TCR_Public/110426.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, April 26, 2011, Vol. 14, No. 114

                            Headlines

ALLY FINANCIAL: Inks $750MM Underwriting Pact With Citigroup
AMARU INC: Accumulated Losses Prompt Going Concern Doubt
AMBASSADORS INT'L: Seeks May 16 Extension to File Schedules
AMBASSADORS INT'L: Proposes Richards Layton as Co-Counsel
AMBASSADORS INT'L: Taps Imperial Capital as Financial Advisor

AMERICAN DEFENSE: Marcum LLP Raises Going Concern Doubt
AMES DEPARTMENT: Payments to Cellmark Are Preferential
AMES DEPARTMENT: Has No Preference Claim Against Nikko America
AMR CORP: Incurs $436 Million First Quarter Net Loss
APPLESEED'S INTERMEDIATE: Orchard Brands Emerges From Chapter 11

ARK DEVELOPMENT: Owner Has Three Buildings in Florida
ASIA8 INC: Recurring Losses Cue Going Concern Doubt
ATLANTIS PLASTICS: Ch. 7 Trustee's Suit Survives Motion to Dismiss
AXION INTERNATIONAL: Delays Filing of Annual Report
BALQON CORP: Amends Third Quarter Financials to Correct Error

BIOPACK ENVIRONMENTAL: Wong Lam Raises Going Concern Doubt
BIO-BRIDGE SCIENCE: Recurring Losses Cue Going Concern Doubt
BLOCKBUSTER INC: Plan Filing Exclusivity Extended Until Aug. 19
BLOCKBUSTER INC: Dish Needs More Time to Decide on Stores
BON-TON STORES: S&P Raises Rating on Sr. Secured Notes to 'B-'

BORDERS GROUP: To Weigh in Sale or Restructuring by Aug. 15
BORDERS GROUP: Wins Approval to Modify Lease Terms with Landlords
BORDERS GROUP: Notifies of Late Filing of Annual Report
BOWE BELL + HOWELL: Has Interim OK to Obtain DIP Financing
BOWE BELL + HOWELL: Section 341(a) Meeting Scheduled for May 23

BOWE BELL + HOWELL: Has OK to Hire Garden City as Claims Agent
BOWE BELL + HOWELL: Taps McDermott Will as Special Counsel
CAMPANA FAMILY: U.S. Trustee Unable to Form Creditors Committee
CAPITOL CITY BANCSHARES: Nichols Cauley Raises Going Concern Doubt
CARIBBEAN CARRIER: Bankr. Ct. Won't Revisit Admin. Claim Ruling

CARIBBEAN PETROLEUM: U.S., Insurer Object to Liquidation Plan
CATHOLIC CHURCH: Wilmington Amends Plan to Include Settlement
CATHOLIC CHURCH: Wilmington Plan Has Unresolved Issues, VAI Says
CATHOLIC CHURCH: Milwaukee Committee Proposes Berkeley as Advisor
CATHOLIC CHURCH: Conference on Spokane Post-Conf. Issues Today

CENTRAL ENERGY: Files Form 10-K; Warns of Possible Bankruptcy
CHINA CGAME: Samuel H. Wong Raises Going Concern Doubt
CHINA FRUITS: Lake & Associates Raises Going Concern Doubt
CHINA SHEN ZHOU: Receives a Going Concern Qualification
CINTEL CORP: Kim & Lee Raises Going Concern Doubt

CITY CROSSING: Sued by CML-NV Over $18 Mil. Deficiency on Loan
COMMERCIAL CAPITAL: Denis Rose Resigns from Creditors Committee
CONTESSA PREMIUM: Obtains Final Approval to Use Cash Collateral
CROATAN SURF: Court Considers Further Cash Collateral Use Today
CROSSROADS FORD: Failure of First Plan Won't Prompt Case Dismissal

DELTA AIR: To Webcast 2011 1st Quarter Results Today
DELTA AIR: Reports March 2011 Traffic Results
DELTA AIR: To Sell $292 Million Equipment Notes to U.S. Bank
DELTA AIR: Supports Proposal to Suppress Oil Speculation
DENTAL PROFILE: Hit With $314T Sanction for Improper Ch.11 Filing

