  The investor holding up closure of
the case, Adele Fox, has no "property interest" in the Picower
funds and hasn't yet proved her "victimhood," Mr. Bharara said in
an April 15 filing in U.S. District Court in Manhattan.

                      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.


BOWE BELL + HOWELL: To Sell Asset to Versa; Files Bankruptcy
------------------------------------------------------------
Bowe Bell + Howell sought Chapter 11 bankruptcy protection in the
U.S. as part of a deal to itself to creditor Versa Capital
Management Inc. to pay off debt.

Bowe Bell + Howell said it has entered into an asset purchase
agreement with Versa Capital Management, Inc. under which Versa
and its co-investment partner Access Value Investors, Inc., would
acquire substantially all of BBH's assets.  Versa holds the
majority of BBH's outstanding secured debt, which will be resolved
through the sale.

Lead debtor Bowe Systec, Inc., along with affiliates, filed
Chapter 11 petitions in Delaware (Bankr. D. Del. Lead Case No. 11-
11186), estimating debt of $100 million to $500 million.

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

BBH claims to be one of two leaders nationally in high volume
production mail solutions, offering a combination of hardware,
services and software to high volume mailers worldwide including
financial and insurance firms, government agencies, services
bureaus, utilities, and direct-mail firms and others.

The Debtors' history dates back to 1936 when the founder of what
would later become Bell + Howell invented, patented and produced
the first automated mail inserting machine.  In 2003, Bell +
Howell was acquired by Bowe Systec AG, a German competitor of Bell
+ Howell, thereby combining their North American mailing
operations and changing the name of Bell + Howell to "Bowe Bell +
Howell".  The Debtors are each direct or indirect subsidiaries of
Bowe Systec.

Closely held Boewe Bell + Howell employs about 1,600 people.

"While the past few years have been challenging for most
businesses, they have been especially so for BBH due to a variety
of legacy factors," Chief Executive Officer George Marton said in
a statement.  "We have also received commitments from Versa to
provide new financing."

                German Insolvency Proceeding

In May 2010, Bowe Systec commenced an insolvency proceeding in
Germany and, as a consequence, Bowe Systec's North American
distribution agreements with the Debtors were voided.

On Sept. 2, 2010, the administrator appointed in the German
insolvency proceeding agreed to sell substantially all of Bowe
Systec's assets to a Swiss private equity firm, Axentum Capital
AG.  When Axentum Capital AG was unable to complete the
transaction, the administrator regained control of the assets
(forming BS GmbH) and subsequently sold the assets to the Possehl
Group.  The Debtors were not parties to the German insolvency
proceeding, nor were they involved in the transaction with the
Possehl Group.

                   Capital and Debt Structure

The Debtors have $121 million owing on a secured debt to lenders
led by Harris N.A., a national banking association, as agent, for
term loans and revolving loans provided prepetition.

In March 2011, Versa Capital Management, Inc, a private equity
firm with an interest in acquiring the Debtors or their assets,
began purchasing the secured claims of certain of the Prepetition
Lenders with the intention of submitting a credit bid for the
Debtors' assets pursuant to 11 U.S.C. Sec. 363(k) of the
Bankruptcy Code.  As of the Petition Date, Versa had control over
approximately 60% of the outstanding debt under the Prepetition
Facility and had acquired the balance of the Prepetition Facility
subject to confirmed trades which are in the process of closing.

The Company owes $10.9 million to its pension plan, also its
second-biggest unsecured creditor, according to the bankruptcy
filing.

               Sale to Versa or Winning Bidder

Versa holds a majority of Boewe Bell + Howell's debt, which will
be resolved through the sale of the company, Boewe Bell + Howell
said in a statement distributed by Business Wire.

On April 18, 2011, Contrado BBH Funding, LLC and a Canadian
corporation to be formed prior to closing, as purchasers and each
wholly owned subsidiaries of Versa, entered into with the Debtors
an Asset Purchase Agreement, whereby they agreed to purchase
substantially all of the Debtors' assets.  Pursuant to the terms
of the Stalking Horse Agreement, the aggregate consideration for
the Debtors' assets will include (i) a credit bid consisting of
amounts outstanding under the DIP Facility provided to be provided
by Versa and the Prepetition Facility, (ii) cash in the amount of
C$302,000 attributable to the assets of BBH Canada, (iii) the
payment of all cure amounts relating to any contracts and leases
to be assigned in connection with the transaction and (iv) the
assumption of certain liabilities.

The Debtors will be filing a motion with the U.S. Bankruptcy Court
on or about the Petition Date seeking approval of certain bidding
procedures in connection with an approximately 45-day sale process
followed by approval of a sale of the Debtors' assets to the
highest and best bidder as determined at an auction.

"We are very pleased that firms with Versa and AVI's expertise and
financial strength have chosen to acquire our company's assets,
recognizing our strong brand and compelling future prospects,"
said George Marton, BBH chief executive officer.  "While the past
few years have been challenging for most businesses, they have
been especially so for BBH due to a variety of legacy factors that
will now be behind us.  Our management and the rest of BBH's 1,600
employees have been working diligently for some time to implement
a number of positive actions to strengthen our competitive
capabilities, including enhancing our product offerings, while
also reducing operating costs, and these efforts are beginning to
yield results.

                         The DIP Facility

In connection with the Chapter 11 cases, BBH as U.S. Borrower and
BBH Canada as Canadian Borrower, and each of the other Debtors, as
guarantors, and Contrado BBH Investments, LLC, a wholly-owned
subsidiary of Versa, and one or more additional lenders party from
time to time have entered into a Senior Secured, Super-Priority
Debtor-in-Possession Credit and Guaranty Agreement, dated as of
April 18, 2011.

Pursuant to the DIP Facility Agreement, the DIP Facility Lenders
have agreed to provide postpetition financing up to the aggregate
principal amount of $127.2 million.  The DIP Facility will be used
to, among other things, provide the Debtors with adequate working
capital and to cover any administrative obligations incurred
during the course of the Chapter 11 cases.

                          Business as Usual

The Debtors' CFO Michael Wilhelm relates that to preserve the
value of their business to the fullest extent possible, the
Debtors' immediate objective is to maintain "business as usual"
following the commencement of the Chapter 11 cases by minimizing
any adverse impact of the chapter 11 filings on the Debtors'
operations.

To minimize any adverse effects on their business as a result of
the commencement of the Chapter 11 Cases, the Debtors request
various types of relief in certain "first day" applications and
motions.  The First Day Motions seek relief, among other things,
to: (a) continue the Debtors' operations while in chapter 11 with
as little disruption as possible; (b) maintain the confidence and
support of key constituencies; and (c) establish procedures for
the smooth and efficient administration of the Chapter 11 cases.

                     About Versa Capital

Philadelphia-based Versa Capital Management, Inc. is a private
equity investment firm with $950 million of committed capital
under management that is focused on control investments in special
situations involving middle market companies where value and
performance growth can be achieved through enhanced operational
and financial management. AVI is a Chicago-based private equity
firm that is also affiliated with AEG Partners LLC, a
restructuring management firm that will provide restructuring
services to Versa and AVI.

                   About BOWE BELL + HOWELL

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


BOWE BELL + HOWELL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Bowe Systec, Inc.
        760 Wolf Road
        Wheeling, IL 60090

Bankruptcy Case No.: 11-11187

Affiliates that simultaneously filed separate Chapter 11
petitions:

        Debtor                              Case No.
        ------                              --------
Bowe Bell + Howell Holdings, Inc.           11-11186
BBH, Inc.                                   11-11188
Bowe Bell + Howell Company                  11-11189
Bowe Bell + Howell Postal Systems Company   11-11190
BCC Software, Inc.                          11-11191
Bowe Bell + Howell International Ltd.       11-11192

Chapter 11 Petition Date: April 18, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtors' Counsel: Lee E. Kaufman, Esq.
                  Mark D. Collins, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  920 North King Street
                  One Rodney Square
                  Wilmington, DE 19801
                  Tel: (302) 651-7582
                  Fax: (302) 651-7701
                  E-mail: kaufman@rlf.com
                          collins@rlf.com

Debtors'
Special
Corporate
Counsel:          MCDERMOTT WILL & EMERY

Debtors'
Financial
Advisors:         FOCUS MANAGEMENT GROUP

Debtors'
Investment
Banker:           LAZARD MIDDLE MARKET LLC

Debtors' Claims
and Notice Agent: THE GARDEN CITY GROUP, INC

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

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

The petition was signed by Oliver Bialowons, chairman of the board
of directors.

Consolidated List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bwe Systec GmbH                   Contract            $12,788,783
Werner-Von-Siemens, Str. 1         Obligations and
86159 Augsburg                     Trade Debt
Germany

Pension Benefit Guaranty           Employees           $10,926,919
Corporation                        Pension Obligations
1200K Street N.W., Suite 270
Dept. of Insurance Supervision
and Compliance
Washington, DC 20005-4026

Litigation Counter-Parties in      Settlement           $3,704,531
Settled Federal Action             of Lawsuit
c/o Lisa Carney Eldridge, Esq.
Thorp Reed & Armstrong, LLP
One Commerce Square,
2005 Market Street, Suite 190
Philadelphia, PA 19103

Bwe Systec Vertriebs- und         Trade Debt           $2,428,745
Service GmbH
Hans-Mess-Strasse 3
61440 Oberursel
Germany

Bwe Cardtech GmbH                 Trade Debt           $1,302,853
Ballhorner Feld 28
33106 Paderborn
Germany

American Express                   Employee               $539,924
P.O. Box 981540                    Travel Expenses
El Paso, TX 79998-1540

Choice Precisions Machine Inc.     Trade Debt             $375,745
4380 Commerce Drive
Whitehall, PA 18052

Sefas Innovation Inc.              Trade Debt             $343,732
405 Park Avenue
c/o Access Capital Inc.
New York, NY 10002

Arrow Electronics                  Trade Debt             $300,950
13469 Collections Center Drive
Chicago, IL 60693

MEP Technologies                   Trade Debt             $256,200
3100 Peugot
Laval, QC H7L 5C6
Canada

Sherlock Systems Inc.              Trade Debt             $255,474
1584 Barclay Boulevard
Buffalo Grove, IL 60089

Remcal Products Corp.              Trade Debt             $232,154

Dell Financial Services LP         Trade Debt             $212,932

VI Manufacturing                   Trade Debt             $207,363

PNC Equipment Finance              Trade Debt             $179,641

United Van Lines                   Trade Debt             $157,071

Parascript LLC                     Trade Debt             $152,708

Britech Inc.                       Trade Debt             $151,242

Henderson Industries               Trade Debt             $148,379

Buskro Ltd.                        Trade Debt             $147,674


BROWN PUBLISHING: To Present Plan for Confirmation on June 2
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
approved the adequacy of the Third Amended Disclosure Statement
explaining the Second Amended Chapter 11 Plan of Liquidation of
Brown Publishing Company and its debtor-affiliates.

A hearing is set for June 2, 2011, at 11:00 a.m., at Courtroom 760
to consider confirmation of the Plan.  Objections, if any, are due
May 23, 2011.

U.S. Bankruptcy Judge Dorothy Eisenberg in Central Islip, Long
Island, approved the explanatory disclosure statement on April 15.

The Debtors have sold substantially all of their assets.  Under
the Plan, a liquidating trustee will be appointed and will
undertake to liquidate the Debtors' remaining assets, resolve all
outstanding claims against, and interests in, the Debtors, and
investigate, and, if appropriate, pursue any causes of action that
may belong to the Debtors' estates.

As reported in the March 28, 2011 edition of the Troubled Company
Reporter, the plan, as amended, resulted from settlement of a
lawsuit the official creditors' committee brought against first-
lien lenders who bought the Debtors' assets.

The Debtors, the Official Committee of Unsecured Creditors and PNC
Bank, N.A., as agent for the Debtors' prepetition secured first
lien lenders have reached an agreement regarding a global
resolution of the primary outstanding issues in the cases,
including the adversary proceeding commenced by the Committee
against the First Lien Lenders entitled The Official Committee of
Brown Publishing Company, et al. v. PNC Bank, N.A., et al. (Adv.
Pro. No. 10-8300).  The deal is incorporated in the Amended Plan.

Under the First Amended Plan, up to $275,000 would be set aside
for the sole benefit of the holders of Class 3 General Unsecured
Claims other than the First Lien Lenders -- GUC Gift -- which will
be funded out of the proceeds generated by the sale or other
disposition of the assets remaining in the Debtors' estates on the
effective date of the First Amended Plan.  Once the GUC Gift has
been fully funded and a $620,000 cash advance that the Debtors'
prepetition secured first lien lenders have agreed to provide to
the liquidating trustee on the effective date has been repaid, 70%
of each dollar of any additional net proceeds realized from the
disposition of the Remaining Assets will be paid to the First Lien
Lenders on account of their deficiency claim. The remaining 30% of
each dollar of any additional net proceeds -- GUC 30% -- will be
used (i) first to satisfy the Professional Fee Shortfall, if any,
until paid in full and (ii) thereafter to be paid into a
segregated account -- GUC Account -- and held until the Final
Distribution Date for distribution to the holders of Class 3A
General Unsecured Claims.

A full-text copy of the Third Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?75ae

                      About Brown Publishing

The Brown Publishing Company, Brown Media Holdings Company and
their subsidiaries filed for Chapter 11 bankruptcy (Bankr.
E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1,
2010.  BPC estimated $10 million to $50 million in assets and
debts in its Chapter 11 petition.  Edward M. Fox, Esq., and Eric
T. Moser, Esq., at K&L Gates LLP, serve as counsel for the
Debtors.

BPC is a privately held community news and information
corporation, organized under the laws of the State of Ohio that,
prior to the sale of its assets, had been one of the largest
newspaper publishers in Ohio, and also operated publications in
Illinois, South Carolina, Texas and Utah.  On Sept. 3, 2010, the
Debtors completed the sale of substantially all of their assets.
Brown Publishing sold most of its assets to Ohio Community Media
LLC, which was formed by the Company's lenders, for about $21.8
million.  Brown Publishing's New York newspaper group, Dan's
Papers Inc., was sold to Dan's Papers Holdings LLC for about $1.8
million.


BURGER KING HOLDINGS: Fitch Cuts Issuer Default Rating to 'B-'
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on Burger King
Holdings, Inc. (Burger King; NYSE: BKC) and its related entities.
Fitch has downgraded these ratings:

Burger King Holdings, Inc.

   -- Long-term Issuer Default Rating (IDR) to 'B-' from 'B'.

Burger King Corporation

   -- Long-term IDR to 'B-' from 'B'.

Fitch has simultaneously affirmed Burger King Corporation's issue-
level ratings:

   -- $1,600 million Secured term loan facility 'BB-/RR1;
   -- EUR200 million Secured term loan facility 'BB-/RR1';
   -- $800 million senior unsecured notes 'CCC/RR5'.

Finally, Fitch has assigned new ratings to:

Burger King Capital Holdings, LLC and Burger Capital Finance, Inc.
(Co-Issuers)

   -- Long-term IDR 'B-'
   -- $685 million principal Senior discount notes 'CC/RR6'.

The Rating Outlook is Negative.

The downgrades and the Negative Outlook are due to the
incremental leverage from the issuance of $685 million principal
amount 11% senior discount notes due Feb. 15, 2019.  In addition,
deleveraging will likely take longer than Fitch had originally
anticipated.  Total adjusted debt-to-operating EBITDAR (defined as
total debt plus eight times gross rent expense-to-earnings before
interest, taxes, depreciation and gross rents) pro forma for the
debt issuance is approximately 7.1 times (x).

Key rating drivers include on-going same store sales (SSS)
performance, free cash flow (FCF- defined as cash flow from
operations less capital expenditures and dividends) generation,
and debt repayment.  Should rent-adjusted leverage remain above
7.0x, FCF deteriorates, or financial covenants be violated,
additional downgrades could occur.  Conversely, material
deleveraging combined with consistent SSS and revenue growth along
with meaningful FCF generation would be positive for the ratings.

Fitch views the new notes as structurally subordinated to Burger
King's existing $800 million 9.875% senior unsecured notes and
therefore rates them a notch lower.  The senior discount notes
were co-issued by Burger King Capital Holdings and Burger Capital
Finance, Inc., and are not guaranteed.  The 9.875% notes were
issued by Burger King Corporation and are closer to operating
assets.

Fitch believes Burger King's operating earnings and cash
flow could be negatively affected by the company's weak SSS
performance, particularly in North America, and elevated
commodity costs.  Burger King expects to generate $85 million --
$110 million of annual cost savings from its cost reduction
programs but has indicated that the timing of achieving the full
run-rate is uncertain.

Burger King plans to use a portion of the approximate
$393.5 million of net proceeds to either make a strategic
investment or to make a return of capital distribution to their
indirect equity holders before the end of 2011.  Fitch views
either of these options negatively given continued challenges
with Burger King's core operations and its overall system.  The
new management team has outlined efforts it has begun in order
to increase the effectiveness of its marketing, improve sales
performance, and remodel stores.  However, Fitch believes any
benefits from these efforts will take time to accrue and therefore
believes risks to the underlying business remain.

Burger King's liquidity is adequate and at Dec. 31, 2010, included
$207 million of cash and $116.1 million of availability on its
revolver due Oct. 19, 2015. For the latest 12-month (LTM) period
ending Dec. 31, 2010, Fitch estimates that the company generated
$22 million of FCF.  LTM FCF is substantially lower than the
comparable 12-month period due to transaction-related expenses and
restructuring charges.

Near-term maturities are limited until the company's term loans
become due in 2016.  Term loans amortize at a rate of 0.25%
quarterly with the balance payable at maturity.  The company's
credit facility subjects it to various financial covenants,
including a maximum total leverage ratio, not adjusted for leases,
of 7.5x through June 30, 2011, falling by 0.25x to 4.5x after
June 30, 2016.  Burger King's Feb. 15, 2011 amendment to its
secured credit facility was viewed positively as it will reduce
annual interest expense by approximately $32 million.

The 'RR1' Recovery Rating on Burger King's secured debt reflects
Fitch's opinion that recovery prospects on these obligations are
outstanding at 91%-100%.  However, the 'RR5' rating on the
company's senior unsecured notes incorporates Fitch's view that
recovery prospects would be below average at 11%-30% if these
notes went into default.  Finally, the 'RR6' rating on the senior
discount notes reflects Fitch's view that these notes are
structurally subordinated to the other debt in Burger King's
capital structure and that recovery prospects would be poor or 10%
or less in a distressed situation.


BUTTERMILK TOWNE: Access to BofA Cash Collateral Expires June 4
---------------------------------------------------------------
Buttermilk Towne Center, LLC sought and obtained approval from the
U.S. Bankruptcy Court for the Eastern District of Kentucky to use
cash collateral until June 4, 2011.  The Court's order provides
that Buttermilk Towne can use the cash collateral to pay its
expenses as well as to make adequate protection payments to Bank
of America N.A.

                 About Buttermilk Towne Center LLC

Cincinnati, Ohio-based Buttermilk Towne Center LLC, owns and
operates a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Ky. Case No. 10-21162) on April 28, 2010.  Timothy J. Hurley,
Esq., and Paige Leigh Ellerman, Esq., at Taft Stettinius &
Hollister LLP, in Cincinnati, Ohio, serve as the Debtor's counsel.
The Company disclosed $28,999,954 in assets and $41,085,856 in
liabilities as of the Petition Date.


CAREMERICA INC: Court Rules on Preference Suit v. First Eastern
---------------------------------------------------------------
James B. Angell, the Chapter 7 Trustee for Caremerica, Inc., sued
First Eastern, LLC, to recover alleged fraudulent and preferential
transfers.  Within the one-year period prior to the Petition Date,
the Debtors made transfers to First Eastern totaling $320,912.
The Chapter 7 Trustee asserts that First Eastern is an insider,
given its connections to entities that are parties to management
agreements with the Debtors.

In his April 15, 2011 Order, Bankruptcy Judge J. Rich Leonard
ruled on motions for summary judgment filed by the parties to the
lawsuit.  A copy of the Court's order is available at
http://is.gd/c0uhqffrom Leagle.com.

On Sept. 15, 2006, Caremerica, Inc., Caremerica Adult Care, Inc.,
The Meadows of Hermitage, Inc., The Meadows of Fayetteville Inc.,
and The Meadows of Wilmington, Inc., operators of adult care homes
in eastern North Carolina, filed Chapter 11 petitions (Bankr.
E.D.N.C. Case No. 06-02913), and the cases were subsequently
converted to chapter 7 liquidating proceedings.  On Feb. 4, 2008,
the court entered an order allowing the substantive consolidation
of the Debtors and the appointment of a trustee.  James B. Angell
serves as the Chapter 7 Trustee, and is represented by Philip W.
Paine, Esq., at Howard, Stallings, From & Hutson, P.A., in
Raleigh, N.C.


CARIAN MANAGEMENT: Wins Confirmation of Reorganization Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
confirmed the Chapter 11 plan of reorganization of Carian
Management, Inc., on March 30, 2011.

According to the court-approved Disclosure Statement, the Plan
will be substantially supported by Carian Management's operations
and the possible sale or surrender of assets in payment to its
creditor Banco Popular de Puerto Rico, if necessary, to ensure its
operation.

Prior to the confirmation, Carian Management made revisions to its
restructuring plan.  A full-text copy of the Amended Plan dated
March 18, 2011, is available without charge at:

   http://bankrupt.com/misc/Cariam_AmPlanMarch18.pdf

                   About Carian Management, Inc.

Dorado, Puerto Rico-based Carian Management, Inc.'s prime business
is the ownership, maintenance and development of the real property
that it leases to its sister company, AAA Imports and other
customers.  The Company filed for Chapter 11 protection (Bankr. D.
P.R. Case No. 10-04052) on May 13, 2010.  Carmen D. Torres, Esq.,
at the Law Offices of C. Conde, assists the Debtor in its
restructuring effort.  The Debtor estimated assets and debts at
US$10 million to US$50 million as of the petition date.

The Debtor's affiliate, AAA Imports, Inc., filed a separate
Chapter 11 petition on May 12, 2010.


CATALYST PAPER: Snowflake Mill to Take Production Curtailment
-------------------------------------------------------------
Catalyst Paper announced that its Snowflake mill will curtail
production by approximately 5,500 tonnes of recycled newsprint in
order to adjust for limited availability of affordable, quality
waste paper.

The move also reflects the company's ongoing commitment to
balancing production with orders and to keeping inventory levels
in check.  The downtime totals approximately six days over the
next several weeks and will be used to carry out maintenance
activities, including a three-day mill-wide shut, preventing the
need for employee layoffs.

The Snowflake mill has annual production capacity of 337,000
tonnes of recycled newsprint and uncoated specialty papers and is
chain of custody certified to the Forest Stewardship Council
standard.  The operation supports recovery and domestic recycling
of more than 480,000 tons of waste paper annually and is the
second largest private sector employer in northeast Arizona.

                       About Catalyst Paper

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

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

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

                          *     *     *

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


CENTURION PROPERTIES: Disclosure Statement Hearing on June 7
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
will hold a hearing on June 7, 2011, to consider the adequacy of
the disclosure statement explaining Centurion Properties III LLC's
Chapter 11 plan of reorganization.

The Court ordered Centurion Properties to file and serve an
amended plan and disclosure statement by April 29, 2011.

As reported in the March 1, 2011 edition of the Troubled Company
Reporter, the Plan filed Jan. 20, 2011, provides for the
reorganization of CPIII's debts and the continued ownership of the
Battelle Property.  The Debtor will continue with litigation to
determine the nature, extent and amount of debt owed to certain
classes of creditors holding disputed claims.  The Plan provides
for the refinancing of Allowed Secured Claims and payment to other
classes of Claims using ongoing revenue derived from lease
payments.  CPIII intends to fully consummate the Plan within 36
months, with payment in full of all allowed claims.

General Electrical Capital Corporation, the Debtor's prepetition
lender owed $70.8 million, will receive monthly interest payments
at $308,769 on its allowed claim for 36 months.  At the end of 36
months, GECC will be paid in full any unpaid amount, if any, of
its Allowed Claim.

Holders of General Unsecured Claims will be paid within 90 days of
the Plan effective date.  They will receive interest on account of
their Allowed Claim.

A copy of CPIII's disclosure statement, dated Jan. 20, 2011, is
available at:

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

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring, owning,
operating and managing the real estate project known as the
Battelle Leaseholds located in Richland, Washington.  Its sole
asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, assists the Company in its restructuring
effort.  The United States Trustee has been unable to appoint a
creditors committee in the case.  The Company estimated its assets
and debts at $50 million to $100 million.


CENTURION PROPERTIES: Has Access to Cash Collateral Until June 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
issued an amended order authorizing Centurion Properties III LLC
to continue to use the cash collateral of its pre-bankruptcy
lender General Electric Capital Corporation.

The order authorizes Centurion Properties to use the cash
collateral for the period April 1 to June 30, 2011, in accordance
with the requirements of its leases with Battelle and consistent
with the court-approved budgets.  The Debtor previously obtained
an order allowing it to use cash collateral until March 30, 2011.

Centurion Properties is required to prepare its budget for the
three-month period commencing July 1, 2011.  The budget will be
submitted to GECC for approval by June 15,2011, and a hearing for
the approval will take place by June 30, 2011.

All revenues from the Battelle property will be deposited into the
money market account to be controlled solely by Centurion
Properties.  In case Centurion Properties has any right to the
funds in the account, GECC would be granted a first priority
perfected security interest and lien on the account and Centurion
Properties' right in those funds.

As adequate protection of GECC's interest in the property securing
its prepetition secured claims, Centurion Properties is required
to pay $330,000 to GECC on or before the first day of each month.

GECC was also granted a first priority perfected security interest
and lien on all property constituting "mortgaged property," and
will be entitled to rights afforded by Section 507(b) of the
Bankruptcy Code.

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring, owning,
operating and managing the real estate project known as the
Battelle Leaseholds located in Richland, Washington.  Its sole
asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, assists the Company in its restructuring
effort.  The United States Trustee has been unable to appoint a
creditors committee in the case.  The Company estimated its assets
and debts at $50 million to $100 million.


CENTURY INDEMNITY: Fitch Holds B- Insurer Fin'l Strength Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings of ACE Limited and its
subsidiaries (collectively, ACE).  Additionally, Fitch has
assigned an 'AA-' Insurer Financial Strength rating (IFS) to Agri
General Insurance Company (AGIC).  At the same time, Fitch has
withdrawn its rating on ACE's subsidiary, Westchester Fire
Insurance Company (WFIC), subsequent to its merger with ACE
Indemnity Insurance Company (which was immediately renamed WFIC).
The Rating Outlook is Stable.

Fitch has assigned these ratings:

Agri General Insurance Company
   -- Insurer Financial Strength Rating (IFS) at 'AA-'.

Fitch has affirmed and withdrawn this rating:

Westchester Fire Insurance Company
   -- IFS at 'AA-'.

Fitch has affirmed these ratings:

Century Indemnity Company
   -- IFS at 'B-'.

ACE Limited
   -- Issuer Default Rating (IDR) at 'A+'.

ACE INA Holdings Inc.
   -- IDR at 'A+';
   -- $500 million senior notes due 2014 at 'A';
   -- $450 million senior notes due 2015 at 'A';
   -- $700 million senior notes due 2015 at 'A';
   -- $500 million senior notes due 2017 at 'A';
   -- $300 million senior notes due 2018 at 'A';
   -- $500 million senior notes due 2019 at 'A';
   -- $100 million senior debentures due 2029 at 'A';
   -- $300 million senior notes due 2036 at 'A'.

ACE Capital Trust II
   -- $300 million capital securities due 2030 at 'BBB+'.

ACE American Insurance Company
ACE Bermuda Insurance Limited
ACE Fire Underwriters Ins. Company
ACE Insurance Company of the Midwest
ACE Property and Casualty Insurance Company
ACE Tempest Reinsurance Limited
Atlantic Employers Insurance Company
Bankers Standard Fire & Marine Company
Bankers Standard Insurance Company
Combined Insurance Company of America
Combined Life Insurance Company of New York
Illinois Union Insurance Company
Indemnity Insurance Company of North America
Insurance Company of North America
Pacific Employers Insurance Company
Westchester Fire Insurance Company (F/K/A ACE Indemnity Insurance
Company)
Westchester Surplus Lines Insurance Company
   -- IFS at 'AA-'.

The Rating Outlook is Stable.

Fitch's affirmation reflects ACE's recent strong operating
performance, solid balance sheet and financial flexibility, and
diverse sources of revenues and earnings.  Partially offsetting
these positives is the effect of modestly rising accident-year
combined ratios and the effect of continued significant
competition in the company's chosen markets.

Fitch views ACE's recent operating performance as strong
characterized by improved investment performance and low combined
ratios, reflecting modest consistent favorable reserve
development, and manageable catastrophe losses.  ACE reported net
income of $3.1 billion for the year ended Dec. 31, 2010 versus
$2.5 billion for 2009 in the midst of a difficult economic
environment and a competitive property/casualty market.  The
company reported continued strong underwriting profitability as
evidenced by a combined ratio of 90.2% for the year ended Dec. 31,
2010, its eighth consecutive year with a combined ratio under
100%.  Fitch notes that it expects first quarter catastrophe
losses, including the New Zealand and Japan earthquakes, to impact
ACE's earnings, but not result in a material capital event.

ACE has steadily grown its ordinary shareholders' equity with
solid earnings. As a result, ordinary shareholders' equity has
increased by 93% since year-end 2005 to $23 billion at Dec. 31,
2010.  Tangible equity has grown in conjunction with the growth in
shareholders' equity and has more than tripled since 2001.  Fitch
also notes that ACE, unlike many of its peers, has not repurchased
shares during the current soft market other than in December 2010
when ACE repurchased $303 million of common shares in order to
partially offset potential dilution related to share-based
compensation plans.

The rating actions also consider the results of Fitch's stress
test results of ACE's investment portfolio.  Fitch believes that
these results demonstrate ACE's ability to withstand potential
near-term investment losses and volatility without a material
impact on its capitalization.

Fitch's rating on ACE's indirect subsidiary, Century Indemnity Co.
(Century), reflects Fitch's view that the company's importance to
ACE is limited due to Century's run-off status and thin
capitalization.  The company maintains inactive operations largely
consisting of asbestos and environmental (A&E) reserves that are
in run-off.  Fitch views Century's potential A&E exposure as an
increasingly smaller component of ACE's overall exposures.

Fitch has assigned its 'AA-' IFS rating to AGIC, the insurance
operating subsidiary of Rain and Hail Insurance Service, Inc.
which ACE recently acquired in December 2010.  The rating
rationale is based on Fitch's group rating methodology and the
inclusion of AGIC within the ACE American pool group.  Fitch views
AGIC as a core part of ACE's global operations.  At the same time,
Fitch has withdrawn its rating on ACE's subsidiary, WFIC, as a
result of the company's merger with an affiliated company, ACE
Indemnity Insurance Company.  The purpose of the merger was to
relocate WFIC to Pennsylvania from New York to simplify ACE's
business processes.  Immediately following the merger, the
combined company was renamed WFIC.

Key rating drivers that may lead to an upgrade include continued
strong operating performance with a combined ratio consistently
under 95%, material stockholders' equity growth, and maintaining a
track record of successful acquisition execution while managing
financial leverage to under 25% total debt to capital.

Key rating drivers that may lead to a downgrade include a
sustained material deterioration in operating performance such
that the combined ratio is consistently over 100% (unprofitable),
a significant reduction in stockholders' equity that is not
recovered in the near term, and financial leverage consistently
over 30%.

Potential for future acquisitions and the associated integration
risks and company profile changes could lead to both positive and
negative pressure on the ratings, depending on the acquisition
details.


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.


CLEAN BURN: Has Access to Cash Collateral Until Sept. 4
-------------------------------------------------------
Clean Burn Fuels, LLC, sought and obtained interim authorization
from the Hon. Thomas W. Waldrep, Jr., of the U.S. Bankruptcy Court
for the Middle District of North Carolina to use cash collateral
until Sept. 4, 2011.

Prepetition, the Debtor and Cape Fear Farm Credit, for itself and
as agent/nominee for other lending institutions, entered into a
Credit Agreement, wherein the Lender agreed to (i) lend to the
Debtor up to $63 million in term loans for the construction of the
Debtor's ethanol plant, and (ii) provide the Debtor with a
$6 million revolving line of credit.  The Debtor and Lender also
entered into seven separate amendments to the Credit Agreement
between November 2008 and August 2010.  Pursuant to the Loan
Documents, the Lender is owed approximately $66,006,639 plus
interest and fees accrued as of the Petition Date secured by a
first mortgage lien on the Plant and a security interest in other
assets of the Debtor, including equipment, inventory, accounts,
deposit accounts, general intangibles and the proceeds thereof.

John A. Northen, Esq., at Northen Blue, LLP, explained that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.  The Debtor will use the collateral pursuant to
a budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtor will provide
the Lender with a continuing postpetition lien and security
interest in all property and categories of property of the Debtor
in which and of the same priority as the creditor held a similar,
unavoidable lien as of the Petition Date, and the proceeds
thereof.  The Debtor will provide the Lender with an
administrative expense claim to the extent the use of cash
collateral, after application of the proceeds of the replacement
collateral, results in a decrease in the value of the entity's
interest in the property.  The Debtor will also provide the Lender
with financial reports for the Debtor in form and frequency
reasonably acceptable to the Lender.