DLGC II: Files List of Seven Largest Unsecured Creditors
DLGC II: Taps Polsinelli Shughart as Bankruptcy Counsel
DONALD BAILEY: Wins $894,000 Judgment Against Hako-Med USA
DOT VN: Signs Publisher Network Agreement with Yahoo!
DYNAVAX TECHNOLOGIES: To Receive $6-Mil. in Lupus Program Trial

EASTBRIDGE INVESTMENT: Significant Losses Cue Going Concern Doubt
ENERGY FUTURE: Issues $1.75 Billion New Notes Under an Indenture
EPAZZ INC: Lake & Associates Raises Going Concern Doubt
EXTERRA ENERGY: Incurs $1.20 Million Net Loss in Feb. 28 Quarter
FEEL GOLF: W.T. Uniack Raises Going Concern Doubt

FPB BANCORP: Hacker Johnson Raises Going Concern Doubt
FOOD FRESH: Case Summary & 20 Largest Unsecured Creditors
FULLCIRCLE REGISTRY: Recurring Losses Cue Going Concern Doubt
FUSION TELECOMS: Rothstein Kass Raises Going Concern Doubt
GEORGESVILLE-270: Case Summary & 4 Largest Unsecured Creditors

GOLD HILL: Files Schedules of Assets & Liabilities
GOLD HILL: Section 341(a) Meeting Scheduled for May 16
GOLD HILL: Taps Barton Law as Bankruptcy Counsel
GRUBB & ELLIS: Closes $18-Mil. Credit Facility with Colony
HARRY & DAVID: Defends Loan, Backstop Deal From Creditors

HARTEX VENTURES: Days Inns Wins Default Judgment in License Rift
HASSEN REAL ESTATE: Case Reassigned to Judge Ernest Robles
INTCOMEX INC: Moody's Affirms 'B3' Corporate; Outlook Now Negative
INTEGRA BANK: Common Stock Delisted From Nasdaq
IPAYMENT INC: S&P Upgrades Corporate Credit Rating to 'B'

ISLE OF CAPRI: S&P Assigns 'BB-' Rating on $800MM Credit Facility
JEFFERSON COUNTY: Receiver Wants Control of Cash in Bankruptcy
LA BOTA DEVELOPMENT: Confirmation Hearing Continued Until May 23
LAKE PLEASANT: Discloses Largest Unsecured Creditor
LAKE PLEASANT: Has OK to Tap Polsinelli Shughart as Bankr. Counsel

LANDMARK WEST: Voluntary Chapter 11 Case Summary
LEHMAN BROTHERS: LBI Has Deal with JPM on Return of $800-Mil.
LODGENET INTERACTIVE: Lowers First Quarter Net Loss to $908,000
LYONDELLBASELL INDUSTRIES: S&P Raises Corp. Credit Rating to 'BB-'
LYONDELL CHEMICAL: Resolves $2-Mil. Claim Against Interplastic

MACDERMID INC: Moody's Raises Corporate Family Rating to 'B2'
MAJESTIC CAPITAL: Receives Nasdaq Delisting Notice
MARONDA HOMES: Has Interim OK to Pay Critical Vendors' Claims
MARONDA HOMES: Has OK to Close Sales of Homes & Transfer Title
MERCANTILE BANCORP: Recurring Losses Cue Going Concern Doubt

MERUELO MADDUX: Williams & Ribb Out of Equity Committee
METAMORPHIX INC: Sells Business, Converts to Chapter 7
MGM RESORTS: Kerkorian's Tracinda Has 26.8% Equity Stake
MIDWAY COS: Five Partnerships in Chapter 11
MISCOR GROUP: Recurring Losses Prompt Going Concern Doubt

MMFX CANADIAN: U.S. Trustee Re-Appoints Sherman Bros to Committee
MONEYGRAM INT'L: Faces Shareholders Derivative Lawsuit in Del.
MONTEBELLO, CA: Faces Insolvency, Taps Bankruptcy Attorneys
MOUNT DIABLO: Court Finds Counsel's Fees Excessive
MSCI INC: S&P Assigns 'BB+' Rating on Amended Term Loan B Facility

NATIONAL HERITAGE: Former Charity Donors Sue McGuireWoods
NAVISTAR INTERNATIONAL: William Osborne to Retire From Board
NEIMAN MARCUS: S&P Upgrades Corporate Credit Rating to 'B+'
NEOMEDIA TECHNOLOGIES: Closes $450,000 Debenture With YA Global
NGPL PIPECO: Moody's Reviews 'Ba1' Ratings for Possible Downgrade

NUTRACEA: Says It Issued Only 2.6-Mil. Shares to Ironridge
OCEAN PARK: Court Confirms First Amended Joint Plan
ORKNEY HOLDINGS: S&P Puts 'B' Rating on $850MM Notes on Watch Neg.
OWENS-ILLINOIS INC: S&P Affirms 'BB+' Corporate Credit Rating
PASTEURIZED EGGS: Dist. Ct. to Hold Trial on Veil-Piercing Claim

PENN VIRGINIA: S&P Withdraws 'B+' Rating on 4.5% Sr. Notes
PHILADELPHIA ORCHESTRA: Taps Dilworth Paxson as Bankruptcy Counsel
POINT BLANK: New Equity Committee Sinks Chapter 11 Plan
PJ FINANCE: Torchlight Seeks Dismissal of Chapter 11 Cases
PJ FINANCE: Seeks to Employ CBRE Capital as Financial Advisor

POLYONE CORP: S&P Raises Corporate Credit Rating to 'BB-'
PRECISION OPTICS: Maturity of $600,000 Notes Extended to April 29
PREMIUM DEVELOPMENTS: Files Plan of Reorganization
QUAD/GRAPHICS: Moody's Affirms 'Ba2' Corporate Family Rating
QUANTRX BIOMEDICAL: Accumulated Deficit Cues Going Concern Doubt

RADIO ONE: Board Approves Stock Repurchase Authorization
RADLAX GATEWAY: Can Use Amalgamated Bank's Cash Until June 22
RBC BANCORPORATION: Fitch Withdraws 'C' Individual Rating
RCC SOUTH: Court Denies Disclosure Statement Approval
REDCO DEV'T: Must Amend Disclosure Statement by Thursday

REGAL ONE: De Joya Griffith Raises Going Concern Doubt
REGEN BIOLOGICS: Seeks Court Approval to Auction Off Assets
REMINGTON RANCH: Hearing on Real Property Sale Set for May 11
RIVER ROAD: Gets Interim OK to Use Cash Collateral Until June 22
ROBERT BRENNAN: Investors Have Until May 31 to File Claims

ROCK & REPUBLIC: Court Approves Judge Glenn as Mediator
ROPER BROTHERS: Plan of Liquidation Became Effective April 1
SAGUARO RANCH: Plan Hearing Set Ahead of May 27 Auction
SAN JOAQUIN: S&P Puts Revenue Bonds 'BB-' Rating on Watch Negative
SANSWIRE CORP: Argus One UAV Completes Initial Flight Testing

SANTA CLARA: Court Confirms 3rd Amended Plan of Reorganization
SBARRO INC: Gets More Time to File Schedules And Statements
SCHUTT SPORTS: Plan Confirmation Hearing Scheduled for May 9
SCOVILL FASTENERS: Has Court's Interim Nod to Use Cash Collateral
SCOVILL FASTENERS: Taps BMC Group as Claims & Noticing Agent

SEAGATE TECH: Moody's Says Ba1 CFR Unaffected by Samsung Agreement
SEDONA DEVELOPMENT: Has Access to Cash Collateral Until June 30
SESI LLC: Moody's Ups CFR to 'Ba2', Unsec. Notes Rating to 'Ba3'
SILVER STATE: CML-NV Sues Plise Over $18 Mil. Deficiency on Loan
SMART-TEK SOLUTIONS: Changes Year-End to Dec. 31, 2011

SOUTH PADRE: Seeks to Employ Tim Schultz as Accountant
SPONGETECH DELIVERY: E-Trade Sues to Unload $1.6-Mil. in Cash
SRAM CORP: Moody's Upgrades Corporate Family Rating to 'B1'
STANDARD PACIFIC: Fitch Affirms 'B-' IDR; Outlook Stable
STEEL PARTS: Monomoy Capital Acquires Firm's Assets