The Court has set a final hearing for May 3, 2011, at 10:00 a.m.
on the Debtor's request to use cash collateral.

                         About Clean Burn

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

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

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


CLEARWIRE CORP: Sprint to Invest $1 Billion in Long-Term Deal
-------------------------------------------------------------
Sprint Nextel and Clearwire on Tuesday unveiled an amendment to
their long-term agreement that establishes new wholesale pricing
terms and provides Clearwire a minimum of $1 billion from Sprint
to be paid during 2011 and 2012 for 4G wholesale services
comprised of minimum usage commitments of $300 million in 2011,
$550 million in 2012 and $175 million in pre-payments for 4G
wholesale services to be used in 2011, 2012 and beyond.

The parties expect the agreement to continue to drive the growth
and collaboration of both companies' strategic 4G initiatives.

"We are pleased to reach this wholesale pricing agreement with
Clearwire," said Dan Hesse, Sprint CEO. "We look forward to
working with them under this new agreement to provide an expanded
offering of 4G capabilities and solutions for Sprint customers."

"Sprint has been our biggest and most important customer and
partner since we launched 4G services in the U.S. more than two
years ago," said John Stanton, Clearwire's interim CEO. "Today's
agreement further aligns Sprint and Clearwire's interests and lays
the foundation for a continued, constructive relationship. We are
pleased to have the resources and partnerships necessary to
maintain our 4G leadership and leverage our significant spectrum
and capacity for delivering mobile broadband services."

According to The Wall Street Journal's Robert Cheng, Mr. Stanton
declined to comment in an interview on whether he was in
discussions with Sprint on a potential acquisition.  But he said
Clearwire's spectrum position will be crucial to Sprint's own 4G
plans.

                4G PRICING AND REVENUE COMMITMENTS

In addition to Sprint's commitment of $300 million in 2011, $550
million in 2012, and the prepayment of $175 million, the companies
reached an agreement regarding wholesale pricing for Sprint
devices that operate on both Sprint's 3G network and Clearwire's
4G network. This includes smart phones such as the award-winning
HTC EVO(TM) 4G and Samsung Epic(TM) 4G and other dual-mode devices
like the newly introduced Novatel Wireless MiFi(R) 3G/4G Mobile
Hotspot 4082.

The agreement includes usage based pricing and volume discounts
and is aimed at aligning the interests of both companies to enable
growth for customers using smart phones and dual-mode devices. The
agreement also includes minimum payments per 4G device.

Clearwire and Sprint also plan further collaboration to expand
Sprint's capability to offer customized solutions using 4G
technology. This is expected to allow Sprint to better serve its
target enterprise and government customers with mission critical
wireless broadband solutions both for mobility and local area
network applications and expand its Machine-to-Machine (M2M)
solutions for large and small businesses.

The agreement also expands the mutual re-wholesaling rights
whereby both companies can resell the other's respective 3G and 4G
networks to other parties.  The agreement is expected to open up
new market segments for both Sprint and Clearwire to both jointly
and independently pursue.

Additional details on the deal are available in Clearwire's Form
8-K disclosure filed with the Securities and Exchange Commission,
a copy of which is available at http://is.gd/WqW8a3

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a leading provider of wireless broadband
services.  Clearwire's 4G mobile broadband network serves 68
markets, including New York City, Los Angeles, Chicago, Dallas,
Philadelphia, Houston, Miami, Washington, D.C., Atlanta and
Boston.

The Company's balance sheet at Dec. 31, 2010 showed $11.04 billion
in total assets, $5.17 billion in total liabilities $5.87 billion
in total equity.

The Company reported a net loss of $2.30 billion on
$556.82 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $1.25 billion on $274.46 million of
revenue during the prior year.

The Company disclosed in its Form 10-Q for the third quarter ended
Sept. 30, 2010, that its expected continued losses from operations
and the uncertainty about its ability to obtain sufficient
additional capital raise substantial doubt about the Company's
ability to continue as a going concern.

"Without additional financing sources, we forecast that our cash
and short-term investments would be depleted as early as the
middle of 2011.  Thus, we will be required to raise additional
capital in the near-term in order to continue operations.

The audit reports of Deloitte & Touche LLP, in Seattle,
Washington, on the Company's financial statements for 2009 and
2010 did not include a going concern qualification.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 11, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating, and all other ratings, on Clearwire Corp. to 'CCC' from
'B-'.  At the same time, S&P revised the CreditWatch listing on
the company from negative to developing.  S&P had initially placed
the ratings on CreditWatch with negative implications on Oct. 6,
2010, based on S&P's view that Clearwire faced significant near-
term liquidity risks.

The downgrade follows the Company's disclosure -- in its Form 10-Q
for quarter ended Sept. 30, 2010 -- regarding the uncertainty
about its ability to obtain additional capital and continue as a
going concern.  In Clearwire's 2010 third-quarter earnings report
and conference call, the company indicated that it expected to run
out cash by mid-2011, which is consistent with S&P's earlier
comments.  Cash totaled around $1.4 billion as of Sept. 30, 2010.


CLEARWATER DEVELOPMENT: Files for Chapter 11 in Denver
------------------------------------------------------
Gypsum, Colorado-based Clearwater Development, Inc., filed a
Chapter 11 petition (Bankr. D. Colo. Case No. 11-18725) in Denver
on April 18.  The Debtor said in a court filing it has properties
worth $8,000,000, constituting 50 finished single family home
sites, 65 partially finished single Fee Simple family home sites,
225 entitled single family home sites, completed 18 hole Robert
Trent Jones Jr. golf course, completed 18 hole putting course, 25
acres of lakes, among others. The properties secure a $69,543,133
debt.


CLEARWATER DEVELOPMENT: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Clearwater Development, Inc.
          dba Brightwater Club
        3870 Gypsum Creek Road
        Gypsum, CO 81637

Bankruptcy Case No.: 11-18725

Chapter 11 Petition Date: April 18, 2011

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Douglas C. Pearce, II, Esq.
                  CONNOLLY, ROSANIA & LOFSTEDT, P.C.
                  950 Spruce Street, Suite 1C
                  Louisville, CO 80027
                  Tel: (303) 661-9292
                  Fax: (303) 661-9555
                  E-mail: doug@crlpc.com

Scheduled Assets: $8,290,500

Scheduled Debts: $102,335,480

The petition was signed by Russ E. Hatle, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Kennedy Funding, Inc.              Other               $57,744,711
Two University Plaza, Suite 402
Hackensack, NJ 07601

Custom Concepts, LLC               Other                $3,175,382
P.O. Box 2633
Edwards, CO 81632

Todd Thomas                        Other                $1,030,500
1417 White Hawk Ranch Drive
Boulder, CO 80303

Brightwater Club POA               Other                  $828,698
P.O. Box 993
Eagle, CO 81631

Guaranty Bank & Trust Co.          Other                  $753,043
P.O. Box 5847
Denver, CO 80217-5847

Imprimis Corp.                     Trade Debt             $421,721
P.O. Box 1856
Palm Desert, CA 92261

US Bank                            Other                  $399,294
P.O. Box 790401
St. Louis, MO 63179-0401

Simplot Partners                   Other                  $372,785
Dept #1136
Los Angeles, CA 90084-1136

L. Hatle Trust                     Other                  $351,965
P.O. Box 1856
Palm Desert, CA 92261

Orval and Dorothy Paul             Other                  $330,000
11404 East Imperial Highway
Norwalk, CA 90650

Malcolm Gray                       Other                  $260,000
11407 St. German Way
Houston, TX 77082

Orval A. Paul Annuity Trust        Trade Debt             $212,895

Blakeslee Advertising & Marketing  Other                  $183,585

Jay and Deborah Harper             Other                  $140,000

Benjamin, Bain & Howard, LLC       Other                  $126,500

Don Dotson and Mary Palmtag        Other                  $120,000

Larry and Susan Boothby            Other                  $120,000

Jim Murton                         Other                  $120,000

Sallesh and Bhavna Patel           Other                  $120,000

Leslie and Faith Lerner            Other                  $120,000


CMB III: Confirmation Hearing Set for May 19
--------------------------------------------
C.M.B. III, L.L.C., filed with the U.S. Bankruptcy Court for the
District of Arizona its First Amended Disclosure Statement in
connection with its Plan of Reorganization on April 8, 2011.

The Debtor submitted its Plan and the original Disclosure
Statement on February 7, 2011.  Creditor Union Fidelity Life
Insurance Company filed objection to the Disclosure Statement and
the Debtor responded.

On March 28, 2011, the Court held a hearing to consider, among
other things, the adequacy of the Original Disclosure Statement.
At the hearing, the Court discussed amendments to the Original
Disclosure Statement that need to be made with the Debtor's
counsel.  Union Fidelity's counsel also noted the additional items
that he would like included in the Amended Disclosure Statement.

The Court set an initial hearing on confirmation of the Plan for
May 19, 2011, at 10:00 a.m., with ballots and objections due on
May 12.  The Court also directed the Debtor to submit a ballot
report one to two prior to the hearing.

The Debtor subsequently filed April 8, 2011, its Amended
Disclosure Statement, which summarizes the Plan and alternatives
to the Plan, informs creditors and interest holders of the
treatment to be afforded their claims and equity interests in
Debtor under the Plan, and assists the Court in determining
whether the Plan complies with the provisions of the Bankruptcy
Code and should be confirmed.

Objections to the approval of the Amended Disclosure Statement and
the confirmation of the Plan are due on May 12, 2011.
Confirmation Hearing is on May 19.  The Debtor notes that the
Confirmation Hearing may be adjourned from time to time without
further notice except for the announcement of the adjourned date
and time at the hearing on confirmation.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/CMBIII_1stAmendedDS.pdf

                        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
Sept. 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.


COMMONWEALTH BIOTECH: Form 10-K Ready But SEC Access Blocked
------------------------------------------------------------
The Times-Dispatch reports that Commonwealth Biotechnologies Inc.
said that its Form 10-K and annual report are ready to be filed
with the Securities and Exchange Commission, but the company can't
do so.

According to the report, the SEC has blocked the Chesterfield
County-based company's ability to use the electronic filing
process because William Guo, whom it ousted last month as its
chairman, had filed what the company said were unauthorized
submissions to the SEC.

Commonwealth Biotechnologies said it has been actively trying to
have its electronic filing ability restored for several weeks
without success.  The company said it has taken strong action to
prevent further abuse and has provided for strict controls over
the nature and content of future filings, the report says.

"Our shareholders should not read anything dire into the company's
inability to communicate with them," Times-Dispatch quotes Richard
J. Freer, CEO of Commonwealth Biotechnologies, as saying.  "We are
fully compliant with respect to our preparation of all public
filings, and we are moving steadily forward to complete our
planned asset divestments and to identify a merger partner."

                About Commonwealth Biotechnologies

Based in Midlothian, Virginia, Commonwealth Biotechnologies offers
cutting-edge peptide research and development products and
services to the global life sciences industry.  CBI now operates
through its Australian subsidiary, Mimotopes, Pty Ltd.

Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20, 2011.
Judge Kevin R. Huennekens presides over the case.  Paula S. Beran,
Esq., at Tavenner & Beran, PLC, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


CONCORD INT'L: Sues Former CEO Susan Davis for Misuse of Funds
--------------------------------------------------------------
Hannah Heineman at the Santa Monica Mirror reports that, on April
8, a civil lawsuit was filed by the school that accused its former
Director/CEO of Concord International High School, Susan Packer
Davis, her husband, and her son of causing the bankruptcy by using
school funds for personal use.

According to the report, the suit that was filed by attorney
Howard S. Levine from Cypress LLP alleges that Packer Davis, who
is also an attorney, paid "herself a grossly inflated salary,"
$308,000 in 2009, $301,000 in 2008, and $288,000 in 2007, that was
not appropriate for the number of students enrolled or with the
amount of revenues or profits the school earned.  In addition, she
"misappropriated additional funds under the guise of "conferences,
conventions and meetings."  These funds were $221,026 in 2007,
$288,559 in 2008 and $254,476 in 2009.

The report relates that according to the suit, Ms. Packer Davis
also allegedly used school funds to pay for services to her
personal residence and paid her husband and son payments for
questionable services to the school.  Ms. Packer Davis is also
accused of using school funds to pay her son's monthly rent at the
Palazzo Westwood Village (a total of $22,500) and using a school
credit card for personal expenses.  "In sum, Packer Davis treated
the Debtor (Concord International High School) as her own personal
piggy bank and looted the Debtor of hundreds of thousands of
dollars," reads the suit that was filed in the United States
Bankruptcy Court.

Based in Santa Monica, California, Concord International High
School Inc. aka Concord High School filed for Chapter 11
bankruptcy protection (Bankr. C.D. Calif. Case No. 10-58454) on
Nov. 11, 2010.  Judge Barry Russell presides over the case.
Michael S. Kogan, Esq., Ervin Cohen & Jessup LLP, represents the
Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.


CRAIG CARRIER: Triple C Sanctioned for Failing to Return Trucks
---------------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney issued an order imposing
monetary sanctions on Triple C Transport, Inc., for failing to
turn over trucking units to debtors White Farms Trucking, Inc.,
and Craig Carrier Corp.  Judge Mahoney also directed Triple C to
deliver all trucking units to the Doniphan, Nebraska, location of
the Debtors, or to any location directed by counsel for the
Debtors' secured creditors that have already received relief from
the automatic stay, no later than April 21, 2011.

White Farms Trucking, Inc., and Craig Carrier Corp., LLC, own
numerous trucking units, including tractors and trailers, and, at
one time, operated trucking businesses.  The trucking units have
been financed and all, or almost all, are subject to perfected
security interests held by financing entities such as People's
United Equipment Finance Corp. and Navistar Financial Corporation.
The businesses were sold to Integrated Freight Corporation and its
subsidiary, Triple C Transport, Inc.  The Debtors then leased the
trucking units to Triple C Transport, Inc., and its parent
company.

Disputes arose between the Debtors and Triple C Transport, and
lease payments ceased.  Because of the failure to receive lease
payments, the obligations to those entities holding security
interests in the trucking units went unpaid, causing pressure to
be brought to bear on the Debtors and on their owners.

When they filed for bankruptcy, the Debtors moved to reject the
leases with Triple C, and the motion to reject was granted.  They
demanded turnover of the trucking units following the rejection of
the lease, but Triple C refused.  The Debtors then sought an order
requiring turnover of the trucking units.  The turnover date was
extended, at the behest of Triple C, until April 5.  Triple C said
the units are located all across the country and it would be
extremely expensive to gather and bring to the Debtors' Nebraska
headquarters within the short period allowed by the court order.
However, Triple C has yet to return several equipment units.

A copy of the Court's April 15, 2011 Order is available at
http://is.gd/f4660pfrom Leagle.com.

White Farms Trucking and Craig Carrier filed for Chapter 11
bankruptcy (Bankr. D. Neb. Case Nos. 10-43797 and 10-43798) on
Dec. 21, 2010, represented by Robert V. Ginn, Esq. --
rvgbknotice@huschblackwell.com -- at Husch Blackwell Sanders.
In their petitions, White Farms Trucking and Craig Carrier each
estimated $1 million to $10 million each in assets and debts.


CRESCENT RESOURCES: Bank Debt Trades at 7% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Crescent Resources
LLC is a borrower traded in the secondary market at 92.85 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 675 basis points above
LIBOR to borrow under the facility.  The bank loan is not rated.
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 Crescent Resources

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States.  Crescent Resources is a joint venture between Duke Energy
and Morgan Stanley Real Estate Fund.  Established in 1969,
Crescent creates mixed-use developments, country club communities,
single-family neighborhoods, apartment and condominium
communities, Class A office space, business and industrial parks
and shopping centers.

Crescent Resources, LLC, and its debtor-affiliates filed for
Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 09-11507) on
June 10, 2009.  Judge Craig A. Gargotta presided over the case.
Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P., served
as the Debtors' bankruptcy counsel.

Crescent Resources' plan of reorganization was confirmed by the
Court on May 24, 2010.  It successfully completed its financial
restructuring and emerged from Chapter 11 on June 9, 2010.


DIAMOND RESORTS: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Las Vegas-based timeshare company Diamond Resorts
Parent LLC to stable from positive.  "At the same time, we
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P related.

"The outlook revision reflects our belief that an upgrade is less
likely over the intermediate term due to weaker-than-expected VOI
sales in 2010, and our belief that VOI sales will grow only
modestly in 2011," said Standard & Poor's credit analyst Emile
Courtney.  "We believe this will likely result in our
measures of EBITDA coverage of interest expense and noncash
preferred dividends and funds from operations (FFO) coverage of
interest expense and noncash preferred dividends at about 1x in
2011, which is somewhat weak for the current 'B-' rating.  We are
willing to tolerate weak coverage at this time because Diamond's
liquidity profile is otherwise adequate because of access to
external financing through securitization and conduit facility
markets for the company's VOI receivables.  In our view, conduit
facility availability represents an important alternative source
of cash and provides some cushion against potential periods of
weak coverage or operating cash flow decline (which is not
anticipated in 2011).  Under our previous forecast, we had
expected our coverage measures to be in the mid-1x area by 2011,
which would be aligned with a one-notch higher rating," according
to S&P.

S&P continued, "The rating on Diamond reflects the company's high
debt leverage and reliance on external sources of capital to
achieve its sales budget.  We expect our measure of adjusted debt
to EBITDA to be in the mid-8x area in 2011, down from almost 10x
in 2010.  Our measure of debt is increased for operating leases
and preferred stock, and includes conduit and securitization debt.
These factors are somewhat tempered by the company's well-
developed and cash-flow-positive management business, and solid
contracts with homeowners' associations (HOAs) that currently
allow for some inventory recapture at a lower cost than
expenditure levels historically invested in resort development.
Diamond's total revenues and EBITDA are somewhat protected from
periods of lower consumer spending and external capital
availability due to the positive cash flow characteristics of the
resort management business."

"The stable outlook reflects our expectation that Diamond will
maintain adequate liquidity, supported by cash balances and access
to external financing through securitization and conduit facility
markets for the company's VOI receivables which can offset
coverage weakness in the 1x area in 2011.  The rating and outlook
incorporate our expectation that our measure of debt to EBITDA
(adjusted for operating leases and preferred stock, and including
conduit and securitization debt) will be in the mid-8x area in
2011.  We believe VOI sales will grow in the low-single digit
percentage area in 2011 due to an improvement in the closing
percentage and growth in average price per transaction in 2011.  A
higher rating would be preceded by coverage metrics in the mid-1x
area, and lower ratings could occur in the event EBITDA declines
in 2011 or the company's access to external liquidity declines,"
according to S&P.


DRUMM INVESTORS: S&P Assigns 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B+' corporate credit rating to Fort Smith Ark.-based
Drumm Investors LLC.  The rating outlook is stable.

"At the same time, we assigned our preliminary 'B+' issue-level
rating and preliminary '3' recovery rating to the company's
$1.5 billion senior secured term loan due 2018 and $75 million
senior secured revolving credit facility due 2016," said Standard
& Poor's credit analyst Davis Peknay.


DOMINION CLUB: Owners and Members May Mediate on Plan Issues
------------------------------------------------------------
John Reid Blackwell at the Richmond Times-Dispatch reports that a
Chapter 11 bankruptcy reorganization of the Dominion Club might be
headed toward mediation to settle disagreements between the club's
owners and its members.

The Times-Dispatch recounts that the country club in the Wyndham
residential community of western Henrico County filed for
bankruptcy protection in January, with owners blaming the economy
and a downturn in the golf-course industry.  While the club has
continued to operate, its owners and its creditors have been
unable to reach agreement yet on a restructuring plan.

According to the report, the club's owners also face a backlash
from club members, who argue that the bankruptcy filing is simply
an attempt to avoid paying members $11.6 million in refundable
initiation deposits, including $1.6 million that was due to some
members on Dec. 31.

The Times-Dispatch relates that an unsecured creditors committee
made up of seven current and former Dominion Club members filed a
complaint with the U.S. Bankruptcy Court arguing that the club's
developer, HHHunt Corp. and its affiliates, are obligated to pay
the refundable deposits and other expenses.  In the lawsuit, the
Dominion Club historically has not been able to cover all of its
operating expenses.  The HHHunt companies have covered its losses
for the entire 18 years it has been open.

The suit names as defendants HHHunt Corp. and several of its
affiliates, including Loch Levan Land Limited Partnership, which
is the landlord of The Dominion Club.  The annual lease is about
$1.1 million, according to the suit.  The defendants plan to file
pleadings challenging the complaint and seeking a dismissal, said
Robert Westermann, a lawyer with Hirschler Fleischer who
represents the defendants.

The Dominion Club, L.C., filed for Chapter 11 protection (Bankr.
E.D. Va. Case No. 11-30187) in Richmond, Virginia, on Jan. 11,
2011.  Christian K. Vogel, Esq., and Vernon E. Inge, Jr., Esq., at
Leclairryan, in Richmond, serves as counsel to the Debtor.  In its
bankruptcy petition, the Debtor estimated its assets in the
$1 million to $10 million range and liabilities in the $10 million
to $50 million range.


DTZ ROCKWOOD: Has Green Light to Auction Off Assets
---------------------------------------------------
Dow Jones' DBR Small Cap reports that Manhattan real-estate-
services firm DTZ Rockwood LLC won approval to put nearly all of
its assets on the auction block next week.

DTZ Rockwood LLC, dba Rockwood Realty Associates, LLC, filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 09-13566) on
June 1, 2009, represented by Carlos J. Cuevas, Esq. --
ccuevas576@aol.com -- in Yonkers, New York.  In its petition, the
Debtor listed $1,815,178 in assets and $79,653,230 in debts.


EMIVEST AEROSPACE: Court Okays $5.9-Mil. Sale to MT LLC
-------------------------------------------------------
Emivest Aerospace Corporation sought and obtained approval from
the U.S. Bankruptcy Court for the District of Delaware to sell
certain assets to MT, LLC.

Under the deal, MT LLC agreed to pay $3.5 million in cash and
assume Emivest's liabilities under certain executory contracts and
unexpired leases, which include as much as $1.688 million relating
to SJ30 aircraft serial no. 012.  It also calls for the assumption
and assignment of executory contracts and unexpired leases to MT
LLC.

MT LLC agreed to accept the purchased assets at the closing "as
is, where is, and with all faults" basis.

BankruptcyHome.com reports that MT LLC is an associate of Metal
Technologies Inc., which is based in Cedar City, Utah.

Emivest scheduled an auction for the assets last month, with MT
LLC's offer serving as the stalking horse bid.  The company,
however, cancelled the auction after it did not receive additional
qualified bids for the assets.

                      About Emivest Aerospace

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

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

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


EMIVEST AEROSPACE: Court Okays 5th Credit Agreement Amendment
-------------------------------------------------------------
Emivest Aerospace Corporation obtained an order from the U.S.
Bankruptcy Court for the District of Delaware approving the fifth
amendment to the Debtor-in-Possession Credit and Security
Agreement.

The revised Credit Agreement authorizes Counsel RB Capital LLC and
EAI Capital LLC to assign their interest in the DIP financing in a
reduced amount to the new lender, Action Aviation Limited.

The Credit Agreement was entered into on Oct. 27, 2010, among
Emivest, Counsel RB Capital and EAI Capital.  On November 24,
2010, Emivest obtained final approval to obtain DIP financing and
to use cash collateral to pay the costs and expenses for the
marketing and sale of its assets, among other things.

                      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.


EMPIRE RESORTS: Extends Rights Offering Through May 20
------------------------------------------------------
Empire Resorts, Inc., announced that it will extend the expiration
date of its ongoing rights offering until May 20, 2011 in order to
ensure that the Company's shareholders have adequate time to
evaluate and consider the impact of the Company's recent
announcement of the exclusivity agreement to negotiate with other
parties for the development of the Concord site located in
Sullivan County, New York, including any changes in the market
price of the Company's common stock as a result thereof.

The subscription rights, which were previously scheduled to expire
on April 29, 2011, will now expire and will have no value if they
are not exercised prior to 5:00p.m., New York City time, on
May 20, 2011, the expected expiration date of the extension of
this rights offering.  For offer material requests please contact
our information agent, MacKenzie Partners, Inc., at (800) 322-2885
(toll-free) or 212-929-5500 (collect) or by email at
rightsoffer@mackenziepartners.com.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

The Company's balance sheet at Dec. 31, 2010, showed
$48.44 million in total assets, $42.15 million in total current
liabilities and $6.29 million in total stockholders' equity.

Friedman LLP, after auditing the Company's financial statements
for the year ended Dec. 31, 2010, expressed substantial doubt
about the Company's ability to continue as a going concern.
Friedman noted that the Company's ability to continue as a going
concern depends on its ability to satisfy its indebtedness when
due.  In addition, the Company has continuing net losses and
negative cash flows from operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.


EMPIRE RESORTS: Executes Exclusivity Agreement With MSEG LLC
------------------------------------------------------------
Empire Resorts, Inc., has executed an exclusivity agreement with
Entertainment Properties Trust and MSEG LLC to exclusively explore
the joint development of the companies' respective properties
located in Sullivan County, New York.  Empire owns and operates
Monticello Casino and Raceway and EPR is the sole owner of Concord
EPT, comprising 1,500 acres located at the site of the former
Concord hotel.

The agreement commits the respective parties to work together
exclusively for six months to explore development opportunities of
both properties and transaction structures evaluating financial,
legal, tax and other considerations.  If no mutually agreeable
term sheet has been executed by the parties within sixty days, the
agreement will be terminable by any party.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

The Company's balance sheet at Dec. 31, 2010, showed
$48.44 million in total assets, $42.15 million in total current
liabilities and $6.29 million in total stockholders' equity.

Friedman LLP, after auditing the Company's financial statements
for the year ended Dec. 31, 2010, expressed substantial doubt
about the Company's ability to continue as a going concern.
Friedman noted that the Company's ability to continue as a going
concern depends on its ability to satisfy its indebtedness when
due.  In addition, the Company has continuing net losses and
negative cash flows from operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.


EXTERRA ENERGY: Delays Filing of Feb. 28 Quarterly Report
---------------------------------------------------------
Exterra Energy, Inc., notified the U.S. Securities and Exchange
Commission that it has been unable to complete its Form 10-Q for
the quarter ended Feb. 28, 2011, within the prescribed time
because of delays in completing the preparation of its financial
statements and its management discussion and analysis.  Those
delays are primarily due to Company's management's dedication of
such management's time to business matters.  This has taken a
significant amount of management's time away from the preparation
of the Form 10-Q and delayed the preparation of the unaudited
financial statements for the quarter ended Feb. 28, 2011.

                       About Exterra Energy

Amarillo, Tex.-based Exterra Energy, Inc., is an independent oil
and gas exploration and development company focused on building
and revitalizing a diversified portfolio of oil and gas assets
located in the State of Texas.  In addition to exploration, the
Company seeks to acquire existing production, as well as
underperforming oil and gas assets that it believes it can
revitalize in a short period of time.

The Company's balance sheet at Nov. 30, 2010, showed $5.15 million
in total assets, $6.77 million in total liabilities, and a $1.62
million stockholders' deficit.

As reported in the Troubled Company Reporter on Sept. 20, 2010,
MaloneBailey LLP, in Houston, Tex., expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended May 31,
2010.  The independent auditors noted that the Company has
incurred losses since inception and had defaulted on certain
outstanding notes payable.


FEDERAL-MOGUL: Asbestos Trust Settles with Zurich
-------------------------------------------------
Jesse Greenspan at Bankruptcy Law360 reports that an asbestos
litigation trust created through the bankruptcy proceedings of
Federal-Mogul Corp. told a Delaware federal court Friday that it
had reached a settlement in New Jersey state court with units of
Zurich Financial Services Group.

The Federal-Mogul U.S. Asbestos Personal Injury Trust's motion
seeks approval to include Zurich Insurance Co. Ltd. and Zurich
International (Bermuda) Ltd. as protected parties under Federal-
Mogul's bankruptcy plan, according to Law360.

                       Federal Mogul Bankruptcy

On Oct. 1, 2001, before any payments into the settlement trust had
come due, and before any such payments had in fact been made,
Federal-Mogul and certain of its affiliates -- including all of
the Anderson defendants except Pneumo -- filed for Chapter 11
bankruptcy protection in the United States Bankruptcy Court for
the District of Delaware.  Pneumo sought to intervene in the
bankruptcy proceeding as a non-debtor third party, seeking the
extension of the Federal-Mogul bankruptcy automatic stay to Pneumo
and also a channeling injunction protecting Pneumo's assets under
Section 524(g) of the Bankruptcy Code.  The Everitt Parties did
not oppose that filing.  Federal-Mogul subsequently informed
Pneumo that it could no longer satisfy its indemnity obligations.
Nor did they oppose Pneumo's further declaratory judgment
complaint in the bankruptcy court in December 2005, as became
clear at oral argument.

At some later time, Pneumo withdrew its request for an automatic
stay from the bankruptcy court.  Pneumo's other requests for
injunctive relief were denied by the bankruptcy court nearly five
years later, on January 20, 2006.  Once it became clear that no
injunctive relief would issue from the bankruptcy court in
Pneumo's favor, 57 of the individual Everitt plaintiffs submitted
claims for payment as provided in the letter agreement.  Pneumo
rejected those claims as untimely on March 28, 2006.

Despite the fact that Pneumo's request for injunctive relief was
rejected by the bankruptcy court, the claims against Pneumo were
taken into account in the various plans of reorganization proposed
for the Federal-Mogul debtors.  In support of those plans, Pneumo
submitted a sworn declaration to the bankruptcy court in June 2007
by its president, Steven L. Fasman.  Mr. Fasman explained that
although the claims of the Everitt Parties were settled before
Federal-Mogul's bankruptcy, "the Debtors stopped processing the
settlement and made no further settlement payments" after the date
of the bankruptcy.  As a result, Mr. Fasman explained, those
"settled but not paid" claimants filed suit against Pneumo.  On
November 8, 2007, the bankruptcy court approved one of the
alternative proposals for reorganization.  The so-called "Plan B"
scheme the court approved awarded Pneumo $140 million in full
satisfaction of the then-present and future asbestos claims for
which Federal-Mogul owed indemnity to Pneumo, but was unable to
pay due to the bankruptcy.

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
01-10582) on Oct. 1, 2001.  Attorneys at Sidley Austin Brown
& Wood, and Pachulski, Stang, Ziehl & Jones, P.C., represented the
Debtors in their restructuring effort.  When the Debtors filed for
protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.  Attorneys at The Bayard
Firm represented the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14, 2007.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.


FORUM HEALTH: Creditors Seek Delay of Foundation's Dismissal
------------------------------------------------------------
The Business Journal Daily reports that U.S. Bankruptcy Judge Kay
Woods said she would "take under advisement" a motion for a stay
of her order issued last month dismissing the Chapter 11 cases of
two Forum Health Inc. foundations.

According to the report, the official committee of unsecured
creditors in Forum Health's consolidated bankruptcy cases is
seeking the delay in implementation of Judge Woods's order
dismissing Trumbull Memorial Hospital Foundation and Western
Reserve Health Foundation as it pursues an appeal of the order.
The committee is made up of the vendors and suppliers that
provided goods and services to the hospitals and other health-care
services formerly operated by Forum Health until last fall.

The report says that at issue is more than $12 million in
unrestricted funds the two foundations have, which the creditors
committee argues should be used to pay Forum's debts.  Forum's
main assets -- including three hospitals it operated in Mahoning
and Trumbull counties -- were purchased last fall by Community
Health Systems Inc., a for-profit company in Nashville, Tenn.
Last month, just over two years from Forum's Chapter 11 bankruptcy
filing, the hospitals and affiliated local service providers
announced they would operate under the name ValleyCare Health
System.

The report relates that during the hearing on the committee's
motion, which took place Tuesday in U.S. Bankruptcy Court
downtown, the committee, represented by attorney Craig Freeman,
argued in part that the order should be stayed because of the
likelihood that its appeal would succeed.  He also said using the
unrestricted funds to pay bills the hospitals incurred during the
course of business would satisfy the foundations' charitable
mission requirements.

                       About Forum Health

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

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

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


FREE AND CLEAR: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Free and Clear Holding Company II LLC has filed with the U.S.
Bankruptcy Court for the District of Nevada its schedules of
assets and liabilities, disclosing:

  Name of Schedule                       Assets       Liabilities
  ----------------                       ------       -----------
A. Real Property                    $17,592,700
B. Personal Property                         $0
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                              $0*
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $15,000
                                    -----------       -----------
      TOTAL                         $17,592,700  At Least $15,000

* The Debtor disclosed that a number of secured claims, which the
Debtor disputes, are asserted against it.  The amounts of the
disputed claims were valued by the Debtor in the schedule as
"unknown".

A copy of the Schedules of Assets and Liabilities is available for
free at http://bankrupt.com/misc/Free_and_Clear_SAL.pdf

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.


FRONTERA COPPER: Announces Further Delays in Annual Filings
-----------------------------------------------------------
Frontera Copper Corporation announces that further to the
Company's April 1, 2011 news release announcing a delay in the
filing of the Company's financial statements for the year ended
Dec. 31, 2010, including the related management discussion and
analysis, annual information form and CEO and CFO certifications,
the required Documents continue to be delayed but completion is
expected to occur within approximately one week.