STERIGENICS INT'L: S&P Withdraws Corporate Credit & Loan Ratings
STHI HOLDING: S&P Keeps 'B' Corporate Credit Rating
SUPERIOR ENERGY: S&P Assigns 'BB+' Rating on $400MM Sr. Notes
SUPERVALU: S&P Assigns 'BB' Rating on $497MM Term Loan B-3
TEMBEC USA: Files for Chapter 7 Liquidation

TETSEL & ISHIGURO: Voluntary Chapter 11 Case Summary
TEXAS HEMATOLOGY: Owner Entitled to Chapter 7 Discharge
TIB FINANCIAL: Dismissal of Crowe Horwatt as Accountants Okayed
TIMOTHY BLIXSETH: Asks Dismissal, Wants to Avoid Montana Judge
TN-K ENERGY: Recurring Operating Losses Prompt Going Concern Doubt

TRICO MARINE: Trico Supply Group Reaches Agreement with WC Lenders
UNIGENE LABORATORIES: Amended & Restated License Pact Kept Secret
URS CORP: S&P Affirms 'BB+' Corporate Credit Rating
UTILITY LINE: Four Executives Have Yet to Receive Salaries
VALITAS HEALTH: S&P Assigns 'B' Corporate Credit Rating

VITRO SAB: Bondholders Aim to Move Ch. 15 Case to Dallas
VITRO SAB: U.S. Units Propose KCC as Claims Agent
WASHINGTON TAYLOR: Voluntary Chapter 11 Case Summary
WASTE2ENERGY HOLDINGS: Scottish Court Orders Liquidation of Unit
WESTMORELAND COAL: To Begin Trading on NASDAQ Global Market

WOUND MANAGEMENT: Pritchett Siler Raises Going Concern Doubt
WWA GROUP: Recurring Losses Cue Going Concern Doubt
WYNN RESORTS: S&P Places 'BB' Corp. Credit Rating on CreditWatch
YONKERS RACING: S&P Affirms 'B+' Corporate Credit Rating
YUKON-NEVADA GOLD: Deloitte & Touche Raises Going Concern Doubt

ZOO ENTERTAINMENT: EisnerAmper LLP Raises Going Concern Doubt

* Lehman Continues to Dominate Claim Trading Business

* Judges Goes Easy on Lawyer for Fee Letter Violation
* Spurned Lawyers and Fee Dispute Make for Volatile Mix

* New Mexico Bankr. Court to Launch Online Program on Filing
* Fed Seeks Input on Big Finance Bankruptcy Process

* Corinne Ball to Lead Jones Day's Europe Restructuring Practice
* Marsh Launches Dodd-Frank/FDIC Receivership Endorsement
* McDermott Will & Emery Opens in Paris

* Large Companies With Insolvent Balance Sheets


                            *********


ALLY FINANCIAL: Inks $750MM Underwriting Pact With Citigroup
------------------------------------------------------------
Ally Financial Inc. entered into an Underwriting Agreement
incorporating Ally's Underwriting Agreement Standard Provisions
with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC,
as representatives of the several Underwriters named therein,
pursuant to which Ally agreed to sell to the Underwriters
$750,000,000 aggregate principal amount of 4.500% Senior
Guaranteed Notes due 2014 and $750,000,000 aggregate principal
amount of Floating Rate Senior Guaranteed Notes due 2014.  The
Notes will be guaranteed by Ally US LLC, IB Finance Holding
Company, LLC, GMAC Latin America Holdings LLC, GMAC International
Holdings B.V. and GMAC Continental LLC, each a subsidiary of Ally,
on an unsubordinated basis.  The Securities were registered
pursuant to Ally's shelf registration statement on Form S-3, which
became automatically effective on Jan. 3, 2011.

A full-text copy of the Underwriting Agreement is available for
free at http://is.gd/ieeggL

                       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 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.


AMARU INC: Accumulated Losses Prompt Going Concern Doubt
--------------------------------------------------------
Amaru, Inc., filed on April 15, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

Mendoza Berger & Company, LLP, in Irvine, California, expressed
substantial doubt about Amaru, Inc.'s ability to continue as a
going concern.  The independent auditors noted that the Company
has sustained accumulated losses from operations totaling
$38.5 million at Dec. 31, 2010.