There is no disagreement with the auditors in connection with
audit scope or accounting matters.

The Company is working diligently with its accounting staff and
its auditors and anticipates that it will be in a position to file
the Required Documents on or before April 26, 2011.  The
management cease trade order will continue to be in effect until
the Required Documents are filed.

Until the Required Documents are filed, the Company intends to
provide information in accordance with National Policy 12-203
Cease Trade Orders for Continuous Disclosure Defaults.

                        About Frontera Copper

Frontera Copper Corporation -- http://www.fronteracopper.com/--
is a Canada-based company formed to acquire and bring into
production the Piedras Verdes project.  The Company owns or
controls the Piedras Verdes Mine through its 81% direct interest
in Cobre del Mayo, S.A. de C.V. (CDM), and its 19% indirect
interest in CDM, through its wholly owned subsidiary, Frontera
Cobre del Mayo, Inc. (FCDM).  The Piedras Verdes property consists
of 27 mineral concessions.  CDM directly owns 22 titled
concessions totaling 3,581.29 hectares.  During the year ended
Dec. 31, 2008, the Piedras Verdes operations produced
41.6 million pounds of copper cathode and sold 41.8 million pounds
of copper.  In May 2009, the Company was acquired by 0839073 BC
Ltd., a wholly owned subsidiary of Invecture Group, S.A. de C.V.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 19, 2010,
Frontera Copper Corporation received a formal default notice from
CIBC Mellon Trust Company, the Trustee under the Indenture
governing the Series 1 Senior Notes.  The notice was received as a
consequence of the Company's failure to make the Dec. 15, 2009,
interest payment on those Notes.


GAS CITY: Court OKs $135 Million Sale of 60 Properties
------------------------------------------------------
Jeff Vorva at Trib Local reports that a U.S. Bankruptcy Judge
Eugene R. Wedoff has approved the sale of 60 properties by Gas
City Ltd. to various buyers for more than $135 million.  Speedway,
owned by Marathon Petroleum Co., bid more than $70 million for 27
properties.  Speedway has its eyes on properties in Frankfort,
Tinley Park, Mokena, Naperville, Darien, Warrenville, Romeoville,
Homer Glen and New Lenox, Illinois.  Canada's Alimentation Couche
Tard, which owns Circle K stations in the United States, is set to
purchase properties in Orland Hills and Palos Park.  Kankakee
County-based HomeStar Bank and Financial Services is planning to
purchase a station in Mokena.  Riteline Development purchased a
station in Schaumburg.  MKM Oil, Inc. purchased a station in
Joliet.

                          About Gas City

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

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

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


GEMCRAFT HOMES: Settles Dixie Construction Claims
-------------------------------------------------
Bankruptcy Judge Nancy V. Alquist signed off on a stipulation
resolving the objections of reorganized Gemcraft Homes, Inc., to
the claims filed by Dixie Construction Company, Inc., Shawn A.
Pyle, and Diane H. Dixon.

Dixie filed a secured proof of claim against:

     -- Gemcraft Homes Forest Hill, LLC, for $3,500,000; and
     -- DLM, LLC for $3,500,000;

Pyle and Dixon filed a joint secured proof of claim against DLM,
LLC for $805,000.

The Reorganized Debtors objected, inter alia, to (i) the Dixie DLM
Claim as being duplicative of the Dixie GFH Claim; (ii) the Dixie
GFH Claim as being improperly classified as a secured claim and
overstated; and (iii) the Pyle Claim as being improperly
classified as a secured claim and overstated.

The Stipulation provides that:

     -- The Objection will be deemed withdrawn;

     -- The Dixie DLM Claim shall be disallowed in its entirety;

     -- The Dixie GFH Claim shall be reclassified in its entirety
        as a general unsecured Class 8 claim.  The Dixie GFH Claim
        will further be reduced and allowed as a general unsecured
        Class 8 claim for $1,959,340, consisting of $1,300,000 in
        principal and $659,340 in accrued and unpaid prepetition
        interest; and

     -- The Pyle Claim will be reclassified in its entirety as a
        general unsecured Class 8 claim. The Pyle Claim will
        further be allowed as a general unsecured Class 8 claim
        for $917,127, consisting of $805,000 in principal and
        $112,127 in accrued and unpaid prepetition interest.

Attorneys for the Reorganized Debtors are:

          G. David Dean, Esq.
          Irving E. Walker, Esq.
          COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
          Baltimore, Maryland
          E-mail: ddean@coleschotz.com

Attorneys for the Claimants are:

          Joseph Selba, Esq.
          BISHOP, DANEMAN & SIMPSON, LLC
          Baltimore, Maryland
          E-mail: jselba@bdslegal.com

A copy of the stipulation is available at http://is.gd/iIlF3vfrom
Leagle.com.

                      About Gemcraft Homes

Gemcraft Homes, Inc., in Harford County, Maryland, is a production
builder which targets first-time homebuyers and first-time "move
up" buyers.  It also targets retired, and soon to retire, buyers
for its retirement communities.  The Company filed for Chapter 11
bankruptcy protection on Nov. 9, 2009 (Bankr. D. Md. Case No.
09-31696.)  The Company's various affiliates filed separate
Chapter 11 bankruptcy petitions.  In its schedules, Gemcraft
Homes' disclosed total assets of $40,668,980, and total
liabilities of $73,468,237.

As reported by the Troubled Company Reporter on Sept. 29, 2010,
the Bankruptcy Court approved Gemcraft Homes' plan of
reorganization, allowing the home builder to exit Chapter 11 after
less than a year.  Marcus Rauhut, staff writer at Public Opinion,
reported that Gemcraft Homes negotiated deals with Regions Bank,
M&T Bank, and other institutions to secure more than $70 million
in new financing to continue its building and development
operations.


GENERAL GROWTH: New GGP Completes $1.7-Bil. Refinancing of 7 Malls
------------------------------------------------------------------
General Growth Properties, Inc., announced on April 13, 2011, the
refinancing of seven shopping malls representing $1.7 billion of
new mortgages ($1.4 billion is New GGP's share).  These seven new
fixed-rate mortgages have a weighted average term of 10.3 years
and generated cash proceeds in excess of in-place financing of
approximately $400 million to New GGP.  New GGP has also been able
to lower the weighted average interest rate of these seven
mortgages from 5.65% to 5.33%, while lengthening the term by
approximately seven years over that in place.  Six of these
properties have closed and the seventh property is anticipated to
close in May 2011.

Additionally, New GGP has also increased the capacity of its
credit facility to $750 million, up from $720 million.  These
recent financings, when combined with cash on hand, increases New
GGP's liquidity position to over $2 billion.

"We are pleased to announce the completion of these financing
transactions.  These transactions mark another step towards our
2011 balance sheet goals of lengthening maturities while improving
liquidity.  We will continue to take advantage of our ability to
refinance New GGP's mortgages and the current capital markets
where it is accretive to New GGP's balance sheet strategy," said
Sandeep Mathrani, chief executive officer of New GGP.

As reported in March 2011, Mr. Mathrani said New GGP it intends
to refinance about $4 billion to $5 billion of its $18.2 billion
debt this year.  As of March 2011, New GGP completed refinancing
half of the $18.2 billion debt.  In connection with the
refinancing of the $5 billion mortgage debt, New GGP has tapped
UBS AG and Morgan Stanley.

General Growth Properties has ownership and management interest
in 169 regional and super regional shopping malls in 43 states.
The Company portfolio totals 174 million square feet of retail
space.  A publicly-traded real estate investment trust (REIT),
GGP is listed on the New York Stock Exchange under the symbol
GGP.

                      About General Growth

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

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

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

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

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


GENERAL GROWTH: Files 3rd Post-Confirmation Status Report
---------------------------------------------------------
General Growth Properties, Inc., and its reorganized debtor
affiliates filed with the U.S. Bankruptcy Court for the Southern
District of New York on April 15, 2011, their third post-
confirmation status report.

The Reorganized Debtors relate that on March 31, the Bankruptcy
Court entered a final decree order closing the Chapter 11 cases
of 128 debtors effective as of March 30.

The Reorganized Debtors continue to diligently pursue
consummation, and a final decree closing, of the remaining
reorganized debtors' Chapter 11 cases.

The Reorganized Debtors reveal that they continue to evaluate and
resolve the approximately 10,000 proofs of claim and
approximately 6,000 scheduled claims filed in their Chapter 11
cases.  The Reorganized Debtors add that they have undertaken a
comprehensive claims reconciliation process that includes the
filing of 88 omnibus claims objections and two omnibus schedule
amendment motions that have, to date, resolved more than 4,900
proofs of claim representing more than $1.8 billion in asserted
claim amounts and reduced nearly 600 of their scheduled claims by
approximately $3.8 million.  The Reorganized Debtors have also
resolved or settled nearly 8,600 proofs of claim and scheduled
claims, collectively representing an asserted value of
approximately $126 billion through informal negotiations with
creditors.

The claims resolution process is ongoing and the
Reorganized Debtors anticipate filing additional objections
addressing a substantial portion of the remaining filed proofs of
claim where consensual resolution with the creditors cannot be
achieved, Stephen A. Youngman, Esq., at Weil, Gotshal & Manges
LLP, in New York, said in court papers.

The Reorganized Debtors also relate that the U.S. Trustee has
requested them to attach to each post-confirmation status report
a disbursement schedule, illustrating the total disbursements
made by each Debtor during the preceding fiscal quarter.  The
Reorganized Debtors disclose that they are not filing the
disbursement schedule for the first fiscal quarter 2011
contemporaneously with the Third Status Report, but will
supplement the Status Report with the quarterly disbursement
schedule as soon as practicable.

                      About General Growth

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

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

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

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

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


GENERAL GROWTH: WTC Objects to Moelis Stipulation
-------------------------------------------------
As reported in the April 2, 2011 edition of the Troubled company
Reporter, Reorganized General Growth Properties and Moelis &
Company LLC jointly are asking the U.S. Bankruptcy Court for the
Southern District of New York to approve a stipulation resolving
Moelis's fees and expenses totaling $9,525,000 in connection with
its retention by Wilmington Trust FSB as indenture trustee under
the 3.98% Exchangeables Senior Notes.

The salient terms of the Parties' Stipulation are:

(1) Immediately upon Court approval of the Parties' Stipulation,
   Wilmington Trust will:

   (a) remit directly to Moelis the sum of: (i) $5,250,000 from
       the funds currently held by Wilmington Trust in the GGP
       Escrow -- Plan Debtors' Moelis Payment and (ii)
       $2,500,000 from the funds currently held by Wilmington
       Trust in the Note Holders' Reserve -- Note Holders'
       Moelis Payment.

       GGP Escrow refers to (i) the undisputed fees asserted by
       Baker & Hostetler, Foley & Lardner LLP, and Wilmington
       Trust, (ii) the original disputed fees, and (ii) an
       additional reserve of $2,315,250 remitted to Wilmington
       Trust by the Plan Debtors.

   (b) remit directly to Davis Polk & Wardwell LLP, counsel to
       certain holders of Exchangeable Notes Claims, an amount
       up to $300,000 from the funds currently held by
       Wilmington Trust in the GGP Escrow with respect to the
       reasonable and documented fees and expenses incurred by
       Davis Polk in connection with the matters resolved in the
       Interim Wilmington Trust Order and in the Parties'
       Stipulation;

   (c) transfer to the GGP Escrow $150,000 from the funds in the
       Note Holders' Reserve;

   (d) return to General Growth from the GGP Escrow, $5,258,203,
       plus interest, if any, accrued on all amounts contained
       in the GGP Escrow;

   (e) distribute to the holders of Exchangeable Notes Claims
       from whom cash distributions were withheld, ratably, an
       amount equal to the Note Holders' Reserve less (i) the
       amount of $8,165,230 that the Bankruptcy Court has
       ordered Wilmington Trust to release from the Note
       Holders' Reserve pursuant to the Interim Wilmington Trust
       Order, (ii) the amount of the Note Holders' Moelis
       Payment, and (iii) the amount of the Note Holders'
       Transfer to the GGP Escrow; which Note Holders'
       Distribution will be no less than $5,027,723.

(2) Receipt by Moelis of the Moelis Settlement Payment will
   constitute full and final satisfaction of the Moelis Claim,
   and:

   (a) Moelis waives and releases any and all claims against all
       parties arising under an engagement letter dated
       September 1, 2009, the Moelis Claim, or a civil action
       commenced by Moelis against Wilmington Trust in the
       Supreme Court for the State of New York, including, but
       not limited to any claim for the difference between the
       amount of the Moelis Claim and the amount of the Moelis
       Settlement Payment;

   (b) Moelis will not be entitled to assert any claim as
       against the funds contained in a Post-Effective Date
       Escrow; and

   (c) on the Effective Date, Wilmington Trust and all current
       and former holders of Exchangeable Notes Claims will not
       be entitled to assert a claim against Moelis in
       connection with the Moelis Engagement Letter.

(3) Moelis will promptly seek dismissal of the Moelis Action with
   prejudice pursuant to the Parties' Stipulation.

(4) Following the release from the GGP Escrow of the Plan
   Debtors' Moelis Payment and the Plan Debtors' DPW Payment
   and, following the consummation of the Note Holders'
   Transfer, Wilmington Trust will continue to hold in the GGP
   Escrow $4,000,000 -- the Post-Effective Date Escrow,
   comprised of (a) $150,000 transferred from the Note Holders'
   Reserve, and (b) $3,850,000 already held by Wilmington Trust
   in the GGP Escrow, constituting the Disputed Fees relating to
   Brown Rudnick LLP and Foley, plus an additional cushion for
   ordinary course indenture trustee fees pending resolution of
   the remaining fee disputes with Brown Rudnick and Foley.

(4) To be clear, following resolution of such remaining fee
   disputes or upon order of the Bankruptcy Court, any amounts
   remaining in the Post Effective Date Escrow will be promptly
   returned to GGP, Inc.

(5) The Bankruptcy Court will retain jurisdiction to decide and
   determine all matters concerning any remaining fee disputes
   between Wilmington Trust and GGP, including any remaining fee
   claims of Brown Rudnick or Foley and, thus, any disposition
   of the amounts held by Wilmington Trust in the Post-Effective
   Date Escrow.

(6) Upon the occurrence of the Bankruptcy Court approval of the
   Parties' Stipulation:

   (a) the sole source of recovery from GGP on account of the
       Disputed Fees with respect to Brown Rudnick and Foley
       will be limited to the amounts contained in the Post-
       Effective Date Escrow;

   (b) Wilmington Trust's charging lien pursuant to the Plan and
       the Exchangeables Indenture, and other applicable
       provisions, will apply only to the amounts contained in
       the Post-Effective Date Escrow, for appropriate
       disposition pursuant to further Bankruptcy Court order,
       including possible payment of any reasonable fees,
       expenses, costs and any other liabilities payable from
       distributions pursuant to the Plan, the Exchangeables
       Indenture or otherwise; and

   (c) notwithstanding the Interim Wilmington Trust Order, any
       Charging Lien on any amount exceeding the $4,000,000 that
       will be contained in the Post-Effective Date Escrow will
       be deemed discharged, without the need of any further
       action by any party.

                  Wilmington Trust Objection

Wilmington Trust FSB, as indenture trustee for the $1.55 billion
3.98% Exchangeable Notes due 2027, objects to the stipulation
resolving Moelis & Company LLC's claims complaining that the
stipulation contains certain terms that have nothing to do with
the resolution of the Moelis Claims.

Wilmington Trust says it does not object to the payment of
$7,750,000 to Moelis as contemplated in a stipulation with GGP,
Inc. and its debtor affiliates.

However, Wilmington Trust objects to terms of the Parties'
Stipulation that reach beyond settlement with Moelis.  Douglas E.
Spelfogel, Esq., at Foley & Lardner LLP, in New York, argues that
these terms inappropriately require Wilmington Trust to take
actions that it deems imprudent:

  * The distribution of no less than $5,027,723 from the
    Noteholders' Reserve to the Noteholders.  This provision
    would disburse the entire amount of the Note Holders'
    Reserve held by Wilmington Trust for possible payment of its
    fees and expenses from distributions to Noteholders, as
    provided for in the 3.98% Notes Indenture, Mr. Spelfogel
    contends.  Closing out this reserve while disputes remain
    as to the payment of Indenture Trustee Fee Claims other than
    the Moelis Claims impermissibly strips the Indenture Trustee
    of the protections granted by the Indenture and fails to
    provide for the ratable payment of Indenture Trustee Claims
    from non-investor holders, he stresses.

  * The release of $5,258,203 from the GGP Escrow to the
    Reorganized Debtors.  This transfer, Mr. Spelfogel points
    out, goes beyond the release of funds related to the Moelis
    Claims, and deprives Wilmington Trust of security it holds
    with respect to other disputed claims and protections under
    the Indenture and Interim Wilmington Trust Order.

  * The transfer of $150,000 from the Note Holders' Reserve to
    the GGP Escrow.  According to Mr. Spelfogel, the Reorganized
    Debtors have no right to the funds held in the Noteholders'
    Reserve, and this transfer has no justification.

In addition, the Parties' Stipulation would improperly reduce the
amount of Wilmington Trustee's charging lien in excess of the
amounts attributable to the Moelis Claims without due process,
Mr. Spelfogel asserts.  He further contends that the Parties'
Stipulation improperly bars all claims by any person on account
of the Disputed Fees, except with respect to the Post Effective
Date Escrow; this goes far beyond settling the dispute with
respect to the fees and expenses of Moelis.

Mr. Spelfogel tells Judge Gropper that Wilmington Trust conferred
with GGP in an effort to resolve these issues consensually, which
remains pending.

Accordingly, Wilmington Trust asks Judge Allan L. Gropper of the
U.S. Bankruptcy Court for the Southern District of New York to
direct that the Parties' Stipulation be modified so that:

  (A) The Indenture Trustee will be allowed to retain a
      Noteholders' Reserve in amounts sufficient to cover not
      less than the non-investor holders pro-rata share of
      Indenture Trustee Claims, as well as a reserve pending
      further Court order;

  (B) The Indenture Trustee will be allowed to retain a GGP
      Escrow in the amount of at least $5,626,657 pending
      further Court order;

  (C) There will be no Note Holders' Transfer into the GGP
      Escrow;

  (D) The Indenture Trustee will maintain its Charging Lien over
      at least $4,505,844 of the GGP Escrow, pending further
      Court order; and

  (E) The Parties' Stipulation will not release or enjoin any
      claims except as relating to the Moelis matters and will
      not impact the Charging Lien as otherwise maintained under
      the Indenture.

                      About General Growth

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

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

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

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

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


GLOBAL ENTERTAINMENT: Incurs $198,000 Net Loss in Feb. 28 Qtr.
--------------------------------------------------------------
Global Entertainment Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $198,000 on $1.56 million of total
revenues for the three months ended Feb. 28, 2011, compared with a
net loss of $491,000 on $3.22 million of total revenues for the
same period during the prior year.  The Company also reported a
net loss of $1.25 million on $5.27 million of total revenues for
the nine months ended Feb. 28, 2011, compared with a net loss of
$697,000 on $8.93 million of total revenues for the same period
during the prior year.

The Company's balance sheet at Feb. 28, 2011 showed $2.64 million
in total assets, $3.31 million in total liabilities and a
$667,000 stockholders' deficit.

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

                    About Global Entertainment

Tempe, Ariz.-based Global Entertainment Corporation (OTC BB: GNTP)
-- http://www.globalentertainment2000.com/-- is an integrated
events and entertainment company focused on mid-size communities
that is engaged, through its seven wholly owned subsidiaries, in
sports management, multi-purpose events and entertainment centers
and related real estate development, facility and venue management
and marketing and venue ticketing.

As reported in the Troubled Company Reporter on Sept. 20, 2010,
Semple, Marchal & Cooper, LLP, in Phoenix, Ariz., expressed
substantial doubt about Global Entertainment's ability to continue
as a going concern, following its results for the fiscal year
ended May 31, 2010.  The independent auditors noted that the
Company has experienced a significant decline in operations, cash
flows and liquidity.


GRAHAM PACKAGING: Inks Agreement and Plan of Merger With Silgan
---------------------------------------------------------------
Graham Packaging Company Inc., the parent company of Graham
Packaging Holdings Company, and Silgan Holdings Inc. entered into
an Agreement and Plan of Merger.  Upon the terms and subject to
the conditions set forth in the Merger Agreement, which has been
unanimously approved by the boards of directors of both parties,
Graham Packaging will merge with and into Silgan, with Silgan
continuing as the surviving corporation.

As a result of the Merger, each outstanding share of Graham
Packaging's common stock, other than shares owned by Silgan or
Graham Packaging (which will be cancelled) and other than those
shares with respect to which appraisal rights are properly
exercised and not withdrawn, will be converted into the right to
receive a combination of (i) 0.402 shares of common stock of
Silgan and (ii) $4.75 in cash, without interest.

The consummation of the Merger is subject to the adoption of the
Merger Agreement by both parties' stockholders, expiration or
termination of the applicable waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 and the receipt of
certain foreign antitrust approvals and other customary closing
conditions.  In addition, immediately prior to the effective time
of the Merger, the registrant, Graham Packaging Holdings Company,
will be merged with and into Graham Packaging pursuant to an
Agreement and Plan of Merger, dated April 12, 2011, among
Holdings, Graham Packaging and BCP/Graham Holdings L.L.C.

The Merger Agreement contains certain customary covenants,
including covenants providing (i) for each of the parties to use
reasonable best efforts to cause the transaction to be
consummated, including by taking actions necessary to obtain the
requisite antitrust approval, (ii) for each of the parties to call
and hold a stockholders' meeting and recommend adoption of the
Merger Agreement and (iii) for Graham Packaging not to solicit
alternative transactions.

The Merger Agreement contains certain termination rights and
provides that (i) upon the termination of the Merger Agreement due
to a change in the recommendation of the board of directors of
Graham Packaging or the Special Committee in connection with a
"Superior Proposal" or due to the acceptance by Graham Packaging
of a "Superior Proposal," Graham Packaging will be required to pay
to Silgan a cash termination fee of $39.5 million and (ii) upon
the termination of the Merger Agreement by Graham Packaging due to
a breach by Silgan of its obligation to recommend that its
stockholders adopt the Merger Agreement, Silgan will be required
to pay to Graham Packaging a cash termination fee of $39.5
million.

At the closing of the Merger, the surviving corporation is
required to make a cash payment of $245 million pursuant to
contractual change in control provisions in Graham Packaging's
income tax receivable agreements with Blackstone Capital Partners
III L.P. and the Graham family.  These agreements were entered
into in connection with Graham Packaging's February 2010 initial
public offering, and reference is made to Graham Packaging's prior
public filings for further information concerning those
agreements.  Upon the making of these payments, these income tax
receivable agreements will terminate.  In addition, Graham
Packaging is also required to terminate at the closing of the
Merger certain agreements including the Agreement and Plan of
Recapitalization, Redemption and Purchase, dated Dec. 18, 1997,
among affiliates of Graham Packaging and the Graham family and the
Sixth Amended and Restated Agreement of Limited Partnership of
Holdings, dated as of Feb. 4, 2010, and Graham Packaging is
required to use its reasonable best efforts to terminate Graham
Packaging's Registration Rights Agreement, dated as of Feb. 10,
2010, among affiliates of Graham Packaging, the Graham family and
Blackstone, and the other parties thereto.  Entities affiliated
with the Graham family have entered into an agreement with Graham
Packaging in which these entities have agreed that the foregoing
agreements will be terminated at the closing of the Merger.  These
entities have also agreed to vote any shares of Graham Packaging
common stock that they own in favor of the adoption of the Merger
Agreement.  References to the Graham family refer to Graham
Capital Company, GPC Investments, LLC, Graham Alternative
Investment Partners I, LP, Graham Engineering Corporation or
affiliates thereof or other entities controlled by Donald C.
Graham and his family.

           Graham Packaging Stockholder Voting Agreement

In connection with the execution of the Merger Agreement,
Blackstone Capital Partners III Merchant Banking Fund L.P. and
certain of its affiliates, owners of approximately 61.3% of the
outstanding shares of common stock of Graham Packaging, entered
into a Voting Agreement, dated as of April 12, 2011, with Silgan,
pursuant to which, among other things, the Graham Packaging
Stockholders agreed to vote their shares in favor of the adoption
of the Merger Agreement.  The Graham Packaging Stockholders
entered into the Graham Packaging Stockholder Voting Agreement
solely in their capacity as stockholders of Graham Packaging.

The Graham Packaging Stockholder Voting Agreement will terminate
on the earliest to occur of (a) the effective time of the Merger,
(b) the termination of the Merger Agreement, (c) a change by the
Graham Packaging board of directors of its recommendation that
stockholders of Graham Packaging adopt the Merger Agreement, (d)
the making of any waiver, amendment or modification of the Merger
Agreement that (i) reduces the value or changes the form of
consideration payable to holders of Graham Packaging common stock
in the Merger or (ii) is otherwise adverse to the Graham Packaging
Stockholders in any material respect and (e) Jan. 20, 2012.

                Silgan Stockholder Voting Agreements

In connection with the execution of the Merger Agreement, R.
Philip Silver, co-founder and director of Silgan, and certain of
his related entities, owners of approximately 16.2% of the
outstanding shares of common stock of Silgan, and D. Greg
Horrigan, co-founder and director of Silgan, and certain of his
related entities, owners of approximately 12.6% of the outstanding
voting power of Silgan, each entered into a Voting Agreement,
dated as of April 12, 2011 with Graham Packaging, pursuant to
which, among other things, the Silgan Stockholders agreed to vote
their shares in favor of the adoption of the Merger Agreement.
The Silgan Stockholders entered into the Silgan Stockholder Voting
Agreements solely in their capacity as stockholders of Silgan, and
not in their capacity as directors or officers of Silgan.

The Silgan Stockholder Voting Agreements will terminate on the
earliest to occur of (a) the effective time of the Merger, (b) the
termination of the Merger Agreement, (c) a change by the Graham
Packaging board of directors of its recommendation that
stockholders of Graham Packaging adopt the Merger Agreement, (d)
the making of any waiver, amendment or modification of the Merger
Agreement that is adverse to the Silgan Stockholders in any
material respect and (e) Jan. 20, 2012.

In connection with the execution of the Merger Agreement, the
board of directors of Graham Packaging adopted certain management
incentive and retention arrangements.  The board of directors
approved the amendment of MOIC-vesting options granted in 2006 and
2009 to Mark S. Burgess, Chief Executive Officer of Graham
Packaging, and in 2009 to David W. Bullock, Chief Financial
Officer of Graham Packaging, to provide, upon the Merger, that the
options will vest with respect to 25% of the shares covered by
those options, contingent on their continued services through the
Merger closing.  In addition, the vesting criteria for the other
unvested portion of the MOIC options will be based solely upon the
multiple Blackstone achieves in a complete sale of its interest in
Silgan relative to Blackstone's original invested capital in
Graham Packaging, without regard to whether the optionholder
remains employed by Graham Packaging at the time of the sale.

The board of directors also approved new retention agreements for
selected senior executives.  For the named executive officers, the
retention amounts are $2,375,000 for Mr. Burgess, $1,005,000 for
Mr. Bullock, $100,000 for Peter T. Lennox, Senior Vice President,
Global Food and Beverage, $300,000 for Michael L. Korniczky, Chief
Administrative Officer, General Counsel and Secretary, and
$200,000 for David Cargile, Senior Vice President, Global
Technology and General Manager for the Proprietary Machinery
Business.  One-half of the retention award is payable upon closing
of the Merger and one-half is payable on the first anniversary of
the closing of the Merger.  If the executive is terminated without
"cause" or resigns for "good reason", then these payments will be
accelerated, but if the executive resigns without "good reason"
before the scheduled payment date, then the unpaid portion will be
forfeited.  The board of directors also approved cash payments
that are designed to compensate executives for equity awards that
Graham Packaging anticipated granting in 2011 had Graham Packaging
not entered into the Merger Agreement.  These payments are
contingent upon the closing of the Merger and the recipient
remaining employed by Graham Packaging through the closing of the
Merger.  For the named executive officers, the cash amounts are
$1,122,880 for Mr. Burgess, $422,037 for Mr. Bullock, $215,325 for
Mr. Lennox, $149,930 for Mr. Korniczky and $121,220 for Mr.
Cargile.

A full-text copy of the Amendment and Plan Merger is available for
free at http://is.gd/j42z8c

                     About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

Graham Packaging carries 'B' issuer credit ratings from Standard &
Poor's.

The Company's balance sheet at Dec. 31, 2010, showed $2.80 billion
in total assets, $3.30 billion in total liabilities and $498.02
million in total partners deficit.


GREAT ATLANTIC & PACIFIC: Developer Seeks Claim on Botched Deal
---------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that developer CPS Operating Co., which planned to buy a
Pathmark grocery store in lower Manhattan four years ago, is
seeking from Pathmark's parent, Great Atlantic and Pacific Tea
Co., some of the $6 million money they had put down before the
deal fell apart.

CPS was locked in a lawsuit with Pathmark Stores Inc., when A&P
filed for bankruptcy protection.

DBR recounts the developers intended to build two giant towers of
luxury condominiums, but neighborhood activists loudly opposed the
plan, arguing that the site was the only affordable grocery among
nearby economically disadvantaged areas.  The store never closed.

DBR says CPS, in court papers, blamed the deal's bust not on the
community's protest but on approvals it couldn't get from the New
York City's Department of Housing Preservation and Development.

                 About Great Atlantic & Pacific

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

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

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

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


GREENWOOD SHOPPES: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Greenwood Shoppes, LP
        806-916 North U.S. Highway 31
        Greenwood, IN 46142

Bankruptcy Case No.: 11-04748

Chapter 11 Petition Date: April 18, 2011

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

Judge: Anthony J. Metz, III

Debtor's Counsel: Paul T. Deignan, Esq.
                  TAFT STETTINIUS & HOLLISTER LLP
                  1 Indiana Square, Suite 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  E-mail: pdeignan@taftlaw.com

Scheduled Assets: $9,006,322

Scheduled Debts: $5,768,704

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/insb11-04748.pdf

The petition was signed by Joyce A. Bradley, assistant secretary.


HARRY & DAVID: Coffee Supplier Seeks Payment for Deliveries
-----------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Coffee Bean International Inc. filed a demand last
week with the Wilmington, Del., bankruptcy court to give Harry &
David executives two options: return the goods or pay up for the
$128,268.76 worth of coffee it received shortly before it sought
Chapter 11 bankruptcy protection in late March.  DBR says Coffee
Bean in Portland, Oregon, asserted that it's entitled to super-
priority administrative expense claim pursuant to the Perishable
Agricultural Commodities Act.

                         About Harry & David

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

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

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

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

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

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

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

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


HAVEN ELDERCARE: Court Won't Enforce Prior Order in Dupuis Case
---------------------------------------------------------------
Bankruptcy Judge Albert S. Dabrowski denied a request by TC
Healthcare, LLC, to enforce a July 4, 2008 bankruptcy court order
and declare that it has no liability to Rachael Dupuis.

Judge Dabrowski said the Rooker-Feldman Doctrine operates to
preclude the relief requested as a collateral attack on a state
court decision."  Rooker v. Fidelity Trust Co., 263 U.S. 413
(1923); District of Columbia Court of Appeals v. Feldman, 460 U.S.
462 (1983).  The doctrine applies to "cases brought by state-court
losers complaining of injuries caused by state-court judgments."
Exxon Mobil Corp. v. Saudi Basic Industries Corp., 544 U.S. 280,
284, 125 S.Ct. 1517, 1521 (2005).

Ms. Dupuis sued in TC Healthcare before the Small Claims Court of
the Vermont Superior Court in September 2010, wherein she sought
to hold TC Healthcare liable for a contract, whereby she would be
reimbursed for certain educational expenses, that she entered into
with her employer, Haven Healthcare Management, LLC.

According to Judge Dabrowski, while the Bankruptcy Court retained
jurisdiction in the Haven Eldercare bankruptcy cases to enforce
its orders or otherwise resolve any disputes, controversies or
claims arising out of bankruptcy court orders, "the posture of
this [Dupuis dispute]" presents no basis for the Court to exercise
authority pursuant that retention.

A copy of Judge Dabrowski's April 15, 2011 Brief Memorandum is
available at http://is.gd/fwRXdZfrom Leagle.com.

                     About Haven Healthcare

Headquartered in Middletown, Connecticut, Haven Healthcare
Management LLC -- http://www.havenhealthcare.com/-- provides
nursing care to the elderly in New England, Connecticut.  The
company operates health centers and assisted living facilities.
In addition, the company specializes in short-term rehabilitative
care and long-term care.

The Company and 46 of its affiliates, including Haven Eldercare,
Case and Waterford Equities, LLC, filed for chapter 11 protection
(Bankr. D. Conn. Lead Case No. 07-32720) on Nov. 22, 2007.  Moses
and Singer LLP served as the Debtors' counsel.  Kurtzman Carson
Consultants LLC was the Debtors' claims and notice agent.  Pepper
Hamilton LLP served as counsel and Neubert Pepe & Monteith P.C. as
co-counsel to the Official Committee of Unsecured Creditors.
Haven Healthcare estimated assets and debts of between $1 million
and $100 million.  The Debtors' consolidated list of 50 largest
unsecured creditors showed more than $20 million in claims.

                           *     *     *

As of Feb. 29, 2008, the Debtors' balance sheet showed total
assets of $25,965,631 and total liabilities of $38,597,720
resulting in a $12,632,089 stockholders' deficit.

In August 2008, the Bankruptcy Court dismissed the Chapter 11
cases of Haven Healthcare Management LLC and its debtor-
affiliates.


HAWKER BEECHCRAFT: Bank Debt Trades at 12% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker
Beechcraft is a borrower traded in the secondary market at
88.06 cents-on-the-dollar during the week ended Friday,
April 15, 2011, an decrease of 0.33 percentage points from
the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company
pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on March 26, 2014, 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 Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.

The Company's balance sheet at Sept. 30, 2010, showed
$3.384 billion in assets, $3.482 billion in liabilities, and a
deficit of $97.3 million.

The Company reported a net loss of $238.6 million on
$1.802 billion of net sales for nine months ended Sept. 30, 2010,
compared with a net loss of $458.6 million on $2.112 billion of
net sales for nine months ended Sept. 27, 2009.

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.



HILLARY HARMON: Court Reviews Ruling on Lighthouse Dispute
----------------------------------------------------------
Bankruptcy Judge Marvin Isgur granted, in part, and denied, in
part, Lighthouse Capital Funding, Inc.'s request for partial
reconsideration or modification of a prior court ruling.  The
Court on Feb. 17, 2011, issued a Memorandum Opinion resolving
numerous contested issues, previously tried in multiple stages,
between Hillary and Murphy Harmon and Lighthouse Capital Funding,
Inc.  Harmon v. Lighthouse Capital Funding, Inc. (In re Harmon),
___ B.R. ___, 2011 WL 672338 (Bankr. S.D. Tex. Feb. 17, 2011)
("Harmon III").  In its Memorandum Opinion, the Court reached
these legal conclusions:

     1. Lighthouse's lien on the Harmons' homestead is invalid;

     2. Lighthouse is liable to Ms. Harmon's bankruptcy estate for
$179,413.91 in statutory damages due to Lighthouse's violation of
the Truth in Lending Act;

     3. Lighthouse is entitled to recover $986,992.06 plus 6%
interest (accrued from April 23, 2008) under the doctrine of
equitable subrogation; and

     4. Lighthouse must compensate Ms. Harmon's bankruptcy estate
for reasonable legal fees and expenses to be determined at a post-
judgment hearing under the Tex. Civ. Prac. & Rem. Code Sec. 37.009
and TILA Sec. 1640(a)(3).

Lighthouse seeks reconsideration of two issues and clarification
of one issue decided in Harmon III:

     -- Lighthouse claimed that, as an equitable subrogee, it was
entitled to recover its reasonable legal fees and expenses.

     -- Lighthouse argued that the Harmons were not entitled to
recover legal fees under the Tex. Civ. Prac. & Rem. Code Sec.
37.009.  According to Lighthouse, the Harmons' declaratory
judgment action was governed by the Federal Declaratory Judgment
Act, which generally does not permit the recovery of legal fees,
and not the Texas Declaratory Judgment Act.  Thus, the Court's
award of legal fees to the Harmons pursuant to the Texas DJA was
erroneous.

     -- Lighthouse's third point of contention concerned its
ability to recover any deficient amounts owed by Mr. Harmon under
the promissory note he executed in Lighthouse's favor.  Lighthouse
stated that Harmon III  did not address Lighthouse's ability to
recover the deficiency from Mr. Harmon.  Lighthouse requested that
the Court "clarify and modify its decision to reflect that nothing
therein precludes Lighthouse from pursuing an action against Mr.
Harmon on any deficiency under the note."

In an April 14, 2011 Memorandum Opinion, Judge Isgur held that:

     1. Lighthouse is not entitled to recover its legal fees and
expenses under the doctrine of equitable subrogation;

     2. The Harmons are only entitled to recover legal fees and
expenses associated with their TILA claim;

     3. Lighthouse's request for modification of Harmon III to
reflect Lighthouse's ability to recover any deficiency from Mr.
Harmon is denied; and

      4. Lighthouse must compensate Ms. Harmon's bankruptcy estate
for $50,310.00 in legal fees under TILA Sec. 1640(a)(3).

A copy of Judge Isgur's ruling is available at http://is.gd/2RUcnM
from Leagle.com.

                       About Hillary Harmon

Hillary Durgin Harmon in Houston, Texas, filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 10-33789) on May 4, 2010.
Leonard H Simon, Esq., at Pendergraft & Simon LLP, serves as
the Debtor's counsel.  In her petition, the Debtor estimated
$1 million to $10 million in assets and debts.


HYTHIAM INC: To Sell Indeterminate Common Shares for $42MM
----------------------------------------------------------
In an Amendment No. 1 to Form S-3 registration statement filed
with the U.S. Securities and Exchange Commission, Hythiam, Inc.,
said that it plans to offer from time to time in one or more
offerings shares of the Company's common stock par value $0.0001
per share, equal to those indeterminate shares of common stock
resulting in gross proceeds to the Company equal to up to
$42,000,000.  The Shares may be offered in separate transactions
or, in the aggregate, in a single transaction.  The Company will
provide the material terms of those transactions in supplements to
the prospectus.

The Company's common stock is quoted on The NASDAQ National Market
under the symbol "HYTM."  On Sept. 21, 2005, the last reported
sale price of the Company's common stock as reported on NASDAQ was
$6.80 per share.

The Company will sell directly, through agents, dealers or
underwriters as designated from time to time, or through a
combination of these methods.  The Company reserves the sole right
to accept, and together with its agents, dealers and underwriters
reserves the right to reject, in whole or in part, any proposed
purchase of the Shares to be made directly or through agent,
dealers, or underwriters.  If any agents, dealers or underwriters
are involved in the sale of the Shares, the relevant prospectus
supplement will set forth any applicable commissions or discounts.
The Company's net proceeds from the sale of securities will also
be set forth in the relevant prospectus supplement.

A full-text copy of the amended prospectus is available for free
at http://is.gd/0ATFXp

                        About Hythiam, Inc.

Based in Los Angeles, Hythiam, Inc., n/k/a Catasys, Inc., is a
healthcare services management company, providing through its
Catasys(R) subsidiary specialized behavioral health management
services for substance abuse to health plans.

The Company reported a net loss of $19.99 million on $448,000 of
total revenues for the twelve months ended Dec. 31, 2010, compared
with a net loss of $9.15 million on $1.53 million of total
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $7.94 million
in total assets, $18.12 million in total liabilities and $10.18
million in total stockholders' deficit.

Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2010.


IMH FINANCIAL: Incurs $117.04 Million Net Loss in 2010
------------------------------------------------------
IMH Financial Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $117.04 million on $3.75 million of total revenue for the
year ended Dec. 31, 2010, compared with a net loss of $74.47
million on $22.52 million of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$229.93 million in total assets, $28.57 million in total
liabilities, and $201.36 million in total owners' equity.

BDO USA, LLP, in Phoenix, Arizona, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and is not currently generating sufficient cash flows to
sustain operations.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/U1UNph

                        About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

"Given the current state of the real estate and credit markets, we
believe the realization of full recovery of the cost basis in our
assets is unlikely to occur in a reasonable time frame and may not
occur at all, and we may be required to liquidate portions of our
assets for liquidity purposes at a price significantly below the
initial cost basis or potentially below current carrying values.
If we are not able to liquidate a sufficient portion of our assets
or access credit under the credit facility currently under
negotiation, there may be substantial doubt about our ability to
continue as a going concern. Nevertheless, we believe that our
cash and cash equivalents, coupled with liquidity derived from the
credit facility currently under negotiation and the disposition of
certain of the loans and real estate held for sale, will allow us
to fund current operations over the next 12 months," the Company
said in its Form 10-Q for the quarter ended Sept. 30, 2010.


INTEGRA BANK: To Move Stock Listing From NASDAQ Capital Market
--------------------------------------------------------------
Integra Bank Corporation reported that it was delisting its common
stock from The NASDAQ Capital Market and that the stock is
expected to begin trading on the OTCQBTM Marketplace effective
with the opening of business on May 2, 2011.

As previously disclosed, the Company received notification from
the NASDAQ Stock Market that the Company was not in compliance
with minimum standards for shareholders' equity, as set forth in
Listing Rule 5550(b) for continued listing of the Company's common
stock on The NASDAQ Capital Market.  The notification indicated
that the Company had 45 calendar days, or until May 5, 2011, to
submit a plan to regain compliance with the standard for continued
listing set forth in Listing Rule 5550(b).  The Company is also
currently not in compliance with Marketplace Rule 5450(a)(1),
which requires that the trading price exceed $1.00 per share for a
ten day period.

After considering its available options to regain compliance, the
Company concluded that efforts to secure a continuation of the
current listing of its common stock were not in its best
interests.  The Company notified Nasdaq on April 15, 2011 of its
intention to voluntarily delist its common stock from The NASDAQ
Capital Market, and to file a Form 25 with the SEC and Nasdaq on
April 20, 2011.  The Company expects that trading of its common
stock will be suspended from The NASDAQ Capital Market at the open
of market trading on May 2, 2011.

Operated by OTC Markets Group Inc., the OTCQB is a market for OTC
traded companies that are registered and reporting with the
Securities and Exchange Commission.  The Company's common stock
will continue to be registered with the SEC under the Securities
Exchange Act of 1934.

OTC Markets Group Inc. operates the world's largest electronic
marketplace for broker-dealers to trade unlisted stocks.  Its OTC
Link platform supports an open network of competing broker-dealers
that provide investors with the best prices in over 10,000 OTC
securities.  In 2010, securities on OTC Link traded over $144
billion in dollar volume, making it the third largest U.S. equity
trading venue after NASDAQ and the NYSE.  Operated by OTC Markets
Group Inc., the OTCQB is a market tier for OTC traded companies
that are registered and reporting with the Securities Exchange
Commission.  The Company's shares will continue to trade under the
symbol IBNK on the computerized OTCQB system.  Investors will be
able to view stock quotes for IBNK at http://www.otcmarkets.com.

                           About Integra

Headquartered in Evansville, Indiana, Integra Bank Corporation
(Nasdaq:IBNK) -- http://www.integrabank.com/-- is the parent of
Integra Bank N.A.  As of Dec. 31, 2010, Integra Bank has $2.4
billion in total assets.  Integra Bank currently operates 52
banking centers and 100 ATMs at locations in Indiana, Kentucky,
and Illinois.

In Integra Bank's annual report on Form 10-K for the fiscal year
ended Dec. 31, 2010, Crowe Horwath LLP, in Louisville, Kentucky,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company's cumulative net loss to common shareholders from 2008
through 2010 exceeded $430 million and the Company has negative
shareholders' equity at Dec. 31, 2010.  "These results are
primarily due to asset impairments, particularly loans.  The
Company cannot currently generate sufficient revenue to support
its operating expenses and the Company's bank subsidiary has not
been able to achieve the capital levels required by regulatory
order.

As of Dec. 31, 2010, Integra Bank Corp. had $2.421 billion in
total assets, $2.440 billion in total liabilities, and a
stockholders' deficit of $18.8 million.


ISLAND ONE: Creditors Committee Says Plan Biased to Lenders
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Island One Inc.'s unsecured
creditors are urging a bankruptcy judge to deny a restructuring
plan they fear the timeshare-resort manager is pursuing for the
sole benefit of its lenders and at their expense.  The plan, which
calls for the sale of Island One's new equity, is the result of a
"fundamentally flawed process" pursued by Island One and majority
lenders Textron Financial Corp. and Liberty Bank, according to the
official committee representing Island One's unsecured creditors.

"From the outset of these bankruptcy cases, the majority lenders
have abused the bankruptcy process by orchestrating events for
their benefit without any regard for the interests of unsecured
creditors or the debtors' estates," the committee said in court
papers last week, according to DBR.

DBR says attorneys representing Island One and Textron weren't
available for comment Monday, and a spokesman for the attorneys
representing Liberty declined to comment.

As reported by the Troubled Company Reporter on March 17, 2011,
the Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida set to April 20, 2011, at 10:15 a.m.,
the hearing on the approval of the sale of the Debtors' assets and
the confirmation of the Debtors' plan of reorganization and its
accompanying disclosure statement.

                         About Island One

Orlando, Florida-based Island One, Inc., filed for Chapter 11
bankruptcy protection on September 10, 2010 (Bankr. M.D. Fla. Case
No. 10-16177).  Tiffany D. Payne, Esq., Elizabeth A. Green, Esq.,
and Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, in Orlando
Fla., represent the Debtors as counsel.  In its schedules, the
Debtor disclosed $155,100,767 in assets and $310,897,452 in
liabilities.

IOI Funding I, LLC, a debtor-affiliate, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 10-16189) on
Sept. 10, 2010.  The Debtor disclosed total assets of $9,230,309,
and total liabilities of $7,265,160.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of Island One, Inc. has tapped Adam Lawton Alpert, Esq., a
shareholder, and Bush Ross, P.A. as its general counsel.


JACOBS FINANCIAL: Delays Filing of Feb. 28 Quarterly Report
-----------------------------------------------------------
Jacobs Financial Group, Inc., informed the U.S. Securities and
Exchange Commission that it was unable, without unreasonable
effort and expense, to prepare its accounting records and
schedules in sufficient time to allow its accountants to complete
their review of the Company's financial statements for the period
ended Feb. 28, 2011, before the required filing date for the
subject Quarterly Report on Form 10-Q.  The Company intends to
file the  subject Quarterly  Report on Form 10-Q on or before the
fifth calendar day following the prescribed due date.

                      About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.

The Company's balance sheet at Nov. 30, 2010, showed $7.98 million
in total assets, $12.78 million in total liabilities,
$3.07 million in Series A preferred stock, and a $7.36 million
stockholders' deficit.

As reported in the Troubled Company Reporter on Sept. 17, 2010,
Malin, Bergquist & Company, LLP, in Pittsburgh, Pa., expressed
substantial doubt about Jacobs Financial's ability to continue as
a going concern, following the Company's results for the fiscal
year ended May 31, 2010.  The independent auditors noted of the
Company's significant net working capital deficit and operating
losses.


JEFFERSON COUNTY: Suit Against JPMorgan May Proceed, Court Says
---------------------------------------------------------------
Martin Z. Braun at Bloomberg News reports that Jefferson County
may proceed with a lawsuit against JPMorgan Chase & Co. and two
former bankers that claims the New York-based bank defrauded the
county with a risky financing of more than $3 billion of sewer
debt, the Alabama Supreme Court ruled.  The justices said a trial
court has jurisdiction over the case, denying a petition by
JPMorgan and its bankers Charles LeCroy and Douglas MacFaddin.

Bloomberg recounts that Jefferson County sued JPMorgan in November
2009, saying JPMorgan and the bankers enticed it to convert fixed-
rate debt to more risky floating-rate bonds layered with
derivatives.  The bank paid millions to close friends of former
county commissioners to get the deals, the suit says.

                       About Jefferson County

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

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

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


JOHN MCMONIGLE: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------------
Churm Media reports that John McMonigle, a Newport Beach-based
luxury real estate agent, has filed an individual petition for
Chapter 7 bankruptcy.  The McMonigle Group Inc., however, did not
file for bankruptcy.

According to the report, Mr. McMonigle has between $1 million and
$10 million in assets and debt between $50 and $100 million.
Meanwhile, construction on the massive Villa del Lago estate in
Newport Coast, which McMonigle is building, reportedly is stalled
due to lender problems.  The property is currently valued at $37
million - a far cry from an earlier price tag of $87 million.

The report says four McMonigle projects have received default
notices; the Villa del Lago estate and McMonigle Group
headquarters are among them.


JOSEPH-BETH BOOKSELLERS: To Auction Stores Today
------------------------------------------------
Fredericksburg.com reports that a bankruptcy auction is scheduled
for Joseph-Beth Booksellers on Wednesday at 10 a.m.  Bidders will
be vying for Joseph-Beth's stores and assets in Lexington,
Cincinnati, Cleveland, Memphis and Spotsylvania.  Bidders are
expected to include liquidators, Joseph-Beth co-founder Neil Van
Uum, and Barnes & Noble.

                   About Joseph-Beth Booksellers

Cincinnati, Ohio-based Joseph-Beth Booksellers, LLC, operated
seven bookstores and bookstore-cafes in Kentucky, Ohio,
Pennsylvania, North Carolina, and Virginia.  The Company filed for
Chapter 11 protection on Nov. 11, 2010 (Bankr. E.D. Ky. Case No.
10-53594).  The case is jointly administered with JB Booksellers,
Inc., (Bankr. Case No. 10-53593).  Ellen Arvin Kennedy, Esq., at
Dinsmore & Shohl, represents the Debtor.  The Debtor disclosed
assets of $15,941,680 and liabilities of $18,501,989 as of the
Chapter 11 filing.

Lowenstein Sandler PC and Frost Brown Todd LLC, serve as co-
counsels for Official Committee of Unsecured Creditors.  Traxi
LLC, serves as financial advisor to the Committee.


KH FUNDING: Committee Wants Pachulski Stang as Counsel
------------------------------------------------------
The Official Committee of Unsecured Creditors of KH Funding
Company's Chapter 11 case seeks authority from the U.S. Bankruptcy
Court for the District of Maryland to retain Pachulski Stang Ziehl
& Jones LLP as counsel nunc pro tunc to Jan. 31, 2011.

The principal attorneys and paralegals designated to represent the
Committee and their standard hourly rates are:

     Bradford J. Sandler, Esq.         $650
     Michael R. Seidl, Esq.            $595
     Peter J. Keane, Esq.              $345
     Lynzy Oberholzer (paralegal)      $245

The Debtor will also reimburse Pachulski Stang's necessary out-of-
pocket expenses.

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

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com --
at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel.
W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Debtor's Official
Committee of Unsecured Creditors.  The Debtor estimated its assets
and debts at $10 million to $50 million.


LEHMAN BROTHERS: To Sell Stake in Real Estate Projects
------------------------------------------------------
Lehman Brothers Holdings Inc.'s is preparing to put its equity
stake in about 10 real estate projects on the block, Anton
Troianovski at The Wall Street Journal reported, citing people
familiar with the matter.

The move came as real-estate development begins to stir in a few
markets, the report said.  The report added that the buyer of
Lehman's stakes also likely would step into the investment bank's
old role as LCOR's financial partner in future developments,
these people said.

The makeup of the package being sold by Lehman isn't yet clear,
and neither is the estimated price the package will fetch, the
Journal said.  Representatives of Lehman and LCOR declined to
comment.

The report said the bankrupt estate's preliminary plans to put
the package on the block now reflect the heightened interest
among lenders and investors for new construction in key markets
like New York and Washington, especially in the apartment sector.

The report noted that apartment landlord Archstone, an entity
part-owned by the Lehman estate, and Houston developer Hines
broke ground on a long-delayed, $700 million mixed-use project in
downtown Washington after securing equity financing from the
real-estate arm of the Qatari Investment Authority.

The planned sale also comes as the Lehman estate steps up its
effort to sell the bankrupt investment bank's huge portfolio of
commercial real estate, the Journal related.  "We would expect,
over the next six to 12 months, to have a much more aggressive
disposition strategy, particularly on the strategic real-estate
assets," Bryan Marsal, Lehman's chief executive, said in
bankruptcy court on Jan. 13, according to a transcript.  "You're
going to see some major transactions coming before this court."

LCOR, a developer based in Berwyn, Pa., for years partnered with
Lehman on about 30 projects, from Terminal 4 at New York's John
F. Kennedy International Airport to the $850 million mixed-use
project at the White Flint Metrorail station in Washington's
Maryland suburbs, the Journal related.  After Lehman's collapse
in 2008, the investment bank continued to invest in some of
LCOR's projects to keep construction going and preserve value for
creditors, the report 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)


LEVI STRAUSS: Stockholders Elect Four Class 1 Directors
-------------------------------------------------------
The stockholders of Levi Strauss & Co., acting by unanimous
written consent through the voting trustees, elected four Class I
directors, all of whom will continue in office until the earlier
of the Annual Stockholders Meeting to be held in 2014 or until
their successors are elected and have qualified.  Those directors
are Fernando Aguirre, Robert D. Haas, Leon J. Level and Stephen C.
Neal.  No other matters were brought to a vote.

                      About Levi Strauss & Co.

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

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

The Company's balance sheet at Nov. 28, 2010 showed $3.14 billion
in total assets, $3.34 billion in total liabilities, and a
$208.80 million stockholders' deficit.

                           *     *     *

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

As reported by the TCR on March 24, 2011, Fitch Ratings has
downgraded its Issuer Default Rating on Levi Strauss & Co. to 'B+'
from 'BB-'.  The downgrade of the IDR reflects Levi's soft
operating trends and margin compression, continued high financial
leverage, and Fitch's expectation that Levi's financial profile
will not show meaningful improvement in the next one to two years.


LOCATION BASED TECHNOLOGIES: Has $3.2MM Loss in Feb. 28 Qtr.
------------------------------------------------------------
Location Based Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $3.20 million on $2,895 of total net
revenue for the three months ended Feb. 28, 2011, compared with a
net loss of $1.93 million on $3,826 of total net revenue for the
same period during the prior year.  The Company also reported a
net loss of $4.08 million on $4,867 of total net revenue for the
six months ended Feb. 28, 2011, compared with a net loss of
$4.24 million on $57,126 of total net revenue for the same period
during the prior year.

The Company's balance sheet at Feb. 28, 2011, showed $1.75 million
in total assets, $6.96 million in total liabilities, and a $5.21
million stockholders' deficit.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/k6mkrn

                 About Location Based Technologies

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.

As reported in the Troubled Company Reporter on Dec. 22, 2010,
Comiskey & Company, in Denver, Colo., expressed substantial doubt
about Location Based Technologies' ability to continue as a going
concern following its results for the fiscal year ended August 31,
2010.  The independent auditors noted that the Company has
incurred recurring losses since inception and has an accumulated
deficit in excess of $28,800,000 and a working capital deficit in
excess of $5,900,000.


LOWER BUCKS: Has Until May 9 to File Chapter 11 Plan
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has further extended the period within which Lower Bucks Hospital
can file a Chapter 11 plan of reorganization until May 9, 2011,
and solicit acceptances of that plan until July 8, 2011.

                    About Lower Bucks Hospital

Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit
hospital based in Bristol, Pennsylvania.  The Hospital is
currently licensed to operate 183 beds.  Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities.  The Hospital's emergency room serves
approximately 30,000 patients annually.  For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians also filed Chapter 11 petitions.  Jeffrey
C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, assist
the Hospital in its restructuring effort.  Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent.  The
Hospital estimated $50 million to $100 million in assets and
$50 million to $100 million in liabilities as of the Chapter 11
filing.


LOWER BUCKS: Wants Zelenkofske Axelrod to Provide Tax Services
--------------------------------------------------------------
Lower Bucks Hospital seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ
Zelenkofske Axelrod LLC to provide non-bankruptcy related tax
preparation services for the tax year ended June 30, 2010.

The Debtors will pay Zelenkofske Axelrod a $16,390 fixed fee for
the engagement.

Richard Carlin, a member of Zelenkofske Axelrod, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                    About Lower Bucks Hospital

Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit
hospital based in Bristol, Pennsylvania.  The Hospital is
currently licensed to operate 183 beds.  Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities.  The Hospital's emergency room serves
approximately 30,000 patients annually.  For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians also filed Chapter 11 petitions.  Jeffrey
C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, assist
the Hospital in its restructuring effort.  Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent.  The
Hospital estimated $50 million to $100 million in assets and
$50 million to $100 million in liabilities as of the Chapter 11
filing.


MARONDA HOMES: Files for Bankruptcy in Pennsylvania
---------------------------------------------------
Maronda Homes Inc., a residential developer based in western
Pennsylvania, along with affiliates, filed for Chapter 11
bankruptcy (Bankr. W.D. Pa. Case No. 11-22418).

Maronda Homes, citing its inability to renegotiate credit terms,
estimated assets of $100 million to $500 million and debts of $50
million to $100 million.  The Debtors owe $98 million on a bank
debt, with the lenders secured by mortgages on properties of the
Debtors and affiliates.

Maronda, a family-owned business, has been building homes since
1972.  It has more than 100 employees.

Maronda, based in Clinton, Pennsylvania, near Pittsburgh, builds
homes in Florida, Pennsylvania, Georgia and Kentucky.  According
to a court filing, the appraisals of the properties indicate an
aggregate retail value of the mortgaged real estate of $152
million; more than $50 million above the totality of amounts due
to the lenders.

According to a court filing, "Like every home builder in the
United States, Maronda suffered a serious downturn in its business
when the mortgage lending crisis rippled through the home
construction industry beginning in 2007-2008.  Unlike many other
home builders which did not survive, however, Maronda was able to
weather the consequences of the industry downturn by aggressively
managing and reducing its expenses and overhead, consolidating
office locations, implementing work force reductions and by
substantially adjusting its building and marketing plans.  By
virtue of these actions, Maronda's business has survived and begun
to show signs of improvement: March 2011 was the best sales month
for Maronda since the 2009 federally subsidized buyer tax credit
expired."

                Pursuit of Revised Credit Agreement

Beginning in mid-2009, Maronda and the lead institutions, Bank of
America and Wells Fargo, had discussions regarding the terms of a
revised credit facility.  Maronda said that despite its
unblemished payment history, its prompt action to substantially
reduce operating costs and prior repayments that reduced Maronda's
bank debt by more than half, the Lenders nonetheless insisted on a
new credit agreement that would substantially increase interest
rates and require substantial collateral in the form of mortgages
on real estate owned and under development.

Maronda continued, "After the Credit Agreement was executed and as
the initial stages of mortgage documentation process proceeded,
disputes arose between Maronda and the Lenders, and it became
increasingly apparent to Maronda that the Lenders were refusing to
honor promises they had made, were being completely inflexible
about the mortgaging process and were making requests that were
neither reasonable nor required by the Credit Agreement."

Maronda said that Bank of America, the agent, reported that 13 of
the 14 banks comprising the Lender Group had agreed to the
proposed changes, but combined that report with the "bad news"
that one bank -- Huntington Bank -- which represented just 6.7% of
the amounts loaned by the Lender Group refused to agree.

"Given the situation with the lenders, the resulting liquidity,
absence of credit availability and threatened foreclosure of its
assets would lead inevitably to Maronda's inability to pay its
debts as they become due," Maronda also said in court papers.
"Thus debtors were left with no option except to commence these
bankruptcy proceedings."

                          Cash Collateral

The Debtors are seeking approval from the bankruptcy court to use
cash collateral.  Joseph F. McDonough, Esq., at Manion McDonough &
Lucas, P.C., counsel to the Debtors, said the Debtors do not have
access to unsecured credit, with or without an administrative
priority, that will allow them to fund their continuing
operations.  He said, among other things, that the Debtors have
continued to pay all of their creditors in full and on time,
meaning that they have not built up any reserves as could have
occurred by delaying payments.  He added that the Debtors are
already substantially indebted to their parent company Maronda,
Inc. which is not in a position to provide further funding beyond
the $7.7 million already provided during the past six months.


MARONDA HOMES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Maronda Homes, Inc.
        1383 State Route 30
        Clinton, PA 15026
        Tel: (412) 788-7400

Bankruptcy Case No.: 11-22418

Chapter 11 Petition Date: April 18, 2011

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Joseph F. McDonough, Esq.
                  MANION MCDONOUGH & LUCAS
                  USX Tower, Grant Street, Suite 1414
                  Pittsburgh, PA 15219
                  Tel: (412) 232-2000
                  Fax: (412) 232-0206
                  E-mail: jmcdonough@mmlpc.com

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Ronald W. Wolf, president/CEO.

Affiliates that simultaneously filed separate Chapter 11 petitions
on April 18, 2011:

        Debtor                        Case No.
        ------                        --------
Maronda Homes, Inc. of Ohio           11-22422
Maronda Homes of Cincinnati, LLC      11-22424

Maronda Homes, Inc.'s List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Gexpro                             Trade Debt             $147,088
P.O. Box 100275
Atlanta, GA 30384

RI Lampus Company                  Trade Debt              $99,597
816 RI Lampus Avenue
Springdale, PA 15144

Nicklas Supply                     Trade Debt              $72,133
P.O. Box 1730
Cranberry Township, PA 16066

SP Floors, LLC                     Trade Debt              $68,432

Auen, Inc.                         Trade Debt              $65,816

McClure-Johnston Co.               Trade Debt              $45,059

Ohio Valley Building Products      Trade Debt              $31,843

Peirce-Phelps, Inc.                Trade Debt              $30,460

Masco Builder Cabinet Group        Trade Debt              $28,082

PG Publishing Company              Trade Debt              $27,454

JJ Kennedy Inc.                    Trade Debt              $24,845

Quality Stone V                    Trade Debt              $22,549

General Electric Co.               Trade Debt              $19,506

Lutz, Kirk                         Trade Debt              $17,958

Tresco Concrete Products           Trade Debt              $13,422

Reiser, Bryan J.                   Trade Debt              $12,789

Wade Heating & Cooling             Trade Debt              $11,568

LNJ Steel Framing System           Trade Debt              $11,414

Kolar's Excavation LLC             Trade Debt              $10,797

Sieminski, Gregory                 Trade Debt               $9,599


MAYFAIR BAGELS: Blames Bankruptcy on Poor Sales, Rising Costs
-------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Mayfair Bagels Inc. President Jeffrey Grossfeld
blamed his company's bankruptcy filing on stagnant sales and the
increasing costs of raw materials such as flour.

Ms. Stech relates that in the days leading up to its bankruptcy
filing, the company went after customers who have discerning
religious tastes.  She reports that Rabbi Asher Schechter has
certified the kitchens at the chain's dozen or so stores as
kosher, according to a letter dated April 1 on its Web site.  The
notice declares its bagels, rolls, challahs and challah rolls as
parve, which means they weren't prepared with meat or dairy
products but can be eaten with both meat and dairy meals.  Kosher
kitchen areas are also blessed by a rabbi.

Mayfair Bagels, Inc., dba Bagel Boss, in Commack, New York, filed
for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 11-72522) on
April 13, 2011, Judge Robert E. Grossman presiding.  Gary C.
Fischoff, Esq., at Steinberg, Fineo, Berger & Fischoff, serve
as the Debtor's counsel.  In its petition, the Debtor listed
$48,520 in assets and $1,184,383 in liabilities.  Affiliate
Catering Boss, Inc., filed a separate petition (Bankr. E.D.N.Y.
Case No. 11-72521) on April 13.


MCMONIGLE GROUP: Owner Files Ch. 7; Project Stalled
---------------------------------------------------
Churm Media reports that John McMonigle, a Newport Beach-based
luxury real estate agent, has filed an individual petition for
Chapter 7 bankruptcy.  The McMonigle Group Inc., however, did not
file for bankruptcy.

According to the report, Mr. McMonigle has between $1 million and
$10 million in assets and debt between $50 and $100 million.
Meanwhile, construction on the massive Villa del Lago estate in
Newport Coast, which McMonigle is building, reportedly is stalled
due to lender problems.  The property is currently valued at $37
million - a far cry from an earlier price tag of $87 million.

The report says four McMonigle projects have received default
notices; the Villa del Lago estate and McMonigle Group
headquarters are among them.


MK NETWORK: Stipulates Case Dismissal to Resolve Debt Disputes
--------------------------------------------------------------
Judge Sean H. Lane authorized MK Networks, LLC and its debtor
affiliates to enter into a binding term sheet, which memorializes
global agreements on the Debtors' Chapter 11 cases and the
disposition of the Debtors' prepetition collateral.

The term sheet provides that the Debtors' Chapter 11 cases will be
closed pursuant to Section 350(a) of the Bankruptcy Code and a
final decree will be granted for the Debtors' chapter 11 cases.

The Debtors executed the term sheet with Fifth Street Finance
Corp. or "FSFC"; Triton Pacific Capital Partners LLC; MedKnowledge
Investors, L.P. and MedKnowledge Investors II, L.P.; Erica
Keleher, and Michael Keleher, in their individual capacities.
Upon review, the Keleher Family Irrevocable Trust u/a 6/19/08 and
The Customer Link, Inc. aver that they agree to the terms of the
parties' agreement.

FSFC is the Debtors' pre-bankruptcy lender.  To secure their debt,
the Debtors granted to FSFC a lien on all of their assets.  Such
property and all cash and non-cash proceeds are referred to as the
prepetition collateral.  When the Debtors filed for bankruptcy,
they owed FSFC $16,144,140 in loan obligations plus interest and
fees.

The term sheet further provides that the Debtors will surrender to
FSFC peaceful possession of the Prepetition Collateral to be set
from time to time on a list or lists to be prepared by FSFC in its
sole discretion, wherever located.

The Debtors are only allowed to retain in their account at
People's Bank these amounts:

  -- $50,000 for the reasonable fees incurred by Lowenstein
     Sandler PC and JH Cohn LLP in connection with the Debtors'
     cases

  -- $5,850 for fees due under 28 U.S.C. Section 1930 during the
     pendency of the Chapter 11 cases

  -- $1,000 for the renewal of the Debtors' insurance policy
     issued by Continental Casualty Company

The Parties will also exchange mutual releases.

              About MK Network & Meridian Behavioral

MK Network, LLC, and Meridian Behavioral Health Network LLC, along
with a number of related entities, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10859).