The Company reported a net loss of $2.1 million on $48,382 of
revenue for 2010, compared with a net loss of $33.7 million on
$22,016 of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $3.3 million
in total assets, $3.5 million in total liabilities, and a
stockholders' deficit of $141,597.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/J1nC3T

Singapore-based Amaru, Inc., a Nevada corporation, is in the
business of broadband entertainment-on-demand, streaming via
computers, television sets, PDAs (Personal Digital Assistant) and
the provision of broadband services.  The Company's business
includes channel and program sponsorship (advertising and
branding); online subscriptions, channel/portal development
(digital programming services); content aggregation and
syndication, broadband consulting services, broadband hosting and
streaming services and E-commerce.


AMBASSADORS INT'L: Seeks May 16 Extension to File Schedules
-----------------------------------------------------------
Ambassadors International Inc. and its debtor affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend
through May 16, 2011, the period within which they must file
schedules of assets and liabilities, schedules of current income
and expenditures, schedules of executory contracts and unexpired
leases, and statements of financial affairs.

Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of
the Federal Rules of Bankruptcy Procedure, the Debtors are
required to file their Schedules within 14 days after the Petition
Date.  Local Rule 1007-1(b) extends the deadline to file the
Schedules to 30 days after the Petition Date if the Debtors file a
list of creditors with their petitions.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware -- defranceschi@rlf.com -- avers that the
Debtors have filed a Creditor Matrix that identifies in excess of
200 creditors and, therefore, absent the relief requested, the
Debtors must file their Schedules within 30 days after the
Petition Date.

The Debtors submit that under the circumstances of their Chapter
11 cases, good and sufficient cause exists to extend the deadline
to file their Schedules.  Completing the Debtors' Schedules
requires the expenditure of considerable time and effort on the
part of the Debtors' employees and advisors to collect, review,
and assemble copious amounts of information, Mr. DeFranceschi
contends.  He points out that because of the competing demands
upon the Debtors' limited staff to address numerous critical
operational matters during the initial postpetition period, the
Debtors will not be in a position to properly and accurately
complete the Schedules within the required 30-day period.

                 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, to sell Windstar Cruises to Whippoorwill Associates
Inc. for $40 million, absent higher and better bids at a
bankruptcy auction.

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.


AMBASSADORS INT'L: Proposes Richards Layton as Co-Counsel
---------------------------------------------------------
Ambassadors International Inc. and its debtor affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Richards, Layton & Finger, P.A., as their
bankruptcy co-counsel, nunc pro tunc as of the Petition Date.

As co-counsel, RL&F will:

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

   -- take all necessary action to protect and preserve the
      Debtors' bankruptcy 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 estates;

   -- prepare all necessary motions, applications, answers,
      orders, reports and papers in connection with the
      administration of the estates;

   -- attend meetings and negotiations with representatives of
      creditors, equity holders, prospective investors or
      acquirers, and other parties-in-interest;

   -- appear before the Court, any appellate courts, and the
      Office of the United States Trustee to protect the Debtors'
      interests; and

   -- perform all other necessary legal services in connection
      with the Chapter 11 Cases.

Prior to the Petition Date, the Debtors paid RL&F a total retainer
of $100,0000 in connection with and in contemplation of the filing
of the Chapter 11 Cases.

RL&F will be paid based on its current standard hourly rates, plus
reimbursement of actual, necessary expenses.  The principal
professionals and paraprofessionals designated to represent the
Debtors and their rates are:

      Daniel J. DeFranceschi      $650
      Michael J. Merchant         $550
      L. Katherine Good           $340
      Amanda R. Steele            $245
      Janel Gates                 $200

Daniel J. DeFranceschi, a director of RL&F, assures the Court that
RL&F is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Hearing to consider the application is on April 26, 2011.
Objections were due on April 19.

                 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, to sell Windstar Cruises to Whippoorwill Associates
Inc. for $40 million, absent higher and better bids at a
bankruptcy auction.

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.
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.


AMBASSADORS INT'L: Taps Imperial Capital as Financial Advisor
-------------------------------------------------------------
Ambassadors International Inc. and its debtor affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Imperial Capital, LLC, as their financial
advisor, nunc pro tunc to the Petition Date.