MK Network, LLC and its related affiliates provide medical
communication services and assist pharmaceutical and biotechnology
brand teams with educating healthcare professionals on the
features, benefits and appropriate prescribing of drugs.  It
collectively employs 47 persons and has a monthly payroll of
$270,000.

Meridian Behavioral Health Network LLC and its subsidiaries own
largest for-profit behavioral healthcare company in Minnesota.
It collectively employs approximately 220 persons and have a
monthly payroll of approximately $700,000.

The MK Network Debtors are MK Network, LLC and its subsidiaries:
MedKnowledge Group, LLC; TCL Institute LLC; Insight Interactive
Network LLC; MedKnowledge Communications LLC; InteliMed
Communications LLC; MK Global Communications LLC; PharMediCom LLC;
MES Communications LLC; Center for Health Care Education LLC;
Medfinance LLC; Chester Education Group LLC; and The Center for
Medical Knowledge LLC.

The Meridian Debtors are Meridian Behavioral Health LLC and its
subsidiaries: Avalon Programs LLC; Alliance Clinic LLC; Cedar
Ridge Treatment Center LLC; Meadow Creek LLC; Odyssey Programs
LLC; Tapestry Treatment Center LLC; and, Twin Town Treatment
Center LLC.

Samuel Jason Teele, Esq., at Lowenstein Sandler, P.C., serves as
the Debtors' bankruptcy counsel.

Meridian and its subsidiaries had total assets of $13,932,174 and
total liabilities of $12,379,110 as of Dec. 31, 2010.

MK Network had consolidated assets of $27,334,969 and $29,447,953
as of Dec. 31, 2010.


MMI GENOMICS: Court Convenes Hearing on Case Conversion Today
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing today, April 20, 2011, at 10:30 a.m., to
consider the request of MetaMorphix, Inc., and MMI Genomics, Inc.,
to convert their cases into to Chapter 7 of the Bankruptcy Code.

The Debtors explained that they have no assets with which they can
facilitate a Chapter 11 reorganization.

The Debtors related that the closing of the sale of substantially
all of their assets of the Debtors occurred on March 18.  The
Debtors sold their assets to Branhaven LLC, the collateral agent
to the holders of 12.5% Notes.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, asked that
the Court deny the Debtors' motion to convert their cases if the
proposed form of order is not modified.  The U.S. Trustee asked
that Debtors' proposed form of order must include (i) language
with respect to the Debtors' obligations under Fed. R. Bankr. P.
1019, and (ii) language requiring a representative of the Debtors
to appear at the first meeting of creditors held after entry of
the conversion order

The Debtors are represented by:

         Adam Hiller, Esq.
         Donna L. Harris, Esq.
         Kevin M. Capuzzi, Esq.
         1220 North Market Street, Suite 950
         Wilmington, DE 19801
         Tel: (302) 504-1497
         Fax: (302) 442-7046

The U.S. Trustee is represented by:

         Jane M. Leamy, Esq.
         J. Caleb Boggs Federal Building
         844 King Street, Suite 2207, Lockbox 35
         Wilmington, DE 19801
         Tel: (302) 573-6491
         Fax: (302) 573-6497

                     About MMI Genomics Inc.

Calverton, Maryland-based MMI Genomics Inc. applies genomics
technologies to develop livestock and companion animal products
that enhance animal health.  It filed for Chapter 11 bankruptcy
protection on November 18, 2010 (Bankr. D. Del. Case No. 10-
13775).  Adam Hiller, Esq., at Pinckney, Harris & Weidinger, LLC,
assists the Debtor in its restructuring effort.  MMi Genomics
disclosed $1,283,786 in assets and $10,854,750 in liabilities as
of the Chapter 11 filing.

Affiliate MetaMorphix, Inc. (Bankr. D. Del. Case No. 10-10273),
filed a separate Chapter 11 petition on January 28, 2010.

On Dec. 9, 2010, the U.S. Trustee for Region 3 appointed these
persons to the Official Committee of Unsecured Creditors in the
Debtors' cases (1) Haussler Office Park, LLC; (2) Qiagen, Inc.;
and (3) Mr. John Van Valer.  The Committee retained Klehr Harrison
Harvey Branzburg LLP as its Counsel.


MOLECULAR INSIGHT: Court Extends Lease Decision Pd. to July 7
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, has extended the deadline by which Molecular
Insight Pharmaceuticals, Inc. must assume or reject its unexpired
leases to the earlier of the date of entry of an order confirming
its Chapter 11 plan and July 7, 2011.

                     About Molecular Insight

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases.  The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
Sept. 30, 2010.

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


MOLECULAR INSIGHT: Court to Hold Confirmation Hearing on May 5
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts found
the disclosure statement with respect to the First Amended Chapter
11 Plan of Reorganization of Molecular Insight Pharmaceuticals,
Inc.

Pursuant to Section 1125 of the Bankruptcy Code and Rule 3017(b)
of the Federal Rules of Bankruptcy Procedure, the Disclosure
Statement, as amended to comport with any changes approved on the
Disclosure Statement hearing held on March 23, 2011, is approved
as containing adequate information within the meaning of Section
1125, the bankruptcy judge held.

To the extent not withdrawn, settled, or resolved, all objections
to the Debtor's motion approving the Disclosure Statement and the
Disclosure Statement are overruled, the Court ruled.

In order to be counted as a vote to accept or reject the Plan, a
ballot or master ballot must be properly executed, completed and
delivered to the solicitation agent no later than 5:00 p.m. on
April 25, 2011.

The bankruptcy judge will consider confirmation of the Plan on
May 5, 2011 at 10:00 a.m. in Boston, Massachusetts.  Any objection
to confirmation of the Plan must be filed and served on or before
4:30 p.m. on April 25, 2011.

The Debtor filed with the Court an Amended Disclosure Statement
and Plan to reflect changes approved on the Disclosure Statement
Hearing and the confirmation timeline.

The Amended Plan was developed after extensive negotiations
between the Debtor and an informal group of holders of the
Debtor's senior floating rate bonds due 2012 and is being filed as
an amendment to the Debtors' original Plan of Reorganization.
While the Original Plan provided for, among other things, a
$45,000,000 contribution of new equity by Savitr and the
distribution of up to $120,000,000 in newly issued bonds to
holders of the Bonds, it did not have the Bondholders' support.
As amended, the Plan now has the support of the Consenting
Bondholders and provides for, among other things:

   (i) $40,000,000 of new capital, to be raised through an exit
       facility that will be funded by certain of the Consenting
       Bondholders and affiliate entities of certain of the
       Consenting Bondholders;

  (ii) the conversion of the Bonds into 100% of the new equity in
       the post-Effective Date reorganized Debtor;

(iii) the payment of a pro rata share of $500,000 in cash to
       holders of allowed general unsecured claims; and

  (iv) the cancellation of existing equity interests.

Under the Amended Plan, Class 1 Other Priority Claims and Class 2
Other Secured Claims are unimpaired and deemed to accept the Plan.
Class 3 Secured Bond Claims and Class 4 General Unsecured Claims
are impaired and are entitled to vote on the Plan.  Class 5
Section 510(b) and Class 6 Other Molecular Insight Equity are
impaired and deemed to reject the Plan.

Full-text copies of the First Amended Plan and Disclosure
Statement dated March 23, 2011, are available for free at:

   http://bankrupt.com/misc/MolecularInsight_1stAmDS.pdf
   http://bankrupt.com/misc/MolecularInsight_1stAmPlan.pdf

The Debtor filed with the Court on March 7, 2011, a First Amended
Plan of Reorganization and accompanying Disclosure Statement,
full-text copies of which are available for free at:

   http://bankrupt.com/misc/MolecularInsight_Mar7DS.pdf
   http://bankrupt.com/misc/MolecularInsight_Mar7DS.pdf

                       About Molecular Insight

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases.  The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
Sept. 30, 2010.

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


MONTGOMERY REALTY: Court Enters Final Decree Closing Ch. 11 Case
----------------------------------------------------------------
Montgomery Realty Group, Inc. sought and obtained from Judge
Dennis Montali of the U.S. Bankruptcy Court for the Northern
District of California a final decree closing its Chapter 11 case.

As reported by The Troubled Company Reporter on August 30, 2011,
the Debtor obtained confirmation of its Plan of Reorganization,
which provides for the restructuring of the debts encumbering two
continuing properties, a surrender of the Glen Oaks Apartments to
its secured creditors, and for payment of all other claims against
the Debtor.

Based in San Francisco, Montgomery Realty Group, Inc. filed for
Chapter 11 relief on July 6, 2009 (Bankr. C.D. Calif. Case No.
09-31879).  Montgomery leases and operates improved properties.
Michael St. James, Esq., at St. James Law, represents the Debtor
as counsel.  In its petition, the Debtor estimated between
$10 million and $50 million each in assets and debts.


MORITZ WALK: Green Bank Fails in 2nd Attempt for Stay Relief
------------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul declined a supplemental request
by Green Bank, N.A. for relief from the automatic stay in the
bankruptcy case of Moritz Walk, LP.  Green Bank first sought stay
relief in January.  In her March 3, 2011 Memorandum Opinion, Judge
Paul conditioned the stay on the Debtor's filing of a plan by
April 15 and obtaining confirmation by July 11.

In its supplemental request, Green Bank asserts that, with more
than 90 days having passed since the Petition Date, the Debtor has
not filed a plan that has a reasonable possibility of being
confirmed within a reasonable time, and the Debtor has not
commenced monthly payments in an amount equal to interest at the
applicable nondefault contract rate of interest.

The Debtor contends that the Court's ruling conditioning the stay
on filing of a plan by April 15 extended the time contained in
Section 362(d)(3) of the Bankruptcy Code.

According to Judge Paul, the March 3 ruling was silent as to its
effect on Section 362(d)(3).  "It is a plausible construction that
the deadline was extended, and also a plausible construction that
the deadline was not extended.  In light of the short time between
90 days after the petition date (March 6, 2011) and the date by
which Debtor was ordered to file a plan in order to comply with
Section 362(d)(1) (April 15, 2011), the court will not lift the
stay in the instant case," Judge Paul said.

A copy of Judge Paul's April 15, 2011 Memorandum Opinion is
available at http://is.gd/Ov9qsRfrom Leagle.com.

Based in Houston, Texas, Moritz Walk, L.P., filed for Chapter 11
protection (Bankr. S.D. Tex. Case No. 10-41069) on Dec. 6, 2010,
represented by James B. Jameson, Esq. -- jbjameson@jamesonlaw.net
-- at James B. Jameson & Associates.  The Debtor scheduled assets
of $3,660,160 and debts of $3,392,181.  The Debtor indicated in
its Chapter 11 petition that it is a single asset real estate
entity.


NATIONAL AUTOMATION: Incurs $2.88 Million Net Loss in 2010
----------------------------------------------------------
National Automation Services, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K reporting a
net loss of $2.88 million on $1.95 million of revenue for the year
ended Dec. 31, 2010, compared with a net loss of $4.88 million on
$3.74 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $859,679 in
total assets, $6.97 million in total liabilities and a
$6.11 million total stockholders' deficit.

Lynda R. Keeton CPA, LLC, in Henderson, NV, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has working capital deficiencies and
continued net losses.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/6asO1b

                     About National Automation

Henderson, Nev.-based National Automation Services, Inc.
(Pinksheets: NASV) -- http://www.nasautomation.com/-- is a
holding company formed to acquire and operate specialized
automation control companies located in the Southwestern United
States.  Currently, the Company owns 100% of the capital stock of
two operating subsidiaries: (1) Intuitive Solutions, Inc., a
Nevada corporation, based in Henderson, Nevada, and (2) Intecon,
Inc., an Arizona corporation, based in Tempe, Arizona.


NATURAL PRODUCTS: Judge Refuses Centerview's $10-Mil. Claim
-----------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that Judge Brendan
Linehan Shannon of the U.S. Bankruptcy Court for the District of
Delaware on Friday refused Centerview Partners LLC's bid for a
declaration that reorganized Natural Products Group LLC never
terminated a marketing agreement that allegedly entitles
Centerview to $10 million.

Wilmington, Delaware-based Natural Products Group, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-
10239) on Jan. 27, 2010.  Eric Michael Sutty, Esq.; Jeffrey M.
Schlerf, Esq.; and John H. Strock, III, Esq., at Fox Rothschild
LLP, assist the Company in its restructuring effort.  The Company
listed $100,000,001 to $500,000,000 in assets and $500,000,001 to
$1,000,000,000 in liabilities.

The Company's affiliates -- Arbonne Intermerdiate Holdco, Inc.;
Levlad Intermediate Holdco, Inc.; Arbonne International, LLC;
Levlad, LLC; Arbonne Institute of Research and Development, LLC;
Arbonne International Holdings, Inc.; and Arbonne International
Distribution, Inc. -- filed separate Chapter 11 bankruptcy
petitions.


NCO GROUP: Plans to Sell $365 Million of Senior Notes
-----------------------------------------------------
NCO Group, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement regarding its
offering of $165,000,000 Floating Rate Senior Notes due 2013
$200,000,000 11.875% Senior Subordinated Notes due 2014.

The floating rate senior notes due 2013 were issued in exchange
for the floating rate senior notes due 2013 originally issued on
Nov. 15, 2006.  The 11.875% senior subordinated notes due 2014
were issued in exchange for the 11.875% senior subordinated notes
due 2014 originally issued on Nov. 15, 2006.

The senior notes bear interest at a floating rate equal to LIBOR
plus 4.875% per annum, quarterly in arrears.  Interest on the
senior notes is paid quarterly in arrears on each February 15, May
15, August 15 and November 15.  The senior notes will mature on
Nov. 15, 2013.

The senior subordinated notes bear interest at 11.875% per annum,
semi-annually in arrears.  Interest on the senior subordinated
notes is paid semi-annually in arrears each May 15 and November
15.  The senior subordinated notes will mature on Nov. 15, 2014.

The Company may redeem any of the senior notes or the senior
subordinated notes.  The current redemption price of the senior
notes is 100% of their principal amount, plus accrued interest.
The current redemption price of the senior subordinated notes is
105.938% of their principal amount, plus accrued interest.  The
redemption price of the senior subordinated notes will adjust to
102.969% of their principal amount after Nov. 15, 2011, and to
100% of their principal amount after Nov. 15, 2012, in each case
plus accrued interest.  There is no mandatory redemption or
sinking fund payments with respect to the notes.

The senior notes are unsecured and rank equally with any unsecured
senior indebtedness the Company incurs and the senior subordinated
notes are unsecured and are subordinated in right of payment to
all of the Company's existing and future senior indebtedness,
including obligations under the senior notes and the Company's
senior credit facility.  The notes are also effectively junior to
the Company's secured indebtedness to the extent of the assets
securing that indebtedness, including obligations under the
Company's senior credit facility.  All of the Company's wholly-
owned domestic subsidiaries that guarantee the Company's
obligations under the senior credit facility have guaranteed the
notes.  The guarantees with respect to the senior notes are
unsecured and rank equally with any unsecured senior indebtedness
of the guarantors and the guarantees with respect to the senior
subordinated notes are unsecured and are subordinated to all
existing and future senior obligations of the guarantors,
including each guarantor's guarantee of our obligations under the
senior notes and our senior credit facility.  The guarantees are
also effectively junior to all of the secured indebtedness of the
guarantors, including obligations under the Company's senior
credit facility, to the extent of the assets securing that
indebtedness.  The notes are also effectively subordinated to all
liabilities, including trade payables, of each of the Company's
foreign subsidiaries and the Company's domestic subsidiaries that
do not guarantee the notes.

The prospectus has been prepared for and may be used by J.P.
Morgan Securities LLC in connection with offers and sales of the
notes related to market-making transactions in the notes effected
from time to time. J.P. Morgan Securities LLC may act as principal
or agent in such transactions.  Such sales will be made at prices
related to prevailing market prices at the time of sale.  The
Company will not receive any proceeds from such sales.

A full-text copy of the Form S-1 prospectus is available at no
charge at http://is.gd/pJNXHs

                        About NCO Group Inc.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.

As reported by the Troubled Company Reporter on Feb. 2, 2011,
Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1
from B3 and changed the outlook to negative.  Simultaneously,
Moody's has also downgraded each of NCO's debt instrument ratings
by one notch and lower the Speculative Grade Liquidity rating to
SGL-4 from SGL3.  The downgrade reflects Moody's concern that
greater than expected revenue declines and continued earnings
pressure will extend beyond current levels due to deteriorating
consumer payment patterns and weaker volumes.  In addition,
Moody's expects financial flexibility will be further aggravated
by tightening headroom under its financial covenants and a
potential breach of covenants which will limit the company's
ability to draw upon its revolver.  Also, the company faces an
impending maturity on its $100 million senior secured revolving
credit facility due November of 2011.

The Company reported a net loss of $155.71 million on
$1.60 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $88.14 million on $1.58 billion of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.23 billion
in total assets, $1.15 billion in total liabilities, and
$86.92 million in total stockholders' equity.


NEW STREAM: U.S. Trustee Forms Creditors' Committee
---------------------------------------------------
Roberta A. Deangelis, the U.S. Trustee for Region 3, appointed
these persons to the Official Committee of Unsecured Creditors in
the Chapter 11 cases of New Stream Secured Capital, Inc. and its
debtor affiliates:

   1. Banco Nominees (Guernsey) Limited c/o Consulta Limited
      Attn: Matthew Ridley,
      20 St. James Street
      London, England SWIA IES
      Tel No.: 44-207-7766-5400
      Fax No.: 44-207-7766-5450

   2. SPAR (2004) LP
      Attn: Philip Siller
      43 Hillcrest Drive
      Toronto Canada M6G 2E2
      Tel No.: 416-364-7707
      Fax No.: 416-364-7737

   3. ZCALL, LLC
      Attn: Joseph Umbach
      250 Royal Palm Way, Suite 210
      Palm Beach FL 33480
      Tel No.: 561-805-9825
      Fax No.: 561-805-5360

                        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.


NEW STREAM: Seeks to Employ Reed Smith as Counsel
-------------------------------------------------
New Stream Secured Capital, Inc. and its debtor affiliates seek
the U.S. Bankruptcy Court for the District of Delaware's
permission to employ Reed Smith LLP as their counsel, nunc pro
tunc to the Petition Date.

As the Debtors' counsel, Reed Smith will:

   (a) advise the Debtors of their rights, powers and duties as
       debtors-in-possession;

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

   (c) represent the Debtors in meeting with their creditor,
       including attendance at meetings convened by the United
       States Trustee pursuant to Section 341(a) of the Bankruptcy
       Code;

   (d) prepare on behalf of the Debtors all necessary motions,
       applications, answers, orders, reports and papers in
       connection with the administration of the Debtors' estates;
       and

   (e) perform all other necessary legal services in connection
       with the Debtors' Chapter 11 cases.

The Debtors will pay Reed Smith's professionals according to their
customary hourly rates:

       Partners                       Rate per Hour
       --------                       -------------
       Scott M. Esterbrook                $522
       Lance Gotthoffer                   $752
       Amy J Greer                        $565
       Kurt F. Gwynne                     $616
       Constantine Karides                $697
       Nicole H. Kolhoff                  $586
       Scott W. Reid                      $714
       Carolyn H. Rosenberg               $752
       Duane F. Sigelko                   $646
       Wendy H. Schwartz                  $629
       Mark D. Silverschotz               $782
       Michael J Venditto                 $680

       Associates                      Rate per Hour
       ----------                      -------------
       Nina V. Ayer                       $395
       Aaron Bourke                       $340
       L. Cory Falgowski                  $450
       Casey D. Laffey                    $522
       Kathleen A. Murphy                 $378
       Michael A. Petrizzo                $493
       Timothy P. Reiley                  $297
       Brian M. Schenker                  $348
       Luke A. Sizemore                   $301
       Cameron O. Van Tassell             $340

       Paralegals                     Rate per Hour
       ----------                     -------------
       Evan F. Jaffe                      $170
       Lisa Lankford                      $187
       John Lord                          $272

Reed Smith will also be reimbursed for expenses incurred.

Scott M. Esterbrook, Esq., a member at Reed Smith --
sesterbrook@reedsmith.com -- discloses that his firm has
connections with these parties-in-interest in matters unrelated to
the Debtors' Chapter 11 cases:

* Banco Nominees Guernsey
* Guernoy Ltd.
* KBC Inv. Ltd. REF ABL
* MIO Partners, Inc.
* Sciens Capital Management
* Wilmington Trust Company

Reed Smith also received from the Debtors from August 2010 through
the Petition Date for services rendered and the payment of a
retainer for $2,000,000, which is being held by Reed Smith as
security for the payment of services rendered and to be rendered,
in connection with the Debtors' bankruptcy cases.  The Debtors
propose that the monies paid to Reed Smith and not expended for
prepetition services and disbursements be held by Reed Smith as
security throughout the Chapter 11 cases until the firm's fees and
expenses are awarded by final order of the Court and are payable
to Reed Smith.

Reed Smith is a "disinterested person" as that phrase is defined
in Section 101 (14) of the Bankruptcy Code.

                         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.

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.


NMT MEDICAL: Assigns All Assets for the Benefit of Creditors
------------------------------------------------------------
NMT Medical, Inc., announced on April 19, 2011, that, despite the
Company's efforts to obtain additional financing and identify
potential strategic transactions, it has failed to raise
additional funds or enter into such strategic transaction and,
therefore, it has entered into an Assignment for the Benefit of
Creditors, effective immediately, in accordance with Massachusetts
law.  The purpose of the Assignment is to conclude the Company's
operations and provide for an orderly liquidation of its assets.
The Company previously disclosed that it did not have resources to
sufficiently fund its continuing business operation and additional
capital was required to remain a going concern, and the Company
had been seeking strategic alternatives, including financings,
recapitalization, sale or disposition of one or more corporate
assets, a potential merger and/or a strategic business
combination, with various third parties over the course of the
past year.

The Assignment is a common law business liquidation mechanism
under Massachusetts law that is an alternative to a formal
bankruptcy proceeding. Under the terms of the Assignment, the
Company transferred all of its assets to an assignee for orderly
liquidation and distribution of the proceeds to the Company's
creditors.  The designated assignee for the Company is Joseph F.
Finn, Jr.  For creditors and other affected parties of NMT
Medical, Inc. all inquiries related to this action should be
addressed to Joseph F. Finn, Jr. at Finn, Warnke and Gayton, 167
Worcester Street, Suite 201, Wellesley Hills, MA 02481 (781-237-
8840).  Following the liquidation of the Company's assets and
distribution of proceeds by the assignee, the Company does not
expect that there will be any proceeds for distribution to the
Company's stockholders.  As part of the Assignment, the Company
has terminated the employment of all of its employees.

                         About NMT Medical

Based in Boston, NMT Medical, Inc. (NASDAQ: NMTI) --
http://www.nmtmedical.com/-- is an advanced medical technology
company that designs, develops, manufactures and markets
proprietary implant technologies that allow interventional
cardiologists to treat structural heart disease through minimally
invasive, catheter-based procedures.

The Company's balance sheet at Sept. 30, 2010, showed
$7.78 million in total assets, $9.75 million in total liabilities,
and a stockholders' deficit of $1.97 million.

The Company has incurred losses from operations during each of the
past two fiscal years and has experienced decreasing sales over
those time periods.  The Company also incurred a loss from
operations of $10.71 million for the nine months ended
Sept. 30, 2010.  The Company has also had negative operating
cash flows over the comparable periods, have approximately
$3.40 million in cash, cash equivalents and marketable securities
as of Sept. 30, 2010, and has an accumulated deficit of
$59.21 million as of Sept. 30, 2010.


NO FEAR: Seeks OK of New $3.5MM Loan Secured by Creditors
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that creditors of No Fear Retail
Stores Inc. found a cheaper bankruptcy loan for the struggling
teenage-apparel retailer, prompting company officials to ask the
court to swap out an earlier proposal they had put forth.  The new
$3.5 million loan from an affiliate of private equity firm Gordon
Brothers Group would help the company restock its bare shelves
before the crucial summer spending season.  In court papers filed
Friday with the U.S. Bankruptcy Court in San Diego, the company
asked for a quick approval of the money, which will help it "avoid
immediately jeopardizing the prospects for a successful
reorganization."  DBR notes U.S. Bankruptcy Court Judge Margaret
Mann had granted initial approval to an earlier proposal to borrow
money from Hilco Brands and Infinity FS Brands.

                       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.


NORTHERN BERKSHIRE: Misses $423,000 Bond Payment
------------------------------------------------
The Boston Business Journal's Craig M. Douglas reports that
Northern Berkshire Healthcare missed a Feb. 15 debt-service
payment of $423,000 on a troubled loan balance.  Worse, according
to the Boston Business Journal, Northern Berkshire no longer owns
the properties intended to support that debt load.

According to the Boston Business Journal, the missed debt-service
payment was detailed in bond filings Thursday by BNY Mellon
Corporate Trust Co. , which is the trustee assigned to collect and
monitor payments on the Northern Berkshire bond issued in 1999.
The report recounts that at origination, the bond proceeds totaled
$18.1 million and were used to financed the acquisition of two
health care facilities, the 180-bed Sweet Brook Care Centers and
70-unit Sweetwood Continuing Care Community, in New Jersey.

The Boston Business Journal reports that a Northern Berkshire
spokesman said the missed February payment was not
"unanticipated," adding that the Sweetwood and Sweet Brook
facilities were sold last year.  The sale to DES Senior Care
Holdings LLC of Delaware was for roughly $6 million, according to
the report.

"We are in proactive discussions with the majority bondholders
surrounding the debt and are working collaboratively with them on
the issue," wrote Northern Berkshire spokesman Paul Hopkins in an
e-mail, the report says.  Mr. Hopkins was unable to verify the
remaining balance on the 1999 bond issue.


O&S HOLDINGS: Lenders Foreclose on Louisiana Boardwalk
------------------------------------------------------
Lenders last week took control of the Louisiana Boardwalk, an
outdoor mall in Bossier City, La. across the Red River from
Shreveport, after no bidders came forward at a foreclosure
auction, Dow Jones' DBR Small Cap reports, citing David Miller of
the Bossier Parish Sheriff's Office.  According to DBR, the
roughly 500,000-square-foot project includes a waterfront
promenade, a carousel, a fountain and such tenants as Bass Pro
Shops.  But the mall's vacancies have risen and O&S Holdings, co-
founded by Paul Orfalea of Kinko's copier fame, defaulted in June
on a $128 million mortgage, DBR relates.

O&S Holdings, LLC -- http://www.osholdings.com/-- and its
affiliates have developed and own over 80 properties in the United
States.


OCEAN PLACE: Wants Morgan Melhuish as Special Litigation Counsel
----------------------------------------------------------------
Ocean Place Development LLC asks the U.S. Bankruptcy Court for the
District of New Jersey for authority to employ Morgan Melhuish
Abrutyn as special litigation counsel effective as of the Petition
Date, to prosecute on the Debtor's behalf cetain "collection type"
actions commenced by the Debtor prepetition.

The actions include: Ocean Place v. Edge 1 Productions; Ocean
Place v. NJ Marathon; Ocean Place v. Motivation Mechanics; Ocean
Place v. Inez Horton Gay; Wohl v. Ocean Place Resort and Spa v.
Rabbi Martin Katz; Ocean Place v. Mars; and Martin v. Ocean Place
Resort and Spa, ABC Inc., NCM Management.

The Debtor proposes to compensate MMA on a contingency fee and on
an hourly basis, plus reimbursement of actual and necessary
expenses. [actual amounts not in the provided document]

Melhuish Abrutyn certifies that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                   About Ocean Place Development

Ocean Place Development, LLC, owns a beachfront resort property in
Long Branch, New Jersey.  The Ocean Place resort is sited on 17-
acres featuring 1,000 feet of ocean frontage and is improved with
a 254-room hotel that includes 40,000 square feet of meeting
space, three restaurants, a bar/lounge, a full-service spa, and
numerous resort amenities.  It employs between 95 and 340
employees, depending upon the season, through the property
management entity West Paces Hotel Group, LLC.

Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J.
Case No. 11-14295) on Feb. 15, 2011.  Kenneth Rosen, Esq., at
Lowenstein Sandler, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $50 million to
$100 million.

As of the petition date, the Debtor owed $57,245,372 to AFP
pursuant to a Loan Agreement dated April 25, 2006, as amended from
time to time, entered into by and between the Debtor as borrower
and Barclays Capital Real Estate Inc. as lender.


OCEAN PLACE: Wants Stephen Herbstman as Tax Accountant
------------------------------------------------------
Ocean Plan Place Development LLC asks the U.S. Bankruptcy Court
for the District of New Jersey for authority to employ Stephen M.
Herbstman, M.S., C.P.A., as tax accountant nunc pro tunc to March
1, 2011.

Mr. Herbstman will be preparing the Debtor's federal and state tax
returns for the year 2010.

The Debtor will pay Mr. Herbstman a $6,000 flat fee.

Mr. Herbstman certifies that he is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                   About Ocean Place Development

Ocean Place Development, LLC, owns a beachfront resort property in
Long Branch, New Jersey.  The Ocean Place resort is sited on 17-
acres featuring 1,000 feet of ocean frontage and is improved with
a 254-room hotel that includes 40,000 square feet of meeting
space, three restaurants, a bar/lounge, a full-service spa, and
numerous resort amenities.  It employs between 95 and 340
employees, depending upon the season, through the property
management entity West Paces Hotel Group, LLC.

Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J.
Case No. 11-14295) on Feb. 15, 2011.  Kenneth Rosen, Esq., at
Lowenstein Sandler, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $50 million to
$100 million.

As of the petition date, the Debtor owed $57,245,372 to AFP
pursuant to a Loan Agreement dated April 25, 2006, as amended from
time to time, entered into by and between the Debtor as borrower
and Barclays Capital Real Estate Inc. as lender.


ODYSSEY PROPERTIES: 3 Affiliates Plan of Liquidation
----------------------------------------------------
Three debtor affiliates of Odyssey Properties III, LLC have filed
with the U.S. Bankruptcy Court for the Middle District of Florida
a proposed plan of liquidation and an explanatory disclosure
statement.

The debtor affiliates are Odyssey (III) DP XVII LLC, CRF-Panther
IV LLC and Paradise Shoppes at Apollo Beach LLC.

The proposed plan provides for the implementation of the terms of
a settlement agreement with Wells Fargo Bank, N.A.  It also
provides for the bankruptcy auction sales of St. Charles Plaza,
Paradise Shoppes, and Century Town Center and all assets thereof
as well as the distribution of sale proceeds and Wells Fargo's
cash collateral.

The Court earlier approved the Debtors' proposed settlement with
Wells Fargo and the sale of substantially all of their assets
pursuant to a bid process.  Under the deal, the proceeds of the
sale of the assets will be distributed on the effective date of
the plan after payment of the sale closing costs.  Wells Fargo
will, among other things, receive 100% of the proceeds from all
sales equal to or less than 110% of the as-is fair market value of
the assets.

Under the proposed plan, claims are divided into six classes.
Class 1 consists of all Priority Claims and is unimpaired.
Holders of these claims will receive payment in cash equal to the
allowed amount of their claims.

Class 2 consists of all of the Secured Claims and Other Claims of
Wells Fargo, which will be treated in accordance with the
settlement agreement.  This class is impaired and Wells Fargo is
entitled to vote on the plan.

All Secured Tax Claims of governmental units are classified under
Class 3.  Each holder of an allowed Secured Tax Claim will be paid
in cash equal to the allowed amount of its claim.  Class 3 is
impaired by the plan.

Class 4 consists of all Secured Claims not otherwise specifically
classified in the plan.  It is impaired by the plan and each
holder of the Class 4 claim is entitled to vote.  Holders of the
Class 4 claims will receive either their collateral or the
proceeds from the sale of their collateral.  Any property securing
their claims may also be returned in full and final satisfaction
of those claims.

Class 5 consists of all Unsecured Claims not otherwise classified
in the plan.  Holders of these claims will receive their pro rata
share of the unsecured creditor distribution for each applicable
Debtor.  Each holder of a Class 5 claim is entitled to vote.  It
is anticipated that holders of allowed Unsecured Claims will be
paid in full, according to the plan.

Equity interests are classified under Class 6, which is impaired
by the plan.  Holders of allowed equity interests will receive
their pro rata share of the "equity carveout" for each applicable
Debtor.

A copy of the joint disclosure statement is available for free at
http://bankrupt.com/misc/Odyssey_JointDS3Affiliates.pdf

Pursuant to an April 4, 2011 court order, the Debtors have the
exclusive right to solicit acceptances of their plan until May 31,
2011.

In a related development, Odyssey Properties III filed with the
Court an amended disclosure statement explaining its Chapter 11
plan of reorganization.

The restructuring plan provides for the continued operation of
Odyssey Properties as a reorganized company.  It also calls for
cash payments to holders of allowed claims except those holders
of equity interests.

A copy of Odyssey Properties' amended Chapter 11 plan of
reorganization is available without charge at:

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

                       Odyssey Properties

Lakeland, Florida-based Odyssey Properties III, LLC, is engaged in
the business of developing, owning, and operating commercial
properties, including anchored and unanchored retail centers,
office buildings, flex and warehouse space, and self-storage
centers, primarily in central Florida.

Odyssey Properties and certain affiliates filed for Chapter 11
protection on August 2, 2010 (Bankr. M.D. Fla. Case No. 10-18713).
Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million as of the Petition
Date.


OPTIMUMBANK HOLDINGS: Incurs $8.45 Million Net Loss in 2010
-----------------------------------------------------------
OptimumBank Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $8.45 million on $8.78 million of total interest income
for the year ended Dec. 31, 2010, compared with a net loss of
$11.48 million on $14.00 million of total interest income during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $190.30
million in total assets, $187.47 million in total liabilities and
$2.83 million in total stockholders' equity.

Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, noted
that the Company's operating and capital requirements, along with
recurring losses raise substantial doubt about its ability to
continue as a going concern.

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

                       http://is.gd/oLFPTW

                    About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.


OSI RESTAURANT: Bank Debt Trades at 2% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
97.55 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 0.30 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 May 9, 2014, and
carries Moody's B3 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.

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

OSI Restaurant reported net income of $27.84 million on $3.62
billion of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $54.40 million on $3.60 billion of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $2.48 billion
in total assets, $2.56 billion in total liabilities, and a
$77.93 million total deficit.


PALMAS COUNTRY: Asks Court to Confirm Amended Chapter 11 Plan
-------------------------------------------------------------
Palmas Country Club Inc. has asked the U.S. Bankruptcy Court
for the District of Puerto Rico to confirm its amended Chapter 11
plan of reorganization.

As ordered by the Court at the March 8, 2011 hearing, Palmas
Country removed the "discharge language" in the amended plan.  The
Court did not approve the language on grounds that Palmas Country
is not entitled to a discharge.

Alexis Fuentes-Hern ndez, Esq., at Fuentes Law Offices, in San
Juan, Puerto Rico, said the amended plan meets the feasibility
requirement of the Bankrupty Code since all the pending matters
regarding the alleged priorities of certain creditors had been
resolved in favor of Palmas Country.

Humacao, Puerto Rico-based Palmas Country Club, Inc., owns certain
real estate facilities located in Palmas del Mar, Humacao, Puerto
Rico, consisting of an 18 hole championship golf course known as
the Flamboyan Course, an 18 hole golf course known as Palm Course,
a 22,200 square feet golf clubhouse, a 5,600 square feet beach
club house, a tennis club, and other related facilities.

Palmas filed for Chapter 11 bankruptcy protection on August 4,
2010 (Bankr. D. P.R. Case No. 10-07072).  Alexis Fuentes-
Hernandez, Esq., at Fuentes Law Offices, assists the Debtor in its
restructuring effort.  The Debtor disclosed $23,973,011 in assets
and $58,546,398 in liabilities as of the Petition Date.


PANTHER MOUNTAIN: 8th Cir. BAP Affirms Ruling Against Lender
------------------------------------------------------------
Panther Mountain Land Development LLC owns certain tracts of
undeveloped real estate.  More than a year prior to the filing of
the bankruptcy case, representatives of the Debtor obtained the
approval of the Pulaski County Court to form certain Improvement
Districts under applicable Arkansas statutes. The Improvement
Districts are separate entities which are not themselves in
bankruptcy.  Secured creditor National Bank of Arkansas contends
that the Improvement Districts were not validly formed, and wishes
to file suit to challenge their validity in the Pulaski County
Court.  The Bankruptcy Court denied the Bank's request for relief
from the stay to file and proceed with such action in state court,
at the same time that the Debtor is attempting to reorganize under
Chapter 11.  The Bank appealed.  The Troubled Company Reporter ran
a story on the Bankruptcy Court's ruling on Nov. 4, 2010.

In an April 15, 2011 decision, the United States Bankruptcy
Appellate Panel for the Eighth Circuit held that the Bankruptcy
Court did not err in denying the Bank's request for relief from
stay.

The appellate case is National Bank of Arkansas, Movant-Appellant,
v. Panther Mountain Land Development, LLC, Debtor-Appellee.  The
Holloway Firm, Inc., Respondent-Appellee, No. 10-6086 (8th Cir.
BAP).  The three-judge panel consists of the Hon. Barry S.
Schermer, the Hon. Arthur B. Federman and the Hon. Jerry W.
Venters.  A copy of the BAP's ruling is available at
http://is.gd/ZzI6hQfrom Leagle.com.

Panther Mountain Land Development, LLC, based in Maumelle, Ark.,
sought Chapter 11 protection (Bankr. E.D. Ark. Case No. 09-16836)
on Sept. 20, 2009, and is represented by Richard L. Ramsay, Esq.,
at Eichenbaum, Liles & Heister, P.A., in Little Rock, Ark.  The
Debtor disclosed in its Schedules of Assets and Liabilities that
it has assets of at least $50, and liabilities of $2,307,974 as of
the Petition Date.


PARMALAT SPA: Milan Court Acquits Four Banks
--------------------------------------------
BBC News reports that four banks have been acquitted by a court in
Milan, Italy, over accusations they did not take adequate steps to
prevent Parmalat from committing fraud.

Prosecutors had wanted to seize a total of EUR120 million --
GBP105 million; $171 million -- from Morgan Stanley, Deutsche
Bank, Citigroup and Bank of America.  They were accused of helping
to mislead investors.  The banks had denied the criminal charges,
claiming that they had also been victims of the Parmalat fraud.

Parmalat collapsed in 2003 with EUR14 billion of debts.  Its
founder and former chief executive, Calisto Tanzi, was sentenced
to 18 years in jail in December, for criminal association and
fraudulent bankruptcy.

"The Milan court's judgment confirms unequivocally that Citi and
its employees did not have any involvement in the execution of the
most significant fraudulent bankruptcy in Italy," Citigroup said
in response to the final ruling in the two-year court case,
according to BBC.

                        About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court declared the units insolvent.

On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).

Parmalat's U.S. operations filed for Chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP,
represented the U.S. Debtors.  When the U.S. Debtors filed for
bankruptcy protection, they reported more than US$200 million in
assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands.  Gordon I. MacRae and James
Cleaver of Kroll (Cayman) Ltd. were appointed liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed a Sec. 304
petition (Bankr. S.D.N.Y. Case No. 04-10362).  Gregory M. Petrick,
Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey,
Esq., at Janvey, Gordon, Herlands Randolph, represented the
Finance Companies in the Sec. 304 case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases.  In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.


PLAYBOY ENTERPRISES: S&P Assigns 'B-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Chicago-based Playboy Enterprises Inc.,
owner and operator of "Playboy" magazine, TV networks, and other
assets.  The rating outlook is stable.

"At the same time, we assigned Playboy's $195 million secured
first-lien credit facilities our issue rating of 'B-' (at the same
level as the corporate credit rating) with a recovery rating of
'3', indicating our expectation of meaningful (50%-70%) recovery
for debtholders in the event of a payment default.  The facilities
consist of a $10 million revolving credit facility due 2016 and a
$185 million term loan due 2017," S&P related.

"The 'B-' corporate credit rating incorporates our assumption of
moderate revenue declines over the intermediate term as the
company seeks to partner or joint venture on several of its
business segments," said Standard & Poor's credit analyst Andy
Liu.  Performance of Playboy's entertainment and digital segments
has been hampered by the availability of free adult content on the
Internet, and magazine operations reflect the secular decline of
the entire magazine sector.  This is one of the main drivers of
the company's plan to refocus on its Playboy brand and related
trademarks. Relative to Playboy's other business segments, its
licensing segment has been more stable, and we expect it to grow
with the global economy," S&P said.

Playboy is a media and lifestyle company marketing the Playboy
brand through a range of multimedia and licensing initiatives.


POINT BLANK: Equity Committee Objects to New Plan Outline
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that equity holders are taking
aim at the most recent incarnation of Point Blank Solutions Inc.'s
reorganization plan, saying it puts into place a bankruptcy "loan-
to-own strategy" that allows a trio of bankruptcy lenders to
intercept more than $220 million in potential litigation
recoveries that would otherwise have been aimed at equity holders'
pockets.  According to DBR, the official committee of equity
security holders, which was recently re-formed in the case, on
Monday shot off a series of objections targeting Point Blank's new
Chapter 11 plan outline and corresponding bankruptcy loan deal,
plan-support agreement and subscription agreement, which would
allow three firms to purchase up to $25 million in shares in the
company.  DBR says Point Blank's recently revamped proposals
sparked the ire of the equity holders, who insist the company is
wrongfully offering the three firms -- which also serve as the
company's bankruptcy or "debtor-in-possession" lenders -- a
windfall at no cost to them.

As reported by the Troubled Company Reporter on April 12, 2011,
Dow Jones' DBR Small Cap said Point Blank revised its plan,
replacing a backstopped rights offering that generated protests
from the Securities and Exchange Commission with a direct
subscription program that would allow three firms to purchase up
to $25 million in shares in the company.  DBR said that, under the
new version of the plan, Prescott Group Capital Management LLC,
Privet Opportunity Fund LLC and Lonestar Capital Management LLC --
the trio previously in line to backstop the company's rights
offering -- have signed on to purchase shares in the reorganized
company.  The shares will total $15 million, according to court
papers, but can be increased to $25 million if the purchasers
wish.  Lonestar will get 40% of the shares, while Privet and
Prescott will each get 30%.

As reported by the TCR on April 18, 2011, BankruptcyData.com said
the equity committee asked the Bankruptcy Court for a continuation
of the April 21, 2011 hearing to consider (A) the Debtors'
Disclosure Statement with regard to its Chapter 11 Plan and (B)
the motion seeking approval of the Plan support agreement and an
amendment to DIP funding, and an extension of objection deadlines
to the new Plan motions.

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy
counsel to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky
LLP serves as corporate counsel.  T. Scott Avila of CRG Partners
Group LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as
co-counsel.


PPOA HOLDING: Withdraws Plan of Liquidation
-------------------------------------------
PPOA Holding, Inc. and its debtor affiliates withdrew their Plan
of Liquidation and explanatory Disclosure Statement filed with the
U.S. Bankruptcy Court for the Southern District of Florida.

As reported by The Troubled Company Reporter on January 3, 2011,
the Debtors' Plan provides for the collection of the Debtors
portion of certain income tax refunds, the pursuit of litigation
claims, and the distribution of the foregoing together with the
proceeds from the sale of substantially all of the Debtors assets
to Protective Products Enterprises, Inc., which closed on March 5,
2010.

Under the Plan, holders of general unsecured claims will receive a
pro rata share of cash proceeds.  The cash available to pay
allowed general unsecured claims is provided from the liquidation
of all of the Debtors assets and the pursuit of litigation claims,
if any.  As of Sept. 30, the Debtors had $971,586 in cash on
hand.  The Debtors estimate that they may receive up to an
additional $2.3 million from the purchaser on account of state and
federal tax refunds sold to the purchaser, although the actual
amount of the tax refunds received, and therefore, the amount paid
by the purchaser to the Debtors may be less.  The funds will be
available for distribution to the holders of allowed claims.

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

          About Protective Products of America, Inc.

Sunrise, Florida-based Protective Products of America, Inc.,
formerly known as Ceramic Protection Corporation --
http://www.protectiveproductsofamerica.com/-- engages in the
design, manufacture and marketing of advanced products used to
provide ballistic protection for personnel and vehicles in the
military and law enforcement markets.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. S.D. Fla. Case No. 10-10711).  The
Company's affiliates -- PC Holding Corporation of America; Ceramic
Protection Corporation of America; Protective Products
International Corp.; and Protective Products of North Carolina,
LLC -- also filed separate Chapter 11 petitions.  Protective
Products disclosed $86,678,781 in assets and $27,460,502 in
liabilities as of the Petition Date.


PROBE RESOURCES: Emerges from Bankruptcy Proceedings
----------------------------------------------------
Probe Resources Ltd. said that pursuant to the order approving
confirmation of its Joint Chapter 11 Plan and the occurrence of
the Plan's Effective Date, the Company emerged from its Chapter 11
bankruptcy filing effective April 15, 2011.

In conjunction with the conclusion of its Chapter 11 proceedings,
the company has realigned the Board of Directors of the Company.
The Board will be comprised of Paul Crilly (Chairman), David
Heden, Bill Gray, Richard Buski and David Elgie.

In addition, the Board has appointed a new executive team headed
by David Elgie as President and Chief Executive Officer and
John Boylan as Chief Financial Officer.  Mr. Elgie, a Chemical
Engineer from the University of British Columbia has 30 years of
oil and gas exploration and production experience in North
America, recently as CEO of Cordero Energy, a TSX traded
exploration and production company he founded in 2005.  Mr. Boylan
has 16 years of experience in the finance and management of oil
and gas assets.  He has served as a financial consultant for
companies operating in the Gulf of Mexico since 2008.  He has
public company experience serving on boards of two listed
companies, received his MBA from New York University and his BBA
from The University of Texas.

The Company will now move expeditiously to complete the necessary
financial and regulatory filings to re-list on the TSX Venture
Exchange.  As a result of the debt restructuring plan, K2
Principal Fund LP and certain other creditors have agreed to a
conversion of their debt holdings in the Company to common shares.
The Board has also endorsed a monthly contracting arrangement with
Pisces Energy LLC of New Orleans, Louisiana ("Pisces") whereby
Pisces will supply the operational, regulatory and accounting
requirements for the Company.  This will substantially reduce the
Companies overhead costs in the near term and permit the executive
team to focus on growth opportunities.

The Company is currently producing approximately 300 barrels oil
equivalent from three platforms on the continental shelf in the
Gulf of Mexico.  Production is primarily natural gas.  A review is
being undertaken to prioritize the Companies numerous exploration
and exploitation opportunities, and plans are currently
underway to conduct a completion of an existing wellbore at East
Cameron 246.

This well, drilled in 2009, has an estimated initial production
rate of 6.0 mmscf/d

The board would also like to announce the conclusion of the
engagement of Coy Gallatin, Senior Vice-President of Energy
Spectrum Advisers Inc. and the Chief Restructuring Officer of
Probe, and thank him for his tireless service to the Company
during these proceedings.

                         About Probe Resources

Four U.S. subsidiaries of Probe Resources Ltd., an oil and
natural-gas exploration and production company from Vancouver,
British Columbia, filed for Chapter 11 protection in Houston,
Texas on Nov. 16 in Houston.  The Woodlands, Texas-based
subsidiaries are led by Probe Resources US Ltd. (Bankr. S.D. Tex.
Case No. 10-40395).

Probe said the filing became necessary when a debt-restructuring
agreement expired along with a forbearance agreement.  As a
result, the lender swept all unrestricted cash, precipitating the
Chapter 11 filings.

Probe Resources in December 2010 joined its U.S. units in filing
for Chapter 11.


PUTNAM INVESTMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Putnam Investment, Inc.
          dba Porterville Car Wash, Inc.
        240 N. Porter Road
        Porterville, CA 93257

Bankruptcy Case No.: 11-14457

Chapter 11 Petition Date: April 18, 2011

Court: U.S. Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: Joseph W. Creed, Esq.
                  CREED & ELLIOTT, LLP
                  19200 Von Karman Avenue, Suite 600
                  Irvine, CA 92612
                  Tel: (949) 394-5480
                  E-mail: jwc@bmatlaw.com

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

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

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

The petition was signed by Howard W. Moy, treasurer.


REGENCY CORP: Fitch Downgrades Preferred Stock Rating to 'BB+'
--------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and
outstanding ratings of Regency Centers Corporation (NYSE: REG) and
Regency Centers, L.P., REG's principal operating subsidiary:

Regency Centers Corporation

   -- IDR to 'BBB' from 'BBB+';

   -- Preferred Stock to 'BB+' from 'BBB-'.

Regency Centers, L.P.

   -- IDR to 'BBB' from 'BBB+';

   -- Unsecured revolving facility to 'BBB' from 'BBB+';

   -- Senior unsecured notes to 'BBB' from 'BBB+'.

The Rating Outlook has been revised to Stable from Negative.

The rating actions center on leverage and fixed-charge coverage
metrics which have migrated to levels more consistent with Fitch
criteria for a 'BBB' IDR.  Absent any major develeraging
initiatives, Fitch expects Regency to maintain credit metrics
within a range appropriate for the 'BBB' IDR.

Pro-rata leverage, measured as net debt/recurring operating
EBITDA, pro forma for REG's settlement of its forward common
equity sale agreements in March 2011, was 6.2 times (x) as of
Dec. 31, 2010.  This ratio is unchanged as of Dec. 31, 2009.  In
addition, REG's pro-rata fixed-charge coverage ratio (defined as
recurring operating EBITDA less straight-line rents, leasing
commissions and tenant and building improvements, divided by total
interest incurred and preferred stock dividends) was 1.9x for the
year ended Dec. 31, 2010, unchanged from 1.9x in 2009.  Pro forma
for the company's consummated forward equity sale agreements,
fixed-charge coverage would be 2.0x for the year ended Dec. 31,
2010.

Stabilized operating property fundamentals weakened slightly in
2010 measured by releasing spreads of negative 1.8% and same store
occupancy of 92.8% as of Dec. 31, 2010 (down from 93.1% as of
Dec. 31, 2009).  Excluding spaces vacant for more than 12 months,
rent growth was down by 0.4%.  Same-property year-over-year net
operating income (NOI) increased 1.2% in 2010.  Fitch expects that
same-property NOI growth will be relatively flat in both 2011 and
2012, due to declining renewal rents, offset by increased
occupancy and embedded positive contractual rent increases.  This
expected performance is weaker than the company's historical
performance from 2000 to 2008, when it generated average annual
same-property NOI growth of approximately 3.0%.

REG has a manageable debt maturity schedule, with no year
accounting for more than 20% of total maturing debt.  In addition,
using an 8.0% capitalization rate, unencumbered assets covered net
unsecured debt by 2.0x, which is adequate for the 'BBB' rating,
and the company's unsecured debt covenants do not restrict REG's
financial flexibility.

On a pro forma pro-rata basis, REG's risk-adjusted capitalization
ratio stood at 1.1x as of Dec. 31, 2010, up from 1.0x as of
Dec. 31, 2009, due in large part to REG raising common equity via
settled forward equity agreements.  When applying an illustrative
35% charge to construction in progress to reflect reduced risk of
REG's development due to solid pre-leasing and percentage
complete, pro rata risk adjusted capitalization would be 1.4x as
of Dec. 31, 2010.

While REG has established itself as a developer with a national
platform, the company's development activities contain certain
inherent risks, such as lease-up risk.  REG's net cost of
properties in development made up 11% of its gross undepreciated
assets as of Dec. 31, 2010, down significantly from 23% as of
Dec. 31, 2009, and reflective of an overall de-risking of the
company's strategy.  Offsetting REG's development risk is that the
development pipeline is approximately 95% complete (up from 90% as
of Dec. 31, 2009) and Regency-owned development is 82% leased (up
from 79% as of Dec. 31, 2009).

REG's community and neighborhood shopping center portfolio
reflects moderate geographic and anchor tenant concentrations.
Roughly 60% of REG's annualized base rent is derived from
properties located within the states of California, Florida,
Texas, and Virginia.  The company's lease expiration schedule is
manageable, with no year representing more than 15% of expiring
pro-rata minimum base rent.

Additionally, even though REG's five largest tenants by annual
base rents -- The Kroger Co. (4.4%), Publix Super Markets Inc.
(4.4%), Safeway Inc. (3.8%), Supervalu Inc. (2.4%), and CVS
Caremark Corporation (1.7%) -- represent in aggregate nearly 16.7%
of annual base rents, this credit weakness is offset by the fact
that Fitch rates three of the top five tenants as investment
grade.

The two notch differential between REG's IDR and its preferred
stock credit assessment is consistent with Fitch's criteria for
corporate entities with a 'BBB' IDR.  Based on Fitch's criteria
report ('Equity Credit for Hybrids & Other Capital Securities'),
REG's preferred stock is 75% equity-like and 25% debt-like, since
it is perpetual and has no covenants but has a cumulative deferral
option in a going concern.

The Stable Outlook is based on stabilizing retail fundamentals,
Fitch's expectation that leverage and coverage will remain fairly
unchanged relative to current levels and Regency will maintain
adequate liquidity.  For the period of Jan. 1, 2011 to Dec. 31,
2012, Fitch calculates that REG's sources of liquidity (cash,
availability under its unsecured revolving credit facility
assuming the commitment size is reduced by one-third given its
maturity in 2012, and projected retained cash flows from operating
activities after dividends) exceed uses of liquidity (pro rata
debt maturities and amortization and projected capital
expenditures) by 0.9x.  Under a scenario whereby 80% of REG's pro-
rata secured debt is refinanced with new secured debt, liquidity
coverage improves to 1.3x.  The company has demonstrated strong
access to the common equity, unsecured debt and secured debt
markets, mitigating near-term refinance risk.

These factors may have a positive impact on REG's ratings and/or
Outlook:

   -- Total pro-rata net debt to recurring operating EBITDA
      sustaining below 5.5x for several quarters (pro forma pro-
      rata leverage was 6.2x as of Dec. 31, 2010).

   -- Fixed charge coverage sustaining above 2.3x for several
      quarters (pro forma pro-rata coverage was 2.0x for the year
      ended Dec. 31, 2010).

These factors may have a negative impact on REG's ratings and/or
Outlook:

   -- Leverage sustaining above 7.0x for several quarters.

   -- Fixed charge coverage sustaining below 1.8x for several
      quarters.

   -- A liquidity shortfall (REG had a base case liquidity
      coverage ratio of 0.9x as of Dec. 31, 2010).


ROBB & STUCKY: Gets Final OK to Access $25MM Revolver Facility
--------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida has entered a final order, allowing Robb &
Stucky Limited LLLP to access a revolver credit facility of up to
$25,000,000 from Bank of America, N.A.

The Court overruled and denied all objections against the Debtor's
financing request.

The Debtor's obligations under the revolver loan is secured by all
of its assets.  The DIP lender will continue to be provided with
continuing security interests in and liens on all of the
collateral.  The DIP Liens are senior in priority to all of the
contractually subordinated liens.  All DIP obligations are also
afforded administrative priority in accordance with, and will
constitute an allowed superpriority claim pursuant to, Section
364(c)(1) of the Bankruptcy Code.

The Debtor is also authorized to use its cash collateral to, among
others pay its prepetition first lien debt or its DIP obligations
under the DIP Loan Agreement.

As adequate protection for any diminution in the value of their
liens on the prepetition collateral, the Debtor's Prepetition
Lenders are granted replacement liens in and to all of the
Collateral, which liens will be senior in priority to the DIP
Liens and all contractually subordinated liens.

The DIP Loans and the cash collateral are to be used based on a
prepared budget that is satisfactory to the lenders and the
Debtor.

As reported by the Troubled Company Reporter, the DIP facility
will incur interest at (A) the greatest of (i) DIP Lender's Prime
Rate for such day; (ii) the Federal Funds Rate for the day, plus
0.50%; or (iii) LIBOR Rate for a 30 day interest period as
determined on such day, plus 1.0%, plus (B) 3.25%.  In the event
of default, the Debtors will pay an additional 2% default interest
per annum.  A copy of the DIP financing is available for free
at http://bankrupt.com/misc/ROBB_&_STUCKY_dipfinancingpact.pdf

                       About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.


SALINAS INVESTMENTS: Taps Grubb & Ellis as Real Estate Appraisers
-----------------------------------------------------------------
Salinas Investments sought and obtained authority from the U.S.
Bankruptcy Court for the Western District of Texas San Antonio
Division to employ Grubb & Ellis Company as real estate appraisers
effective as of January 24, 2011.

The Debtor will pay Grubb & Ellis a flat rate for its services and
Grubb & Ellis has no need to file fee applications.

San Antonio, Texas-based Salinas Investments, Ltd., filed for
Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. W.D. Tex.
Case No. 10-52525).  William B. Kingman, Esq., who has an office
in San Antonio, Texas, assists the Debtor in its restructuring
effort.  The Company disclosed $17,561,043 in assets and
$4,269,961 in liabilities.


SEAHAWK DRILLING: Seeks to Hand Out Executive Bonuses on Sale
-------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Seahawk Drilling Inc., anticipating the completion of the sale of
its 20 shallow-water jackup rigs April 20, is asking the
bankruptcy judge in Corpus Christi, Texas, to permit payment of
$2.3 million in bonuses to executives.

According to the report, Seahawk is also requesting approval for
separation agreements with three executives who lost their jobs
during the Chapter 11 case.  Three executives were fired during
the Chapter 11 case because their work was no longer required.
The company wants the judge to approve claims based on breach of
their employment agreements.  Combined, the three would have
unsecured claims for almost $3.2 million.  In addition, they would
have $600,000 in administrative claims.  Assuming Seahawk has a
100 percent recovery for unsecured creditors, the fired executives
would be paid in full.

A hearing on the proposed bonuses was scheduled for April 19 and
the separation agreements on April 26.

Mr. Rochelle relates that before the Chapter 11 filing in
February, Seahawk adopted a bonus program for 16 top executives
where payment would be based on the increase in the value of a
transaction for the company.  The Company says that the executives
earned the maximum payout as a result of the sale to Hercules
Offshore Inc.

                       About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Johnathan Christiaan Bolton,
Esq., at Fullbright & Jaworkski L.L.P., serve as the Debtors'
bankruptcy counsel.  Jordan, Hyden, Womble, Culbreth & Holzer,
P.C., serves as the Debtors' co-counsel.  Alvarez and Marsal North
America, LLC, is the Debtors' restructuring advisor.  Simmons And
Company International is the Debtors' transaction advisor.
Kurtzman Carson Consultants LLC is the Debtors' claims agent.
Judy A. Robbins, U.S. Trustee for Region 7, appointed three
creditors to serve on an Official Committee of Unsecured Creditors
of Seahawk Drilling Inc. and its debtor-affiliates.  Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the creditors
committee.

The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.  The purchase price for the Acquisition
will be funded by the issuance of roughly 22.3 million shares of
Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.  Closing of
the deal is expected to occur on or about April 20, 2011.


SEARS HOLDINGS: Moody's Affimrs 'Ba2' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service revised Sears Holdings Corporation
rating outlook to stable from positive.  At the same time Moody's
affirmed all other ratings including the company's Ba2 Corporate
Family Rating.

Ratings Rationale

"The rating outlook revision for Sears primarily reflects the
company's moderating revenues and narrowing profit margins over
the second half of 2010, most notably at the company's domestic
Sears stores" said Moody's Vice President Scott Tuhy.  As a result
of this moderating performance, metrics are now at levels more
appropriate for the current rating.

The affirmation of the company's Ba2 Corporate Family Rating
reflects the company's still solid position in the US and Canadian
retail industry, its ownership of leading brand names including
Kenmore, Craftsman and Lands' End.  The ratings also reflect the
company's solid liquidity position with its sizable cash balances
and access to a sizable substantially undrawn asset based revolver
which was recently renewed until 2016.  Ratings are constrained by
the company's leverage which remains high with debt/EBITDA near
five times for the LTM period ending 1/31/11 and inconsistent
operating performance.  Moody's expects leverage will improve as
the company as the company redeems maturing long term debt over
the course of 2011.

The stable outlook reflects the company's still solid market
position in its hardline business.  The stable outlook also
reflects our view that operating performance will remain
relatively stable, however an inability to arrest recent erosion
could lead to negative rating pressure.

Ratings could be downgraded if the company is unable to arrest
erosion in operating profitability over the course of 2011.
Quantitatively ratings could be lowered if debt/EBITDA is expected
to be sustained above 4.5 times or interest coverage remains less
than 1.5 times.  More aggressive financial policies or moderating
liquidity could also lead to negative rating pressure.

Given the change in outlook, ratings are unlikely to be upgraded
in the near term.  Over time, ratings could be upgraded if the
company reverses recent erosion in profitability while also
demonstrating improved operating margins and return on assets.
Quantitatively ratings could be upgraded if debt/EBITDA
sustainably approached 4 times and interest coverage approached
2.0 times.  At the same time the company would need to maintain a
balanced financial policy and good overall liquidity.

These ratings were affirmed, and LGD assessments amended.

Sears Holdings Corporation:

   -- Corporate Family rating at Ba2

   -- Probability of Default rating at Ba2

   -- Speculative Grade Liquidity rating at SGL-2

   -- $1.25bn senior secured notes at Ba1 (LGD 3, 39% from LGD 3,
      35%)

Sears Roebuck Acceptance Corp:

   -- Senior unsecured notes at Ba3 (LGD 5, 76% from LGD 5, 72%))

   -- Commercial Paper rating: Not Prime

Sears DC Corp:

   -- Medium Term Notes at B1 (LGD 6, 97%)

Sears Holdings Corporation is the parent company of Kmart
Corporation and Sears, Roebuck & Co.  The company also owns a 92%
stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Revenues are approximately $43 billion.

The principal methodology used in rating Sears Holdings
Corporation was the Global Retail Industry Methodology, published
December 2006.  Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.


SENSUS USA: S&P Assigns 'B+' Rating on Sr. First-Lien Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned issue-
level and recovery ratings to Raleigh, N.C.-based water meter,
automated meter reading device, and automated metering
infrastructure maker Sensus USA Inc.'s proposed senior secured
credit facilities.  "We are assigning an issue rating of 'B+' with
recovery rating of '3' to the senior secured first-lien
facilities, consisting of a $100 million revolver and a
$375 million term loan.  At the same time, we are assigning a
'B-' issue rating and '6' recovery rating to the second-lien term
loan.  Proceeds from the new senior secured facilities will be
used to fund a return of capital to equity holders, repay existing
credit facilities, tender for outstanding senior subordinated
notes, and for other general corporate purposes," S&P related.

S&P continued, "Our ratings on Sensus reflect our assessment of
the company's weak business risk profile and aggressively
leveraged financial risk profile.  Still, the company has achieved
improved credit measures commensurate with the ratings.  We expect
the progress the company has made in deploying its smart-grid
infrastructure will continue to help maintain credit measures
consistent with the ratings in the absence of any large debt-
financed acquisitions."

"We view Sensus' liquidity as adequate.  Cash pro forma for the
new credit facilities will exceed $70 million, and the company
will have access to the proposed $100 million revolving credit
facility once the refinancing is completed.  We expect that it
will have sufficient cushion on new covenants proposed under the
new facilities.  The refinancing of the capital structure
extends maturities comfortably beyond that of the existing credit
facilities and reduces the refinancing risk of the outstanding
bonds that are also being repaid with the new facilities
proceeds," according to S&P.

"We expect the company's improved operating performance to sustain
and help Sensus maintain near-term rating stability," S&P added.

Ratings List

Sensus USA Inc.
Corporate Credit Rating                          B+/Stable/--

New Ratings
Sensus USA Inc.
$100 mil 1st lien revolvng cred fac due 2016    B+
  Recovery rating                                3
$375 mil 1st lien term loan due 2017            B+
  Recovery rating                                3
$200 mil 2nd lien term loan due 2018            B-
  Recovery rating                                6


SEXY HAIR: Employs Crowe Horwath as Tax Advisors
------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has authorized Sexy Hair Concepts LLC, et al., to employ Crowe
Horwath LLP as tax advisors effective as of December 21, 2010.

Crowe Horwath will be compensated for its services on an hourly
basis and reimbursed for any related costs and expenses.

                      About Sexy Hair

Chatsworth, California-based Sexy Hair Concepts, LLC, is an
operating company engaged in the development, distribution and
marketing of premium quality hair care products and brands.  It
outsources the production and manufacture of its various lines of
premier hair care products and operates from a single facility in
Chatsworth, California, that houses its corporate offices and
distribution warehouse.  It works with several distributors
domestically and internationally, but does not maintain any other
offices.

Sexy Hair filed for Chapter 11 bankruptcy protection on Dec. 21,
2010 (Bankr. C.D. Calif. Case No. 10-25922).  According to its
schedules, Sexy Hair disclosed $78,000,000 in total assets and
$91,141,147 in total debts as of the Petition Date.

Sexy Hair's bankruptcy case is jointly administered with those of
Ecoly International, Inc., a California corporation, and Luxe
Beauty Midco Corporation.  Ecoly is the lead case (Bankr. C.D.
Calif. Case No. 10-25919).

Scott F. Gautier, Esq., at Peitzman, Weg & Kempinsky LLP, serves
as Sexy Hair's bankruptcy counsel.  CRG Partners Group, LLC is the
financial advisor.  Imperial capital, LLC is the investment
banker.  Kurtzman Carson Consultants LLC has been designated as
the entity that will tabulate the ballots and prepare the ballot
summary in connection with Sexy Hair's proposed Chapter 11 plan.
Klee, Tuchin, Bogdanoff & Stern LLP serves as counsel for the
Official Committee of Unsecured Creditors.


SHERIDAN GROUP: Closes $150 MM of Sr. Secured Notes Offering
------------------------------------------------------------
The Sheridan Group, Inc., announced the closing of an offering of
$150 million aggregate principal amount of 12.5% senior secured
notes due 2014 in an unregistered offering through a private
placement and the settlement of its previously announced cash
tender offer and consent solicitation with respect to its existing
10.25% senior secured notes due 2011.

Concurrently with the closing of the offering of the New Notes,
the Company amended and restated its existing working capital
facility with Bank of America, N.A.  The working capital facility
now provides for borrowings of up to $15.0 million and is
scheduled to mature on April 15, 2013.

The New Notes and related guarantees were offered in a private
placement solely to qualified institutional buyers in reliance on
Rule 144A under the Securities Act of 1933, as amended, or outside
the United States to persons other than "U.S. persons" in
compliance with Regulation S under the Securities Act.  The New
Notes and related guarantees have not been registered under the
Securities Act or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements thereunder.