Mark Detillion, Ambassadors International's chief financial
officer, informs the Court that prior to the Petition Date, the
Debtors engaged Imperial to act as the financial advisor in
connection with a potential restructuring.  He adds that pursuant
to an Engagement Letter, the Debtors paid Imperial (a) $300,000 in
Monthly Fees, and (b) $18,497 for reimbursed expenses prior to the
Petition Date.  No other payments were made within 90 days prior
to the Petition Date.

As financial advisor, Imperial will provide the Debtors with an
analysis of their business, operations, properties, financial
condition and management, assist the Debtors in developing,
evaluating, structuring and negotiating the terms and conditions
of a potential restructuring, and assist the Debtors in the
preparation of solicitation materials with respect to their
existing indebtedness, among other services.

The Debtors have agreed to pay Imperial pursuant to this fee
structure:

   (a) Monthly Fee -- A monthly advisory fee of $100,000 in
       advance on the first day of each month thereafter,
       provided that one-third of the aggregate Monthly Advisory
       Fees in excess of $300,000 will be credited against any
       fees earned any payable pursuant to Restructuring Fee and
       Sale Transaction Fee;

   (b) Restructuring Fee -- A transaction fee of $500,000,
       payable upon the closing of the Restructuring, provided
       that one-third of the aggregate Monthly Fees in excess of
       $300,000 and $25,000 of the Opinion Fee, if applicable,
       will be credited against the earned Restructuring Fee;

   (c) Sale Transaction Fee -- A transaction fee of $500,000,
       payable upon consummation of the Transaction, provided
       that one-third of the aggregate Monthly Advisory Fees in
       excess of $300,000 and $25,000 of the Opinion Fee, if
       applicable, will be credited against the earned Sale
       Transaction Fee; and

   (d) Opinion Fee -- A non-refundable opinion fee of $125,000,
       payable upon Imperial's notification of the Debtors that
       Imperial has completed its investigation and review with
       respect to the Debtors' requested opinion in connection
       with any Restructuring or Transaction, provided that
       $25,000 will be credited against any earned Restructuring
       Fee or Transaction Fee.

If both a Restructuring Fee and Sale Transaction Fee are earned
and payable to Imperial, the aggregate amount of those fees will
not exceed $500,000, less the crediting of one-third of the
aggregate Monthly Advisory Fees in excess of $300,000 and less
$25,000 of the Opinion Fee, if applicable.

The Debtors will also reimburse Imperial's reasonable and
documented expenses incurred in connection with the performance of
its engagement.  As of the Petition Date, Imperial does not hold a
general retainer on advisory fees.

As set forth in the Engagement Letter, the Debtors have agreed to
certain indemnification and contribution obligations.

Christopher Shepard, Co-Head of Investment Banking at Imperial,
assures the Court that Imperial is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                 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, to sell Windstar Cruises to Whippoorwill Associates
Inc. for $40 million, absent higher and better bids at a
bankruptcy auction.

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.
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.


AMERICAN DEFENSE: Marcum LLP Raises Going Concern Doubt
-------------------------------------------------------
American Defense Systems, Inc., filed on April 15, 2011, its
annual report on Form 10-K for the year ended Dec. 31, 2010.

Marcum LLP, in Melville, New York, expressed substantial doubt
about American Defense Systems' ability to continue as a going
concern.  The independent auditors noted that as of Dec. 31, 2010,
the Company had a working capital deficiency of $14.1 million, an
accumulated deficit of $26.3 million, a shareholders' deficiency
of $9.8 million and cash on hand of $428,160.  "The Company had
losses from continuing operations of $9.0 million and
$15.7 million and net losses of $9.4 million and $16.3 million for
the years ended Dec. 31, 2010, and 2009, respectively."

The Company reported a net loss of $9.4 million on $39.5 million
of revenues for 2010, compared with a net loss of $16.3 million on
$45.9 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $9.8 million
in total assets, $19.5 million in total liabilities, and a
stockholders' deficit of $9.8 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/2YL3yO

Hicksville, N.Y.-based American Defense Systems, Inc., is a
defense and security products company engaged in three business
areas: customized transparent and opaque armor solutions for
construction equipment and tactical and non-tactical transport
vehicles used by the military; architectural hardening and
perimeter defense, such as bullet and blast resistant transparent
armor, walls and doors; and tactical training products and
services consisting of the Company's live-fire interactive T2
Tactical Training System and its American Institute for Defense
and Tactical Studies.