The Company used a portion of the net proceeds from the sale of
the New Notes, as well as funds drawn under its amended and
restated working capital facility and cash on hand, to repurchase
$136,574,000 of the Old Notes, approximately 95.6% of the
outstanding aggregate principal amount of the Old Notes, in
settlement of the Tender Offer.  Having received the requisite
consent from the holders of the Old Notes in the Tender Offer, the
Company, certain of its subsidiaries, The Bank of New York Mellon,
as trustee and collateral agent, and Bank of America, N.A.,
executed a fourth supplemental indenture amending the indenture
relating to the Old Notes.  The Fourth Supplemental Indenture
eliminates substantially all of the restrictive covenants, certain
events of default and the security interest in the assets of the
Company held for the benefit of holders of the Old Notes.  In
addition, the Fourth Supplemental Indenture reduces the minimum
notice period for a redemption from thirty days to three days
prior to a redemption date.

The Company also issued a notice of redemption for the remaining
outstanding principal amount of Old Notes.  On April 19, 2011, the
Company expects to redeem the remaining principal amount
outstanding of the Old Notes at a redemption price equal to
100.00% of the aggregate principal amount of the Old Notes to be
redeemed, plus accrued and unpaid interest on the Old Notes to the
redemption date.

                     About The Sheridan Group

Hunt Valley, Maryland-based The Sheridan Group, Inc.
-- http://www.sheridan.com/-- is a specialty printer offering a
full range of printing and value-added support services for the
journal, catalog, magazine and book markets.

The Sheridan Group, Inc., reported a net loss of $5.9 million on
$266.2 million of sales for 2010, compared with net income of $8.2
million on $293.9 million of sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$241.5 million in total assets, $203.4 million in total
liabilities, and stockholders' equity of $38.1 million.

PricewaterhouseCoopers LLP, in Baltimore, Maryland, expressed
substantial doubt about The Sheridan Group, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has a significant amount of current debt maturing
within the next twelve months and will need to raise additional
capital in order to settle these obligations.


SI GRAND: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: SI GRAND L.L.C.
          fka Sleep Grand Traverse, L.L.C.
          aka Sleep Inn & Suites
          fdba Sleep Inn Grand Traverse
        5520 US 31 N
        P.O. Box 405
        Acme, MI 49610

Bankruptcy Case No.: 11-04316

Chapter 11 Petition Date: April 18, 2011

Court: U.S. Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Michael P. Corcoran, Esq.
                  MICHAEL P. CORCORAN
                  617 West Front Street
                  Traverse City, MI 49684
                  Tel: (231) 929-7000
                  E-mail: 2corm@charter.net

Scheduled Assets: $2,121,851

Scheduled Debts: $2,483,138

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/miwb11-04316.pdf

The petition was signed by Jeffrey M. Adcock, general manager.


SPECIALTY PRODUCTS: Judge Threatens to Replace Lawyers
------------------------------------------------------
Steven Church at Bloomberg News reports that parties in the
Chapter 11 case of Specialty Products Holding Corp. were in
dispute as to what documents to exchange in connection with a
hearing about how much money Specialty may owe asbestos claimants.

According to the report, at a hearing April 18, Judge Judith
Fitzgerald threatened to replace lawyers with a trustee in the
case because of battles over an exchange of documents.  "I'm
starting to wonder if every counsel in this case needs to be taken
off the case and to start over and see if we can get everybody to
work together," U.S. Bankruptcy Judge Judith K. Fitzgerald told
lawyers for the company and its creditors.

The Debtor is demanding details about payments to asbestos victims
from past legal proceedings, saying that it wants to use a new
economic model to estimate how much it will have to pay asbestos
plaintiffs by gathering data about past payments.  Attorneys who
specialize in asbestos lawsuits say Specialty is asking for
private medical data it doesn't need and that the new model is
inaccurate.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

Specialty Products, along with affiliates, filed Chapter 11
petitions to create a trust taking over liability for 10,000
asbestos claims.

Specialty Products filed for Chapter 11 bankruptcy (Bankr. D. Del.
Lead Case No. 10-11780) on May 31, 2010, estimating its assets and
debts at $100 million to $500 million.  The Company's affiliate,
Bondex International, Inc., filed a separate Chapter 11 petition
on May 31, 2010 (Case No. 10-11779), estimating its assets and
debts at $100 million to $500 million.

Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud,
Esq., at Jones Day, serve as bankruptcy counsel to the Debtors.
Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro, Esq., at
Richards Layton & Finger, serve as co-counsel.  Logan and Company
is the Company's claims and notice agent.  Blackstone Advisory
Partners L.P. is the Debtors' financial advisor and investment
banker.

As of the Petition Date, the Debtors were defendants in more than
10,000 pending asbestos-related bodily injury lawsuits.  A
significant portion of these lawsuits involve mesothelioma claims.

Attorneys at Montgomery McCracken Walker & Rhoads, LLP, serve as
counsel to the Committee of Asbestos Personal Injury Claimants.


SPECIALTY TRUST: Wells Fargo Withdraws Complaint Dismissal Motion
-----------------------------------------------------------------
Wells Fargo Bank N.A. notifies parties-in-interest that it has
withdrawn its request to dismiss an adversary complaint filed by
Tom Gonzales against it in the Chapter 11 case of Specialty Trust,
Inc. so that it may re-file the request under the appropriate
adversary action.

Wells Fargo previously asked the U.S. Bankruptcy Court for the
District of Nevada (Reno) to dismiss the Adversary Complaint on
March 2, 2011.

The hearing for the request was previously set for June 10, 2011.

                        About Specialty Trust

Reno, Nevada-based Specialty Trust, Inc., filed for Chapter 11
bankruptcy protection on April 20, 2010 (Bankr. D. Nev. Case No.
10-51432).  Sallie B. Armstrong, Esq., and Michelle N. Kazmar,
Esq., at Downey Brand LLP, in Reno, Nevada; and Ira D. Kharasch,
Esq., Scotta E. McFarlan, Esq., and Victoria A. Newmark, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, Calif., serve
as the Debtor's bankruptcy counsel.  On May 24, 2010, a committee
of equity holders was appointed.  On September 2, 2010,
the Court appointed Grant Lyon as chief restructuring officer
("CRO") of the Debtors.  In its schedules, the Debtor disclosed
assets of $201,452,048 and liabilities of $109,022,194 as of the
petition date.

On April 20, 2010, affiliates Specialty Acquisition Corp. (Bankr.
D. Nev. Case No. 10-51437) and SAC II (Bankr. D. Nev. Case No.
10-51440) filed separate petitions for Chapter 11 relief.  In its
amended schedules, Specialty Acquisition disclosed assets of
$3,886,113 and liabilities of $49,068,173 as of the petition date.
In its amended schedules, SAC II disclosed assets of $40,955,000
an liabilities of $39,445,118 as of the petition date.


STANFORD INT'L: NBA Rockets, Grizzlies Owners Sued by Receiver
--------------------------------------------------------------
Andrew Harris and Laurel Brubaker Calkins, writing for Bloomberg
News, report that owners of the National Basketball Association's
Houston Rockets and Memphis Grizzlies franchises were sued for
almost $1.6 million by the court-appointed receiver for indicted
financier R. Allen Stanford.  Receiver Ralph Janvey and a group
representing Stanford investors sued Houston's NBA team owner,
Rocketball Ltd., and Hoops LP, which runs the Memphis team, on
April 14 in Dallas.  Sued jointly, the professional basketball
teams are accused of receiving payments from Mr. Stanford and his
co-defendants between March 2006 and November 2008 totaling more
than $1.57 million, for which they didn't return equivalent value
and may have performed services that furthered the alleged fraud.

              About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On Feb. 16, 2009, the U.S. District Court for the Northern
District of Texas, Dallas Division, signed an order appointing
Ralph Janvey as receiver for all the assets and records of
Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission on Feb. 17, 2009,
charged before the U.S. District Court in Dallas, Texas, Mr.
Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.

A criminal case was also pursued against Mr. Stanford in June 2009
before the U.S. District Court in Houston, Texas.  Mr. Stanford
pleaded not guilty to 21 charges of multi-billion dollar fraud,
money-laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for his
arrest on the criminal charges.

The criminal case is U.S. v. Stanford, H-09-342 (S.D. Tex.).  The
civil case is SEC v. Stanford International Bank, 09-cv-00298
(N.D. Tex.).


STERLING ESTATES: Has Deal for Cash Collateral Use Until April 29
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved a stipulation authorizing Sterling Estates (Delaware),
LLC to use the cash collateral until April 29, 2011.

The stipulation requires Sterling Estates to make regular monthly
payments to the Trust and to pay its expenses in accordance with
the budget, a copy of which is available for free at:

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

                      About Sterling Estates

Chicago, Illinois-based Sterling Estates (Delaware), LLC, dba
Sterling Estates Manufactured Home Community, owns and operates a
manufactured home community, a park consisting of pre-manufactured
homes placed on individual sites or "pads" that are leased out
to customers.  It filed for Chapter 11 bankruptcy protection on
May 17, 2010 (Bankr. N.D. Ill. Case No. 10-22319).  Eugene Crane,
Esq., at Crane Heyman Simon Welch & Clar, represents the Debtor.
The Company estimated assets at $50 million to $100 million and
debts at $10 million to $50 million.


STERLING ESTATES: Plan Status Hearing Continued to April 28
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will continue the status hearing on the proposed Chapter 11 plan
and disclosure statement of Sterling Estates (Delaware), LLC on
April 28, 2011.

As previously reported, Sterling Estates has filed an initial
proposed Chapter 11 Plan and later filed an amended Chapter 11
Plan.  Both Plans proposed to stretch out payments on the Trust's
loan, paying only interest for a period -- three years in the
original Plan, four years in the amended Plan -- followed by
principal and interest payments for a period -- 47 months in the
original Plan, 23 months in the amended Plan -- with a balloon
payment upon completion of the Plan.

Both Plans also propose full payment of unsecured claims and
retention of interest by the Debtor's sole managing member.

                      About Sterling Estates

Chicago, Illinois-based Sterling Estates (Delaware), LLC, a
Delaware Limited Liability Company, dba Sterling Estates
Manufactured Home Community, filed for Chapter 11 bankruptcy
protection on May 17, 2010 (Bankr. N.D. Ill. Case No. 10-22319).
Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, assists
the Debtor in its restructuring effort.  The Company estimated
assets of $50 million to $100 million and debts of $10 million to
$50 million in its Chapter 11 petition.


STETLER CROSS: Lawyer Must Disgorge Retainer, Dist. Court Says
--------------------------------------------------------------
Chief District Judge Thomas B. Russell affirmed a Bankruptcy Court
order directing Frank Yates, Esq., to disgorge pursuant to 11
U.S.C. Sec. 330(a)(2), fees received from Stetler Cross
Ministries, Inc.  Mr. Yates represented Stetler Cross for their
Chapter 11 bankruptcy.  He prepared and filed a Chapter 11
bankruptcy petition (Bankr. W.D. Ky. Case No. 09-11332) on Aug. 3,
2009 for the debtor.  On Aug. 15, 2009, he and Stetler Cross
entered into a written agreement for legal services. On Aug. 17,
2009, he disclosed to the Bankruptcy Court that he received a
$2,000 retainer payment from the Debtor in connection with the
bankruptcy case.  On May 4, 2010, the U.S. Trustee filed a motion
to disgorge Mr. Yates's retainer for failure to comply with
bankruptcy procedure.  On July 7, 2010, the Bankruptcy Judge
granted the motion to disgorge.

A copy of the District Court's April 14, 2011 Memorandum Opinion
is available at http://is.gd/AbS8Y3from Leagle.com.


SUFFOLK OTB: Seeks to Reject Leases for 4 Wagering Facilities
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Suffolk Regional Off-Track
Betting Corp. is requesting bankruptcy-court approval to get out
of leases at four underperforming wagering facilities it wants to
close.  In court papers filed Monday, Suffolk OTB said rejecting
four leases of space it rents throughout eastern New York would
allow it to save about $1.9 million in rent and other obligations,
thus slashing the operating losses it's experiencing and boosting
the value of its operations.  Suffolk OTB, which reviewed all of
its 11 leases before filing for bankruptcy protection last month,
added that the leases aren't necessary to a successful
reorganization.

                         About Suffolk OTB

Hauppauge, New York-based Suffolk Regional Off-Track Betting
Corporation filed for Chapter 9 bankruptcy protection (Bankr. E.D.
N.Y. Case No. 11-71699) on March 18, 2011.  Christopher F. Graham,
Esq., at McKenna Long & Aldridge LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.

As reported by the Troubled Company Reporter on March 30, 2011,
The Honorable Dennis Jacobs, Chief Judge of the U.S. Court of
Appeals for the Second Circuit, designated Chief Bankruptcy Judge
Carla Craig to conduct all proceedings regarding Suffolk OTB.  The
case was transferred to the bankruptcy court in Brooklyn (Case No.
11-42250), from Central Islip (Case No. 11-71699).


SUNSET VILLAGE: Has Until April 30 to Use Cash Collateral
---------------------------------------------------------
Sunset Village Limited Partnership won interim approval from the
U.S. Bankruptcy Court for the Northern District of Illinois to use
the cash collateral for the period April 1 to 30, 2011.

As adequate protection, Jefferson-Pilot Investments, Inc. is
granted a lien against all properties owned and will be owned by
Sunset Village as well as its rights to those properties.
Jefferson-Pilot is also granted superpriority administrative
expense claim, and replacement liens in Sunset Village's post-
petition assets.

The court order does not authorize Sunset Village to pay the
management fees to Capital First Realty or any other entity during
the period without the Court's approval.

The Court will hold a hearing on April 27, 2011, at 10:00 a.m., to
consider Sunset Village's continued use of cash collateral.  Any
objections to the continued use of cash collateral must be in
writing and filed with the Court prior to the hearing.

                       About Sunset Village

Chicago, Illinois-based Sunset Village Limited Partnership is a
limited partnership that owns a manufactured home community,
consisting of approximately 404 sites, situated on approximately
30.0 acres located at 2450 Waukegan Road, Glenview, Illinois.  It
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case
No. 10-45772) on Oct. 13, 2010.  Eugene Crane, Esq., at
Crane Heyman Simon Welch & Clar, assists Sunset Village in its
restructuring effort.  Sunset Village estimated its assets and
debts at $10 million to $50 million.


SUNSET VILLAGE: Court to Hold Plan Status Hearing on May 18
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will hold a status hearing on the proposed Chapter 11 plan of
reorganization and disclosure statement of Sunset Village Limited
Partnership on May 18, 2011, at 1:30 p.m.

As reported by the Troubled Company Reporter on Feb. 22, 2011,
Sunset Village filed its restructuring plan which provides for
distributions to holders of allowed claims from funds realized
from the continued operation of its business as well as from its
existing cash deposits and cash resources.  To the extent
necessary, the payment to lender Jefferson-Pilot Investments,
Inc., as required by the Plan, may be paid from the proceeds of
the refinancing of the underlying mortgage indebtedness due to the
lender or from the sale of the property.

Priority Tax Claims will be paid in full, in cash inclusive of
interest at the applicable statutory interest rate on the
Effective Date.

Jefferson-Pilot will receive interest only payments for years 1
through 3 at the non-default blended contract rate of 7.37% p.a.
Lender will receive principal and interest payments based on a 35
year amortization schedule in year 4, a 30 year amortization
schedule in year 5, and based on a 20 year amortization schedule
in year 6 through the remainder of the loan term.  All payments
will be payable on the 15th day of each month following the
Effective Date.

Unsecured Creditors, in the estimated amount of $311,059.33, will
be paid over a period of 10 years.  Interest only payments will be
made in years 1 and 2.

The Debtor's general partner, Sunset Village Corporation, holding
a one percent (1%) interest and the Debtor's limited partner, the
Klarchek Family Trust, holding a ninety-nine percent (99%)
interest, will retain their equity interests in the Debtor
after confirmation of the Plan.

                       About Sunset Village

Chicago, Illinois-based Sunset Village Limited Partnership is a
limited partnership that owns a manufactured home community,
consisting of approximately 404 sites, situated on approximately
30.0 acres located at 2450 Waukegan Road, Glenview, Illinois.  It
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case
No. 10-45772) on Oct. 13, 2010.  Eugene Crane, Esq., at
Crane Heyman Simon Welch & Clar, assists Sunset Village in its
restructuring effort.  Sunset Village estimated its assets and
debts at $10 million to $50 million.


SW BOSTON: Court to Consider Disclosure Statement at May 2 Hearing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachussetts is
set to hold a hearing on May 2, 2011, to consider approval of the
disclosure statement explaining the proposed joint Chapter 11 plan
of reorganization of SW Boston Hotel Venture LLC and its debtor
affiliates.

The proposed restructuring plan provides for the payment in full
to holders of all allowed, non-insider claims from the income
generated by the Debtors' operations and the sale of their assets.

SW Boston earlier sought court approval to sell the Hotel
Condominium and the Parking Condominium to a subsidiary of
Pebblebrook Hotel Trust for $89.5 million.  The net proceeds of
the sale will be paid to The Prudential Insurance Company of
America and will substantially reduce its claim.

Meanwhile, the Residences will be retained by SW Boston and sold
in the ordinary course of business with the proceeds paid to
creditors in accordance with the proposed plan.

The classes of claims and the recovery for each class of claim
under the proposed plan are:

                        Est. Claim Amount
Classes                  at Petition Date    Plan Recovery
-------------           -----------------    -------------
Class 1 A-H                            $0     Paid in full
Priority Claims

Class 2 A-H Prudential       $180,803,185     Paid in full
Secured Claim

Class 3 A-H City of           $10,704,247     Paid in full
Boston Secured Claim

Class 4 A-H                  Undetermined     Paid in full
Other Secured Claims

Class 5A                         $279,847     Paid under
Mechanics Lien Claims                         Bovis Agreement

Class 6A                       $1,943,803     Paid in full
Bovis Unsecured Claim

Class 7 A-H                   Non-Insider     Paid in full
General Unsecured Claims       $1,200,000

Class 8 A-H               Determined upon     Lesser of 100%
Convenience Claims     creditors election     of Allowed Claim
                                              or $5,000



Class 9 A & C                         N/A     Equity Interests
Equity Interests                              Cancelled

Class 9 B & D-H                       N/A     Equity Interests
Equity Interests                              Retained

Class 1 A-H, Class 4 A-H and Class 9 B & D-H are unimpaired while
the other classes are impaired.  Holders of impaired claims are
entitled to vote on the plan.

Administrative claims, professional fee claims and priority tax
claims are not classified under the proposed plan.  Professional
fee and priority tax claims will be paid in full while
administrative claims will be paid in the ordinary course of
business.

                      About SW Boston Hotel

Boston, Massachusetts-based SW Boston Hotel Venture LLC is the
developer of the W Hotel in Boston.  The Company filed for Chapter
11 bankruptcy protection on April 28, 2010 (Bankr. D. Mass. Case
No. 10-14535).  Harold B. Murphy, Esq., and Natalie B. Sawyer,
Esq., at Hanify & King, P.C., is the Debtors' bankruptcy counsel.
Edwards Angell Palmer & Dodge LLP is the Company's special
counsel.  The Company estimated its assets and debts at
$100 million to $500 million.


SW OWNERSHIP: U.S. Trustee Unable to Form Creditors Committee
-------------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 7, notified the U.S.
Bankruptcy Court for the Western District of Texas that she was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of SW Ownership LLC.

The U.S. Trustee explained that there was no interest in forming a
creditors' committee because an insufficient number of unsecured
creditors attended the March 29, 2011, creditors meeting.

The U.S. Trustee is represented by:

         Valerie L. Wenger, Esq.
         903 San Jacinto Blvd., Rm.230
         Austin, TX 78701
         Tel: (512) 916-5328
         Fax: (512) 916-5331
         E-mail: valerie.l.wenger@usdoj.gov

                        About SW Ownership

SW Ownership LLC is a single member limited liability company
owned by SW Ownership Holdings LLC.  The Debtor owns the project
commonly known as "Skywater Over Horseshoe Bay" that is currently
being developed in Llano and Burnet counties and is comprised of a
roughly 1,600-acre residential community project with an 18-hole,
Jack Nicklaus-designed, Signature Golf Course.  SW Ownership LLC
does not currently maintain operations (save for Project
development) and has no employees.  Skywater Management LLC is the
pre-petition and current manager of the Project for SWO.

SW Ownership LLC filed for Chapter 11 bankruptcy (Bankr. W.D. Tex.
Case No. 11-10485) on Feb. 28, 2011, represented by lawyers at
Munsch Hardt Kopf & Harr, P.C.  The Debtor disclosed $76,983,491
in assets and $37,793,270 in liabilities as of the Chapter 11
filing.


TAYLOR & BISHOP: Court Denies Bridgeview Dismissal Motion
---------------------------------------------------------
A hearing was held on March 3, 2011, before the U.S. Bankruptcy
Court for the District of Arizona regarding Bridgeview Bank
Group's request to dismiss Taylor & Bishop, LLC's bankruptcy case,
or in the alternative, lift the automatic stay to allow Bridgeview
to prosecute foreclose on its collateral and to prosecute actions
against the Debtor's members for failure to meet their mandatory
funding obligations.

John R. Clemency, Esq. and Lindsi Weber, Esq. appeared on behalf
of the Debtor.  On behalf of Bridgeview Bank, Susan Freeman, Esq.,
Marvin Ruth, Esq., Douglas Lipke, Esq., and John Polster, Esq.,
made appearances.

At the hearing, Ms. Freeman stated that there is no equity in the
Chapter 11 case and that the Debtor's plan is not confirmable,
therefore, dismissal is appropriate.

Mr. Clemency stated that the Debtor is getting the plan funded,
property taxes are paid, and there is no bad faith by the Debtor.

The Court noted that there are procedures set up to protect the
security interest of Ms. freeman's client and denied the Motion to
Dismiss.

The Court ruled that with regard to the stay relief motion, a
hearing will be held at the time of confirmation of the Debtor's
plan.

Phoenix, Arizona-based Taylor & Bishop, LLC, was formed in 2007
solely for the purpose of owning and maintaining the real property
located at 1431 West Taylor Street, Chicago, Illinois, in order to
house the National Italian American Sports Hall of Fame.  From its
inception, Taylor & Bishop has operated much like a non-profit
company, its fundamental purpose being to pay tribute to Italian-
American athletes and raise money for scholarships and other
charitable causes.

Taylor & Bishop filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 10-32563) on Oct. 8, 2010.  John R. Clemency,
Esq., at Gallagher & Kennedy PA, assists Taylor & Bishop in its
restructuring effort.  According to its schedules, Taylor & Bishop
disclosed $16,040,393 in total assets and $9,934,149 in total
liabilities at the Petition Date.


TEMPUS RESORTS: Plan Confirmation Hearing Set for Today
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida is
convening a combined hearing today at 11:00 a.m., to consider
approval of the adequacy of the explanatory disclosure statement
and confirmation of the First Amended Chapter 11 Plan Of
Reorganization of Tempus Resorts International Ltd. and its
debtor-affiliates.

On March 22, 2011, the Court conditionally approved the adequacy
of the Debtors' amended disclosure statement explaining their
amended Chapter 11 plan.

The Plan provides that holders of Allowed Administrative Claims
will be paid in full on the Effective Date of the Plan from the
Debtors cash on hand.  Holders of Allowed Priority Claims, to the
extent any such claims exist, will be paid over a period of
five years from the Petition Date with interest.  Existing equity
in the Debtors will be canceled, the Debtors will be substantively
consolidated into a Reorganized Debtor, and the Tempus Acquisition
LLC DIP Loan obligations will be converted into new equity in the
Reorganized Debtor.

Under the Plan, among others, holders of general unsecured claim,
owing about $2 million, will recover 5% of their allowed claims.

A full-text copy of the First Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?75b0

A full-text copy of the First Amended Chapter 11 Plan is available
for free at http://ResearchArchives.com/t/s?75af

                       About Tempus Resorts

Orlando, Florida-based Tempus Resorts International, Ltd., filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.
10-20709) on Nov. 19, 2010.  Elizabeth A. Green, Esq., at Baker
& Hostetler LLP, assists the Debtor in its restructuring effort.
It estimated its assets and debts at $100 million to $500 million.

Affiliates Tempus Palms International, Ltd. (Bankr. M.D. Fla. Case
No. 10-20712); Tempus Golf Development, LLC (Bankr. M.D. Fla. Case
No. 10-20714); Tempus Select, LLC (Bankr. M.D. Fla. Case No. 10-
20715); Backstage Myrtle Beach, LLC (Bankr. M.D. Fla. Case No. 10-
20716); Tempus Resorts Management, Ltd. (Bankr. M.D. Fla. Case No.
10-20717); Tempus Resorts Realty, LLC (Bankr. M.D. Fla. Case No.
10-20718); Tempus International Marketing Enterprises, Ltd.
(Bankr. M.D. Fla. Case No. 10-20719); and Time Retail, LLC (Bankr.
M.D. Fla. Case No. 10-20720) filed separate Chapter 11 petition.

Tempus Resorts estimated its assets and debts at $100,000 to
$500,000.  Tempus Golf Debt. estimated its assets and debts at
$1 million to $10 million.  Tempus Palms International estimated
its assets at $100 million to $500 million.


TERRESTAR NETWORKS: Seeks June Auction; No Buyer Yet
----------------------------------------------------
Bloomberg News reports that TerreStar Networks is asking
permission from the bankruptcy court to sell its assets at an
auction after a deal with Echostar Corp. fell apart.  No buyer is
currently under contract to be the stalking horse bidder at the
auction.  The Debtor proposes that bids be due June 8, followed by
a June 15 auction and a hearing on June 20 for approval of the
sale.  A hearing to set up the auction procedures will be on
May 4.

"All signs indicate that an open sale process is the most value-
maximizing alternative here," the Company said in court papers.

Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
TerreStar Networks was unable to cobble together a Chapter 11 plan
satisfying various creditor constituencies, so the Debtor is
proposing to auction off its assets.

Mr. Rochelle recounts that TerreStar Networks had been intending
to sell the business to EchoStar until it realized there was
insufficient support for the accompanying reorganization plan that
had been scheduled for a March 4 confirmation hearing.

TerreStar Networks said it has received a purchase offer in
February from an unidentified buyer.  The Company, however, said
the price was insufficient to justify the demanded break-up fee.

TerreStar, according to Mr. Rochelle, said the recent experience
of a similar company, DBSD North America Inc., counsels for
holding an auction.  In DBSD's Chapter 11 case, the price
increased at auction from $1 billion to $1.49 billion, with first
lien creditor Dish Network Corp. ending up as the winning bidder.

Mr. Rochelle also recounts that a TerreStar lawyer said during a
March court hearing that there were talks with Solus Alternative
Asset Management LP and Harbinger Capital Partners LLC, hedge
funds that at the time were also hoping to acquire DBSD and
combine the two companies.

          About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-10612
(SHL).  The seven Debtor entities who seek joint administration
with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor


THORNBURG MORTGAGE: Trustee Seeks to Retain Godfrey as Counsel
--------------------------------------------------------------
BankruptcyData.com reports that Joel I. Sher, Thornburg Mortgage's
Chapter 11 trustee, filed a motion with the U.S. Bankruptcy Court
to retain Susman Godfrey (Contact: Mark L. D. Wawro) as special
litigation counsel for the following contingency fees: twenty
percent of the gross sum recovered by a settlement up to and
including Sept. 30, 2011; thirty-three and one third percent of
the gross sum recovered by a settlement that is agreed upon, or
other resolution that occurs, on or before the 60th day preceding
any trial or arbitration setting that is then in place; and forty
percent of the gross sum recovered by settlement or otherwise
after that date, plus reimbursement of reasonable out-of-pocket
expenses and disbursements incurred in connection with the
litigation.  Notwithstanding the foregoing, such contingency fee
shall not exceed $7,500,000.

                        About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787).  Thornburg
changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, serves as bankruptcy
counsel.  Orrick, Herrington & Sutcliffe LLP serves as special
counsel.  Jim Murray, and David Hilty, at Houlihan Lokey Howard &
Zukin Capital, Inc., serve as investment banker and financial
advisor.  Protiviti Inc. provides financial advisory services.
KPMG LLP is the tax consultant.  Epiq Systems, Inc., is claims and
noticing agent.  Thornburg listed total assets of $24.4 billion
and total debts of $24.7 billion, as of January 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.


TOWNSENDS INC: Ex-Workers Sue for Unused Vacation Pay
-----------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that former employees
of Townsends Inc. filed a class action against the Company Monday
in Delaware for vacation pay they say they are owed after being
laid off when the North Carolina facilities where they worked were
sold.

The plaintiffs, former hourly, nonmanagerial employees, filed the
suit on behalf of the estimated 1,325 workers laid off Feb. 25 at
three Chatham County, N.C., facilities, according to Law360.

                         About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Headquartered in Georgetown, Delaware,
Townsends operates production and processing facilities in
Arkansas and North Carolina.  Townsends Inc. -- fka Townsend
Speciality Foods -- and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-14092) on
Dec. 19, 2010.  As of Dec. 5, 2010, the Debtors disclosed
$131 million in total assets and $127 million in total debts.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as special counsel.  Huron Consulting Group's Dalton T.
Edgecomb serves as the Debtors' chief restructuring officer.  SSG
Capital Advisors, LLC, serves as investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims, noticing and
balloting agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has tapped Lowenstein Sandler PC as its
counsel and J.H. Cohn LLP as its financial advisor.


TRICO MARINE: BoNY's Make-Whole Premium Claim May Be Paid Later
---------------------------------------------------------------
U.S. Bankruptcy Judge Brendan L. Shannon in Delaware ruled on
April 15 that a make-whole premium is in the nature of liquidated
damages, not interest.  Bill Rochelle, Bloomberg News' bankruptcy
columnist, said that the opinion is important because it's
evidently the first on the issue by a judge in the Delaware
bankruptcy court.

Trico Marine Services, Inc., challenged the validity and priority
of a make-whole premium asserted by Bank of New York Mellon Trust
Company, N.A., as Indenture Trustee.  Pursuant to a court order
approving the sale of certain of the Debtors' assets, the
Indenture Trustee seeks full and immediate payment of the Make-
Whole Premium out of sale proceeds currently held in escrow.

Bankruptcy Judge Brendan Linehan Shannon held that the Indenture
Trustee's claim for the Make-Whole Premium is not covered by a
guarantee because it is not a claim for interest.  Given that the
Make-Whole Premium does not represent unmatured interest, the
Indenture Trustee's claim is therefore not subject to disallowance
under 11 U.S.C. Sec. 502(b)(2).  With respect to the Make-Whole
Premium, the Indenture Trustee holds an allowable but unsecured
claim, and as such, is not entitled to full and immediate payment
out of the so-called MARAD Escrow on account of the claim outside
the Debtors' plan of reorganization.

In 1999, Debtor Trico Marine International, Inc., issued notes,
payable in 2014, in the amount of $18,867,000 to finance the
construction of two supply vessels, the Hondo River and the Spirit
River.  The Obligation is governed by the terms of a trust
indenture, dated April 21, 1999, by and between TMI and Bank One
Trust Company, N.A., predecessor-in-interest to BoNY.

The Indenture is not secured by any of the Debtors' property.
However, to induce the extension of this credit facility to the
Debtors, the Obligation was guaranteed by the United States
Secretary of Transportation, on behalf of the Maritime
Administration -- MARAD -- under the terms of the U.S. Government
Guaranteed Ship Financing Bond and the Guarantee of the United
States of America, dated April 21, 1999.  TMI issued to MARAD a
promissory note secured by a first-priority lien on the Vessels
dated April 21, 1999, as security for the due and timely payment
of the Secretary's Note in the event that the Guarantee is called
and MARAD becomes entitled to seek reimbursement from TMI. BoNY is
not a party to the Security Agreement.

In January 2011, the Debtors sold the Vessels to Odyssea Vessels,
Inc., for $13,000,000.  In exchange for its consent to the Sale,
MARAD required the Debtors to redeem the Obligation in full to
ensure that the Indenture Trustee would not call upon the
Guarantee.  Accordingly, upon closing of the Sale, the Debtors
caused the Indenture Trustee to receive $4,555,489, which included
the outstanding principal ($4,400,000) and accrued but unpaid
interest ($60,489) under the Obligation, as well as an estimate of
the Indenture Trustee's attorneys' fees and expenses to date
($95,000).  The Court approved the sale on Feb. 2, 2011.

Under the terms of the Indenture, the Obligation is also subject
to an optional redemption premium that matures only if and when
TMI elects, at its option, to redeem the Obligations, "in whole or
in part, at any time, at the redemption prices."  In advance of
the Sale Hearing and in connection with the contemplated Payoff,
the Indenture Trustee claimed that it was entitled to receive an
additional sum of money on account of the Make-Whole Premium that
would accrue upon TMI's election to redeem the Obligations using
the proceeds of the Sale.  Based upon the date of redemption, the
Indenture Trustee asserts that the Make-Whole Premium is
$511,849.01, and the record reflects that the Debtors have not
contested this figure.

However, the Debtors disputed, or at least challenged, the
validity and priority of the Indenture Trustee's claim to the
Make-Whole Premium, but lacked sufficient opportunity to
investigate its validity and priority in advance of the Sale
Hearing.  Nonetheless, to avoid delaying the Sale, the parties
agreed in the Sale Order that the Debtors would reserve $535,000
from the proceeds of the Sale in a separate escrow -- the MARAD
Escrow -- pending resolution of the dispute as to the Make-Whole
Premium.

MARAD has weighed in on this dispute.  MARAD contends that the
Guarantee does not cover the Make-Whole Premium.  To the extent
that the Indenture Trustee is seeking payment on an unsecured
prepetition claim, the Official Committee of Unsecured Creditors
objects to any payment out of the MARAD Escrow to the Indenture
Trustee on account of the Make-Whole Premium.

Counsel for Bank of New York Mellon Trust Company, N.A., as
indenture trustee, are:

          Kurt Gwynne, Esq.
          Timothy P. Reiley, Esq.
          REED SMITH LLP
          1201 Market Street - Suite 1500
          Wilmington, DE 19801
          Tel: 302-778-7550
          E-mail: kgwynne@reedsmith.com
                  treiley@reedsmith.com

A copy of the Court's April 15, 2011 Opinion is available at
http://is.gd/xAzkL1from Leagle.com.

                        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.


ULTERRA DRILLING: Moody's Gives Term Loan & Revolver Caa1 Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Ulterra
Drilling Technologies, L.P.'s proposed senior secured credit
facilities consisting of a $90 million term loan and a $15 million
revolving credit facility.  Moody's also assigned a first time
Caa1 Corporate Family Rating (CFR) to Ulterra.  The outlook is
stable.

The majority of the net proceeds from the proposed term loan will
be used to repay all of the company's currently outstanding debt.
Ratings are subject to a review of the final documentation for the
credit facilities (including covenants) and reflect Moody's
expectation that the final audited Dec. 31, 2010 financial
statements will be materially the same as the preliminary
financial statements Moody's has received.

"Ulterra's Caa1 CFR reflects the company's small scale, single
product line, and very small market share while competing against
large diversified services companies," commented Jonathan
Kalmanoff, Moody's Analyst.  "The ratings also consider Ulterra's
exposure to the level of oil and gas drilling activity in North
American and Canada and the highly competitive nature of the drill
bit business."

The rating is supported by the current positive trend in drilling
activity, Ulterra's track record of market share growth, a well
diversified customer base, geographic diversification between the
U.S. and Canada, and an eleven year history in the PDC drill bit
business.  At March 31, 2011 (pro-forma for the proposed
transaction), Ulterra's adjusted Debt/EBITDA was 3.4x.  Excluding
positive EBITDA adjustments for expenses stemming from faulty
components provided by a third-party supplier, Debt/EBITDA would
be in the 4x range.

Covenants under the proposed credit facilities have not been
determined at this time.  If after the closing of the credit
facilities Ulterra has adequate headroom under the covenants, then
the company will have adequate liquidity through the first half of
2012.  Capital expenditures are budgeted to be within anticipated
cash flow from operations, and following this transaction, Ulterra
will have excess liquidity consisting of $12 million of cash and
an undrawn $15 million revolving credit facility.  There are no
debt maturities until 2016 when the proposed credit facilities
would mature.  Substantially all of Ulterra's assets are pledged
as security under the credit facility which limits the extent to
which asset sales could provide a source of additional liquidity.

The Caa1 senior unsecured note rating reflects both the overall
probability of default of Ulterra, to which Moody's assigns a PDR
of Caa1, and a loss given default of LGD3-46%.  The lack of
notching between the CFR and the debt ratings reflects Ulterra's
capital structure, which consists of nearly all secured debt.

An upgrade or positive outlook, though unlikely in the near
future, could occur if Debt/EBITDA were expected to be sustained
below 3.0x.  Over the longer term, positive rating action could
result from substantially increased scale, market position, and
geographic and/or product line diversification.  A downgrade or
negative outlook could result if total liquidity were to drop
below $10 million or if covenant headroom were expected to
deteriorate as a result of an unexpectedly severe deterioration in
sector conditions, a loss of market share, or greater than
anticipated working capital needs.

The principal methodology used in rating Ulterra was the Moody's
Global Oilfield Services Rating Methodology published in December
2009. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Ulterra Drilling Technologies, L.P., is a manufacturer of
Polycrystalline Diamond Compact (PDC) drill bits and stick-slip
reduction tools headquartered in Fort Worth, Texas.


UNITEK GLOBAL: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services announced it had assigned
ratings to Blue Bell, Pa.-based UniTek Global Services Inc.  "We
assigned the company our 'B+' corporate credit rating.  We also
assigned ratings to the company's $175 million senior secured
credit facility, consisting of a $75 million senior secured asset-
based revolving credit facility due April 2016 (which we rated
'BB' -- two notches above the corporate credit rating -- with a
'1' recovery rating) a $100 million senior secured term loan due
April 2018 (to which we assigned a 'B' issue-level rating and '5'
recovery rating).  The '1' recovery rating on the asset-based
revolver indicates that lenders can expect very high (90%-100%)
recovery in the event of a payment default.  The '5' recovery on
the term loan indicates that lenders can expect modest (10%-30%)
recovery in the event of a payment default.  The outlook on the
ratings is stable," S&P related.

"The ratings on UniTek reflect its aggressive financial profile,
high customer concentration, and participation in a very
competitive and fragmented industry," said Standard & Poor's
credit analyst Naveen Sarma.  "Partially tempering factors include
our expectation for good growth prospects over the next two years,
which we base on the company's sizable backlog, multiyear
contracts with key customers, and likely continued healthy capital
expenditures by the telecommunications industry over the
intermediate term."

UniTek is a provider of outsourced infrastructure services,
primarily to the satellite TV, broadband cable, and
wireless/wireline telecommunications industries.

The stable outlook incorporates Standard & Poor's expectation that
UniTek's leverage will decline to -- and remain below -- 3x on a
sustained basis.  "While we expect UniTek to continue making
opportunistic acquisitions of small companies that complement its
existing business, we have not included such transactions in our
assumptions," S&P noted.

"We could lower the rating if it was clear that the company could
not achieve the 3x leverage target," said Mr. Sarma.  "Given the
substantial deleveraging required to reach our target, it is
highly unlikely that we would raise the ratings in the next year.
Even if that target is reached, our current business risk
assessment on the company, which incorporates its narrow scale and
100% exposure to the telecommunications and cable industries,
limits any possible upgrade."


VITRO SAB: Sues Bondholders Over Breached Confidentiality
---------------------------------------------------------
Django Gold at Bankruptcy Law360 reports that Vitro SAB de CV
filed a suit Thursday in a New York state court accusing a group
of noteholders of breaching confidentiality agreements in an
attempt to undermine the company's restructuring efforts in Texas.

                           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.


VOLT INFORMATION: Fitch Affirms 'BB' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed Volt Information Sciences, Inc. (Volt)
ratings:

   -- Issuer Default Rating (IDR) at 'BB';

   -- $42 million senior unsecured facility due February 2013 at
      'BB';

   -- Secured 8.2% $10 million term loan at 'BBB-'.

The Rating Outlook for all ratings remains Negative.

Volt's rating has been on Negative Outlook since early in the
recent recession, given the effects of the downturn on Volt's
primary line of business -- the staffing services segment.  In
addition, Volt has delayed filing its financial statements with
the Securities and Exchange Commission since the second quarter of
2009 while it reviews certain contracts going back to 2002.
Although operational results are improving, in Fitch's view the
Negative Outlook should be maintained until the company begins
filing audited financial statements and certain cash collateral
requirements pertaining to its bank facility are removed.

Fitch currently believes the company's public statements regarding
the performance of the staffing services segment, potential
revenue impact of the restatement and the level of cash and debt,
as well as certain data presented to Fitch, are adequate to
evaluate the company's current performance.  In fiscal 2010
(ending Oct. 31, 2010), revenues from the staffing services
segment were comparable to the prior year at approximately
$1.6 billion.

Results from the fourth quarter 2010 and first quarter 2011
demonstrate a strong recovery in the staffing services segment
as revenues for the segment grew by approximately 20% in each
quarter.  An important factor mitigating concerns regarding Volt's
accounting issues is the company's strong liquidity position as of
Jan. 30, 2011, when it had approximately $71 million of cash and
$100 million available on its accounts receivable securitization
program.  In addition, bank borrowings are fully collateralized by
$31 million in restricted cash.

With respect to the restatement, Volt is in the process of
restating previously issued financial statements for errors in
applying accounting rules affecting the timing of recognition
revenues and costs for certain contracts in its computer systems
division.  The contracts are multi-year in nature and have
multiple deliverables.  Additional adjustments beyond the computer
systems division will be necessary.  The company has obtained
agreements from accounts receivable securitization program lenders
extending the time to deliver required audited financial
statements to Feb. 7, 2012, with unaudited financial statements to
be delivered by Sept. 30, 2011.

In May 2010, the company entered a security arrangement with its
bank lenders whereby it will maintain cash collateral of 105%
against outstanding borrowings, and as long as the cash collateral
is maintained, the company will not have to comply with the
facility's financial covenants.  If not otherwise negotiated,
under certain conditions the company may seek to be released from
the cash collateral requirements.  Fitch is cognizant that the
potential restatement reflects the timing of the recognition of
revenues and costs and does not have an impact on cash.

In terms of potential rating action triggers, a downgrade could
occur if the recovery in its operations stalled and the company's
operations started burning cash.  Conversely, the Outlook could
return to Stable if revenue trends stayed positive, the company
was current with its filings, and cash collateral requirements
were eliminated.

Volt's existing ratings reflect its ability to historically
maintain adequate liquidity and relatively solid coverage and
leverage metrics through up and down cycles in the economy.  In
addition, the company has moderately diversified its sources of
operating income away from the staffing services segment, largely
through acquisitions in the computer systems area.

In addition to its cash balances, liquidity is provided by the
company's $150 million accounts receivable securitization program
(expires in 2013), which had $50 million outstanding as of Jan.
30, 2011.  The liquidity facility supporting the program expires
on March 15, 2012.  Owing to cash collateral requirements, Fitch
does not expect material additional liquidity to be provided by
the senior unsecured $42 million revolving facility ($24 million
outstanding on Jan. 30, 2011) which expires in February 2013.

The revolving credit facility is guaranteed by eight original
subsidiaries of the company as well as three Volt Delta Resources
subsidiaries.  Once the cash collateral is released, the main
financial covenants that will apply include a minimum interest
coverage ratio of 4.0 times (x) and a maximum debt to EBITDA ratio
of 3.0x.


WAVE SYSTEMS: Inks $3.5MM Pact With BASF for PC Maintenance
-----------------------------------------------------------
Wave Systems Corp. announced a $3.5 million agreement with BASF SE
to provide the leading chemical company with Wave's EMBASSY(R)
client, server software and maintenance services for its new
global fleet of personal computers.

BASF, headquartered in Ludwigshafen, Germany, ordered both
software licences and accompanying maintenance agreements for
Wave's flagship EMBASSY(R) Remote Administration Server (ERAS).
ERAS gives IT the power to turn on each self-encrypting drive
(SED) in seconds (as opposed to up to several hours per PC with
software-based encryption), set security policies and provide
detailed event logs to demonstrate that the data was fully
encrypted if a laptop goes missing.

The order involves tens of thousands of ERAS licenses, maintenance
orders for 2011 and additional maintenance orders for all of 2012.
Wave anticipates fulfilling the order in the second calendar
quarter and expects to record approximately $2.8 M of license
sales and this year's maintenance as revenue ratably over the
remainder of 2011, with 2012 maintenance of approximately $700,000
to be recognized ratably over the full year of 2012.

                            About BASF

BASF is the world's leading chemical company.  Its portfolio
ranges from chemicals, plastics, performance products, and
agricultural products to oil and gas.  As a reliable partner BASF
creates chemistry to help its customers in virtually all
industries to be more successful.  With its high-value products
and intelligent solutions, BASF plays an important role in finding
answers to global challenges such as climate protection, energy
efficiency, nutrition and mobility.  BASF posted sales of more
than EUR 63.9 billion in 2010 and had approximately 109,000
employees as of the end of the year.  BASF shares are traded on
the stock exchanges in Frankfurt (BAS), London (BFA) and Zurich
(AN).  Further information on BASF is available on the Internet at
www.basf.com or in the Social Media Newsroom at newsroom.basf.com.

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave's independent registered public accounting firm has issued a
report dated March 16, 2010, that includes an explanatory
paragraph referring to its significant operating losses and
substantial doubt about its ability to continue as a going
concern.

The Company reported a net loss of $4.12 million on $26.05 million
of total net revenues for the year ended Dec. 31, 2010, compared
with a net loss of $3.34 million on $18.88 million of total net
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $17.08 million
in total assets, $14.38 million in total liabilities and $2.70
million in total stockholders' equity.


WAVERLY GARDENS: Wins Approval to Employ Senior Living as Broker
----------------------------------------------------------------
Waverly Gardens of Memphis, LLC, and Kirby Oaks Integra, LLC
sought and obtained approval from the U.S. Bankruptcy Court for
the Western District of Tennessee to employ Senior Living
Investment Brokerage Inc. to market and sell their real properties
in Memphis, Tennessee.

The Debtors own two senior living facilities consisting of a total
of 248 units.  One facility known as Waverly Gardens consists of
196 rental units and is owned by Waverly.  The other facility
known as Waverly Glen, which consists of 52 rental units, is owned
by Kirby Oaks.

The Debtors proposed to pay the firm for its services based on a
flat rate and fixed percentage in the amount of 6% payable at the
closing of the sale.

Senior Living does not represent or hold any interest adverse to
the Debtors or their estates with respect to the matters for which
the firm is to be employed, according to the Debtors' lawyer,
Michael Coury, Esq., at Butler, Snow, O'Mara, Stevens & Cannada
PLLC, in Memphis, Tennessee..

                About Waverly Gardens of Memphis

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby
Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two
senior living facilities consisting of a total of 248 units.
Waverly Gardens consists of 196 rental units and is located at
6539 Knight Arnold Road, Memphis, Tennessee 38115.  Kirby Oaks
consists of 52 rental units and is located at 6551 Knight Arnold
Road, Memphis, Tennessee 38115.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D.
Tenn. Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

Waverly Gardens estimated assets at $10 million to $50 million,
and debts at $1 million to $10 million.  Kirby Oaks estimated
assets and debts at $1 million and $10 million.


WEGENER CORP: Inks 16th Amendment to 1996 Loan & Security Pact
--------------------------------------------------------------
Wegener Communications, Inc., and The David E. Chymiak Trust Dated
December 15, 1999, entered into a Twelfth Amendment, to a certain
Loan and Security Agreement dated June 5, 1996.  Among other
things, the Twelfth Amendment added certain substantive changes to
the Security Agreement including, but not limited to, a
requirement that the Company be in compliance with a solvency
representation provision on the last day of our fiscal 2010 third
quarter ended May 28, 2010.

On June 11, 2010, the Company and the Trust entered into a
Thirteenth Amendment to the Security Agreement which changed the
date of compliance for the solvency representation to the last day
of our fiscal 2010 fourth quarter ending on Sept. 3, 2010.  On
Nov. 8, 2010, the Company and the Trust entered into a Fifteenth
Amendment to the Security Agreement which extended the date of
compliance for the solvency representation from the last day of
our fiscal 2010 fourth quarter, to the last day of our fiscal 2011
second quarter ending on March 4, 2011.

On April 13, 2011, the Company and the Trust entered into a
Sixteenth Amendment to the Security Agreement.  The Amendment
further extended the date of compliance for the solvency
representation from the last day of the Company's fiscal 2011
second quarter, to the last day of the Company's fiscal 2011 third
quarter ending on June 3, 2011.

A full-text copy of the Sixteenth Amendment is available at no
charge at http://is.gd/PhULz0

                        About Wegener Corp.

Johns Creek, Ga.-based Wegener Corporation --
http://www.wegener.com/-- was formed in 1977 and is a Delaware
corporation.  The Company conducts its continuing business through
Wegener Communications, Inc. (WCI), a wholly-owned subsidiary.
WCI, a Georgia corporation, is an international provider of
digital video and audio solutions for broadcast television, radio,
telco, private and cable networks.

In Wegener's annual report filed on Nov. 15, 2010, on Form 10-K
for the fiscal year ended Sept. 3, 2010, Habif, Arogeti & Wynne,
LLP, in Atlanta, Ga., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a capital deficiency.

The Company's balance sheet as of September 3, 2010, showed
$8.36 million in total assets, $8.49 million in total
liabilities, and a stockholders' deficit of $131,688.


WESTERN APARTMENT: Has Interim OK to Use OWB's Cash Collateral
--------------------------------------------------------------
Western Apartment Supply & Maintenance Co., sought and obtained
interim authorization from the Hon. Robert J. Faris of the U.S.
Bankruptcy Court for the District of Hawaii to use the cash
collateral of OWB until June 2011.

The total scheduled amount due the Secured Creditor, as of the
Petition Date is in the principal amount of approximately
$11,703,209 secured by a first and second mortgages, promissory
note and financing statement.

Jerrold K. Guben, Esq., at O'Connor Playdon & Guben LLP, explained
that the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtor will use the collateral
pursuant to a budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtor will grant
the Secured Creditor replacement liens having the same priority
and extent as the respective Secured Creditor's existing security
interests in its prepetition collateral, and monthly payment of
$60,000, with the first payment due before the final hearing but
not later than 30 days from the date of the filing.

The Court has set a final hearing for May 2, 2011, at 9:30 a.m. on
the Debtor's request for authorization to use cash collateral.

Western Apartment Supply & Maintenance Company owns and operates
the Days Inn Maui Oceanfront Inn at 2980 S. Kihei Road, Kihei,
Maui Hawaii.  It filed a Chapter 11 petition (Bankr. D. Hawaii
Case No. 11-00941) in Honolulu, Hawaii, on April 5, 2011.  Jeffery
S. Flores, Esq., and Jerrold K. Guben, Esq., at O'Connor Playdon &
Guben LLP, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated assets and debts between $10 million and $50 million.

This is the third time Western Apartment has sought bankruptcy
protection.  It first filed a Chapter 11 petition (Case No. 04-
00072) in January 2004 then returned to Chapter 11 (Case No. 06-
00459) in July 2006.  Both cases were dismissed and Western
Apartment continued to operate the hotel.


YOUTH & FAMILY: S&P Withdraws 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew all its
ratings on Austin, Texas-based Youth & Family Centered Services
Inc., including its 'B' corporate credit rating.  The action
follows the sale of the company and repayment of its
existing debt.


ZEIGER CRANE: Hearing on Chapter 11 Trustee Appt. Set for April 21
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will hold a hearing on April 21, 2011, to consider the appointment
of a Chapter 11 trustee in the bankruptcy cases of Zeiger Crane
Rental, Inc. and its debtor affiliates.

People's United Equipment Finance Corp., a secured creditor,
called for the appointment of a Chapter 11 trustee due to the
alleged illicit conduct of the Debtors and their principal, Steve
Zeiger.  It questioned in particular the payment of more than
$400,000 to insiders in the days leading up to the Debtors'
bankruptcy filing.

Zeiger Crane Rental, Inc., is a nationwide crane rental company
that has been operating out of Palm Beach County, Florida, since
1986.  It filed for Chapter 11 bankruptcy protection on Feb. 18,
2011 (Bankr. S.D. Fla. Case No. 11-14183).  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliate Atlantic Leasing, Inc., filed a separate Chapter 11
petition on Feb. 18, 2011 (Bankr. S.D. Fla. Case No. 11-14185).

The cases are jointly administered.  Zeiger Crane is the lead
case.


* Mass. Gov. Patrick Says Muni Bankruptcy Not Necessary
-------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reported that Massachusetts Democratic Gov. Deval Patrick
dismissed bankruptcy as a way for financially stressed cities and
towns to face down their problems.

"It's a dumb and unnecessary idea," Gov. Patrick said Wednesday
while speaking at the National Press Club in Washington, according
to DBR.

Municipalities nationwide are struggling as labor and debt costs
rise and tax revenue shrinks. According to DBR, Gov. Patrick said
the situation in Massachusetts and many other states is further
complicated because state funding to local governments is being
cut.  Still, he said bankruptcy shouldn't be looked at as a
solution

According to DBR, Gov. Patrick, at an event to promote his new
book, "A Reason to Believe," said a combination of savings and tax
increases can help rescue municipalities from financial peril.
The governor is also calling for local government workers to pay a
greater share of their own health-care bills.

Meanwhile, Sara Murray, writing for The Wall Street Journal's
Washington Wire, reported that Rep. Patrick McHenry (R., N.C.),
chairman of a House Oversight Committee panel, said Wednesday that
Republicans have dismissed the idea of pushing legislation that
would allow states to declare bankruptcy.

According to Washington Wire, Mr. McHenry's subcommittee has held
a series of hearing on state and local debt and municipal markets,
including discussions about allowing states to declare bankruptcy.
Republicans' primary concern was that unfunded pension and retiree
health-care liabilities could push states to insolvency and send
them to Congress looking for bailouts. A bankruptcy option would
have offered an alternate to a federal government rescue.


* U.S. Probes Collussion Among Large Banks Over LIBOR Rates
-----------------------------------------------------------
Joseph Palazzolo, Jean Eaglesham and Carrick Mollenkamp, writing
for The Wall Street Journal, reported that U.S. investigators are
examining whether some of the world's biggest banks colluded to
manipulate a key interest rate before and during the financial
crisis, affecting trillions of dollars in loans and derivatives,
say people familiar with the situation.

According to the Journal, for the past year, law-enforcement
officials have been investigating whether the U.S. and European
banks understated their own borrowing costs, which are used to
calculate the London interbank offered rate, or Libor. The
investigators are now looking into whether the banks effectively
formed a global cartel and coordinated how to report borrowing
costs between 2006 and 2008.

The Journal said that, according to people familiar with the
yearlong probe, U.S. regulators are focusing on Bank of America
Corp., Citigroup Inc. and UBS, among others, and have sent
subpoenas to those banks. The three banks declined to comment.


* As Calif. Foreclosures Rise, Foreclosure Investment Flourishes
----------------------------------------------------------------
ForeclosureDeals.com revealed that while California foreclosures
are up significantly since the beginning of the year, foreclosures
in California are taking up to a year to reach the market.

California has long been home to the largest inventory of
foreclosure properties in a single state, and the trend is
continuing.  New statistics on foreclosed homes in California
revealed by ForeclosureDeals.com show that foreclosures across the
state rose 35% between February and March of 2011. But in addition
to rising foreclosure rates, California foreclosed homes are now
taking much longer to get to auction. In some areas, such as San
Mateo and Santa Clara counties, the average time for a foreclosure
to go to auction is one year.

"The California foreclosure process has really slowed down, and
it's created a lot of great buying opportunities for foreclosure
investors," remarked James Foxx, ForeclosureDeals' chief business
analyst.

Mr. Foxx pointed out that foreclosure courts in California are
making sure that each foreclosure has been carefully reviewed
before going to public sale, in light of the recent "robo-signing"
scandal, involving bank foreclosures that were pushed through to
foreclosure without providing defaulted homeowners with time to
pay off their debt.

"Foreclosures are taking 6, 9, 12 months to go to sale, and it's
slowly creating a buyer's market."

Home sales, however, have been on a steady rise in California in
the past few months, and rose by 33% in March alone. Buyers are
also turning to buying foreclosures in California much more often,
as California foreclosure properties and distressed homes
accounted for more than 57% of all home sales in the state in
March.

Reports show that California foreclosures are common in areas
nearby military bases, such as San Diego, Murrieta, and Fallbrook.
Since homebuyers in these areas are itinerant military families,
they often move and are unable to sell their homes in the
depressed market. But foreclosure investment has also taken root
in the area, with foreclosed houses bought up to be rented to new
military arrivals.

"People are definitely paying attention to California
foreclosures, because they offer so much value," Foxx remarked.
"When you've got a situation with increased interest in
foreclosure investment, but a healthy supply of foreclosure homes,
it's a great time to buy. You're going to find a lot of homes
going for low prices so that lenders can sell off the backlog."

                        About ForeclosureDeals

ForeclosureDeals.com -- http://ForeclosureDeals.com-- is a leader
in the foreclosure news and foreclosure listings field.  With a
database of over 1.5 million foreclosure properties listed
nationwide and daily updates on foreclosure advice and investment
information, ForeclosureDeals.com is a one-stop source for
foreclosure buyers and real estate investors. Visit to learn more.


* Cerberus Raising $3+ Billion in New Distressed Fund
-----------------------------------------------------
Sabrina Willmer, writing for Dow Jones Private Equity Analyst,
reports that Cerberus Capital Management LP is launching its next
flagship distressed fund, but aims to raise half the size of the
$7.5 billion vehicle that it is currently investing.

Dow Jones relates Cerberus aims to raise $3.75 billion for its
next flagship fund, Cerberus Institutional Partners V, according
to a cover letter for the fund's private placement memorandum.
The firm formally began fund raising last week when it sent
memorandums to investors and expects to hold a first close on the
vehicle in September.

A Cerberus spokesman declined to comment on the fund raising

Dow Jones recounts that Cerberus four years ago made headlines for
raising the largest single distressed debt pool to date.
According to Dow Jones, Cerberus aggressively had increased the
size of Cerberus Institutional Partners LP Series IV from its
third offering, which raised $1.8 billion in 2003.  That move, Dow
Jones notes, was at the height of the market boom and before the
souring of bets on Chrysler and General Motors Acceptance Corp. on
the economic downturn.


* CROs to Speak at Turnaround Management Association Webinar
------------------------------------------------------------
High-stakes drama is commonplace for chief restructuring officers
deployed when companies are stuck in a morass of financial and
operational trouble.  Along with thick skin, CROs must possess
knowledge of federal and state law, finesse in negotiating with
anxious creditors and tight-fisted vendors, and deftness in using
turnaround management techniques.

Turnaround Management Association will present a Webinar on
strategies used by chief restructuring officers, CRO 101-Using the
Tools, Thursday, April 21, 2011, at noon Eastern.

The speakers, all TMA members, include:

Moderator: William Snyder, CTP, Managing Partner, CRG Partners
Group LLC, Dallas As CRO, Snyder contended with angry fans and
riled bidders for the American League champion Texas Rangers
baseball team.  With more than 25 years' experience, Mr. Snyder
has restructured and guided companies in a variety of industries,
including distribution, food service, healthcare, high-tech,
manufacturing, retail, restaurants, and telecommunications.  He
was CRO on the team earning TMA's 2010 Turnaround of the Year
Award for restructuring Pilgrim's Pride, one of the largest U.S.
chicken producers.

Brad Coulter, CTP, Director, O'Keefe & Associates, Bloomfield
Hills, MichiganCoulter parlayed experience as a finance director
in manufacturing into a fruitful career in corporate
restructuring.  He has developed and managed the implementation of
turnaround plans for automotive suppliers, medical clinics, retail
chains, convenience store chains, machine tool companies, building
material dealers and distributors, and engineering firms.
Engagements include Yaldo Eye Center and American International
Inc.

Jacen Dinoff, Principal and Chief Executive Officer, KCP Advisory
Group LLC, Burlington, Massachusetts

Mr. Dinoff's expertise, earned over more than 16 years, marries
accounting, finance, management and operations expertise and
experience in bankruptcy case administration. He has worked on
financial and operational restructurings and asset divestitures,
and held debtor and creditor advisor roles. Engagements include
Alpina Sports Corp. and Dunkin's Diamonds.

Carl Lane, Managing Director, AlixPartners, Chicago, Illinois

With more than 16 years' experience, Lane specializes in providing
restructuring counsel to distressed companies, creditors,
shareholders, and other interested parties. He has guided
management in developing approaches to restructuring and business
plans, performed analyses on capital restructuring, and assisted
in the disposition of assets.  Bally Total Fitness, Federal Mogul,
and Orius Telecommunications are among recent engagements.

Chicago-based Turnaround Management Association --
http://www.turnaround.org-- has more than 9,000 members in 47
chapters worldwide.


* David Phelps Joins Brincko Group as Senior Managing Director
--------------------------------------------------------------
David N. Phelps, a nationally recognized financial and operational
restructuring professional, has joined the Brincko Group as Senior
Managing Director and head of the firm's new Chicago office.  As
Senior Managing Director, he will report to John Brincko,
President of Sitrick Brincko Group LLC.

Mr. Phelps has more than 30 years of operational and financial
leadership experience, and for the past 10 years has served in
senior advisory and interim management roles for companies
undergoing both in-court and out-of-court restructurings. Mr.
Phelps will lead the Chicago office and be responsible for
national accounts.

Prior to joining Brincko, Mr. Phelps served as Co- Managing Member
and Chief Operating Officer of Bridge Associates LLC, a boutique
financial advisory and consulting firm providing interim
management, financial advisory and valuation/solvency consulting
services to a diverse group of clients, with positions throughout
the capital structure.  While at Bridge, Mr. Phelps advised
clients in various industries, including media, manufacturing,
financial services, distribution, retail, construction, energy,
and transportation logistics with market capitalizations ranging
from lower middle market companies to publicly-traded fortune 100
companies.

"David's depth and breadth of experience in both large and mid-cap
restructurings and his ability to handle many roles make him a
tremendous addition to the Brincko team," Mr. Brincko said.  "We
are delighted to have him lead our new Chicago office and work
with us in our worldwide practice."

Mr. Phelps' practice will focus on debtor work, representation of
secured creditors, litigation support, and management of orderly
wind-down situations.  He has previously served as interim Chief
Executive Officer, interim Chief Restructuring Officer, and
interim Chief Financial Officer for companies undergoing both
financial and operational restructurings.  Additionally, Mr.
Phelps has served as an advisor to various corporate boards and as
litigation trustee, liquidation trustee, and plan administrator in
Chapter 11 cases.

Mr. Phelps earned a Bachelors of Science in Accounting from
Indiana University and is a Certified Public Accountant. He is a
member of the American Bankruptcy Institute, the Turnaround
Management Association, the American Institute of Certified Public
Accountants, the National Council for the Valparaiso University
School of Business, and various other professional organizations.

The Brincko Group provides these global services: operational and
financial turnaround and restructuring; corporate and financial
advisory; interim and crisis management; dispute resolution;
litigation support; and bankruptcy claims administration and
management.  The Brincko Group is a unit of Sitrick Brincko Group
LLC, which is comprised of Sitrick And Company and the Brincko
Group. Sitrick And Company is an international strategic and
crisis communications firm. SBG is a wholly-owned subsidiary of
Resources Connection Inc.  The firm has offices in Los Angeles;
Riverside and Santa Monica, CA; New York; Chicago; San Francisco;
and Miami.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
April 27-29, 2011
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Spring Conference
       JW Marriott, Chicago, IL
          Contact: http://www.turnaround.org/

May 5, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Nuts and Bolts - New York City
       Association of the Bar of the City of New York,
       New York, N.Y.
          Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
AMERICAN BANKRUPTCY INSTITUTE
    New York City Bankruptcy Conference
       Hilton New York, New York, N.Y.
          Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Canadian-American Cross-Border Insolvency Symposium
       Fairmont Royal York, Toronto, Ont.
          Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Central States Bankruptcy Workshop
       Grand Traverse Resort and Spa, Traverse City, Mich.
             Contact: http://www.abiworld.org/

July 21-24, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Northeast Bankruptcy Conference
       Hyatt Regency Newport, Newport, R.I.
          Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Southeast Bankruptcy Workshop
       The Sanctuary at Kiawah Island, Kiawah Island, S.C.
          Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Mid-Atlantic Bankruptcy Workshop
       Hotel Hershey, Hershey, Pa.
          Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
AMERICAN BANKRUPTCY INSTITUTE
    NCBJ/ABI Educational Program
       Tampa Convention Center, Tampa, Fla.
          Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
AMERICAN BANKRUPTCY INSTITUTE
    International Insolvency Symposium
       Dublin, Ireland
          Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
TURNAROUND MANAGEMENT ASSOCIATION
    Hilton San Diego Bayfront, San Diego, CA
       Contact: http://www.turnaround.org/

Dec. 1-3, 2011
AMERICAN BANKRUPTCY INSTITUTE
    23rd Annual Winter Leadership Conference
       La Quinta Resort & Spa, La Quinta, Calif.
          Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Spring Conference
       Grand Hyatt Atlanta, Atlanta, Ga.
          Contact: http://www.turnaround.org/

Apr. 19-22, 2012
AMERICAN BANKRUPTCY INSTITUTE
    Annual Spring Meeting
       Gaylord National Resort & Convention Center,
       National Harbor, Md.
          Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
AMERICAN BANKRUPTCY INSTITUTE
    Southeast Bankruptcy Workshop
       The Ritz-Carlton Amelia Island, Amelia Island, Fla.
          Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
AMERICAN BANKRUPTCY INSTITUTE
    Mid-Atlantic Bankruptcy Workshop
       Hyatt Regency Chesapeake Bay, Cambridge, Md.
          Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Annual Convention
       Westin Copley Place, Boston, Mass.
          Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
AMERICAN BANKRUPTCY INSTITUTE
    Winter Leadership Conference
       JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
          Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Spring Conference
       JW Marriott Chicago, Chicago, Ill.
          Contact: http://www.turnaround.org/

October 3-5, 2013
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Annual Convention
       Marriott Wardman Park, Washington, D.C.
          Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***