AMES DEPARTMENT: Payments to Cellmark Are Preferential
------------------------------------------------------
Bankruptcy Judge Robert E. Gerber ruled that transfers by Ames
Merchandising Corporation to Cellmark Paper, Inc., the supplier of
paper used by Ames for promotional material, during the 90-day
period before Ames' bankruptcy filing were preferential and made
while Ames was insolvent.  The transfers are avoidable, Judge
Gerber held, as Cellmark failed to rebut the presumption of
insolvency, and failed to establish an ordinary course of business
defense.

The case is Ames Merchandising Corporation, v. Cellmark Paper
Inc., Adv. Pro. No. 03-06261 (Bankr. S.D.N.Y.).  The original
complaint against Cellmark sought to recover roughly $6.7 million
in preferential transfers.  In the Pre-Trial Order, Ames limited
its claim for recovery to roughly $1.9 million.

A copy of Judge Gerber's March 28, 2011 decision is available at
http://is.gd/p7MEHsfrom Leagle.com.

Cellmark Paper Inc. is represented by:

          Irve J. Goldman, Esq.
          PULLMAN & COMLEY, LLC
          850 Main Street
          P.O. Box 7006
          Bridgeport, CT 06601-7006
          Tel: 203-330-2213
          Fax: 203-576-8888
          E-mail: igoldman@pullcom.com

                  About Ames Department Stores

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.

Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001.  Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; Storch Amini Munves PC;
Cadwalader, Wickersham & Taft LLP; and Dewey & LeBoeuf LLP
represent the Debtors.  When the Company filed for protection
from their creditors, they reported $1,901,573,000 in assets
and $1,558,410,000 in liabilities.  The Company closed all of
its 327 department stores in 2002.

Ames and its affiliates filed a consolidated Chapter 11 Plan, and
a related Disclosure Statement explaining the Plan with the Court
on Dec. 6, 2004.  A full-text copy of Ames' Chapter 11 Plan
is available at no charge at:

       http://bankrupt.com/misc/ames_chapter_11_plan.pdf

and a full-text copy of Ames' Disclosure Statement is available
at no charge at:

    http://bankrupt.com/misc/ames'_disclosure_statement.pdf

As reported by the Troubled Company Reporter on March 16, a
hearing to determine the adequacy of the Disclosure Statement
explaining Ames' Plan has not yet been scheduled.


AMES DEPARTMENT: Has No Preference Claim Against Nikko America
--------------------------------------------------------------
Ames Merchandising Corp. lost its bid to recover five alleged
preferential transfers, totaling roughly $185,000, from Nikko
America, Inc.  Bankruptcy Judge Robert E. Gerber held that Ames
has failed to meet its burden to establish that Nikko America was
a creditor at the time of the transfer, and that it received any
direct or actual benefit from the payments.  Nikko America is an
entity distinct from the entities that were actually Ames'
creditors and to whom Ames actually made payment.

Nikko America is the North and South American "sales office" for
Nikko Co. Ltd.  Nikko Co. owns 60% of Nikko America, and either
directly or indirectly owns two of its production facilities,
Nikko Hong Kong -- Nikko TEC -- and Nikko Malaysia -- Nikko
Electronics.  Nikko America, Nikko TEC, and Nikko Electronics each
maintained their own books and records, paid their own expenses,
and had separate boards of directors and officers.

In July 2001, Ames wired $79,249.20 to Nikko TEC and in August
2001 Ames wired $110,000 to Nikko Electronics.  It is not clear if
Nikko America received any part of its commission from Nikko
Electronics or Nikko TEC.

The case is Ames Merchandising Corp., v. Nikko America, Inc., Adv.
Pro. No. 03-08310 (Bankr. S.D.N.Y.).  A copy of Judge Gerber's
March 28, 2011 order is available at http://is.gd/kUTC04from
Leagle.com.

Nikko America is represented by:

          William L. Siegel, Esq.
          COWLES & THOMPSON, P.C.
          Dallas, TX
          Tel: 214-672-2126
          Fax: 214-672-2326
          E-mail: bsiegel@cowlesthompson.com

               - and -

          Fred Stevens, Esq.
          FOX ROTHSCHILD, LLP
          100 Park Avenue, Suite 1500
          New York, NY 10017
          Tel: 212-878-7900
          Fax: 212-692-0940

                  About Ames Department Stores

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.

Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001.  Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; Storch Amini Munves PC;
Cadwalader, Wickersham & Taft LLP; and Dewey & LeBoeuf LLP
represent the Debtors.  When the Company filed for protection
from their creditors, they reported $1,901,573,000 in assets
and $1,558,410,000 in liabilities.  The Company closed all of
its 327 department stores in 2002.

Ames and its affiliates filed a consolidated Chapter 11 Plan, and
a related Disclosure Statement explaining the Plan with the Court
on Dec. 6, 2004.  A full-text copy of Ames' Chapter 11 Plan
is available at no charge at:

       http://bankrupt.com/misc/ames_chapter_11_plan.pdf

and a full-text copy of Ames' Disclosure Statement is available
at no charge at:

    http://bankrupt.com/misc/ames'_disclosure_statement.pdf

As reported by the Troubled Company Reporter on March 16, a
hearing to determine the adequacy of the Disclosure Statement
explaining Ames' Plan has not yet been scheduled.


AMR CORP: Incurs $436 Million First Quarter Net Loss
----------------------------------------------------
AMR Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $436 million on $5.53 billion of total operating revenues for
the three months ended March 31, 2011, compared with a net loss of
$505 million on $5.06 billion of total operating revenues for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$27.11 billion in total assets, $31.06 billion in total
liabilities and a $3.95 billion stockholders' deficit.

"High fuel prices remain one of the biggest challenges to our
industry and our company.  We believe our steps to aggressively
increase revenues, reduce capacity, control non-fuel operating
costs, and bolster liquidity will help us to better manage the
challenges we currently face," said AMR Chairman and CEO Gerard
Arpey in a statement.  "While we clearly must achieve better
results as we continue to strengthen our business, we have made
some meaningful progress.  I want to thank our people for their
commitment to serving our customers, and I am confident that our
overall strategy positions American well to address our current
challenges and sets the stage for long-term success."

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/VMrcd0

                       About AMR Corporation

Headquartered in Fort Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  As of Dec. 31, 2009, American provided scheduled jet
service to approximately 160 destinations throughout North
America, the Caribbean, Latin America, Europe and Asia.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

AMR recorded a net loss of $471 million in the year 2010, a net
loss of $1.5 billion in 2009, and a net loss of $2.1 billion in
2008.

                        *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings,
'Caa1' corporate family and probability of default ratings from
Moody's, and a 'B-' corporate credit rating from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services revised its
outlook on AMR Corp. and its major operating subsidiary, American
Airlines Inc., to stable from negative, based on AMR's improved
operating performance, which has bolstered credit quality.  S&P
also affirmed its 'B-' corporate credit rating and most issue
ratings on the two companies and lowered selected ratings on
American's enhanced equipment trust certificates.


APPLESEED'S INTERMEDIATE: Orchard Brands Emerges From Chapter 11
----------------------------------------------------------------
Orchard Brands disclosed that its Plan of Reorganization, which
the Bankruptcy Court confirmed last week, has become effective and
it has successfully emerged from chapter 11 approximately three
months after voluntarily filing for bankruptcy protection.

Neale Attenborough, Orchard Brands' Chairman & Chief Executive
Officer, said, "This is an exciting day for Orchard Brands and one
that represents a new beginning.  Through the restructuring
process, we were able to eliminate approximately $420 million of
debt, maintain our day-to-day business operations with minimal
disruption, and exit chapter 11 with substantial liquidity and the
capital to execute on our growth plans.

"As a result of our increased operational flexibility and
strengthened capital structure, Orchard Brands is emerging as a
stronger company well-positioned for long-term success.  With an
unparalleled portfolio of brands and strong demand among our
target market segment -- the rapidly growing demographic of men
and women above the age of 55 -- we have a very bright future as
we continue to focus on providing our 40 million customers with
the excellent products and service they expect from us."

Attenborough concluded, "I would like to thank our hard working
associates for their dedication and professionalism, without their
efforts we would not be making this announcement.  I would also
like to thank all of our vendors, creditors, and other
stakeholders, whose strong support enabled us to emerge from
chapter 11 in such a swift time period.  On behalf of our
leadership team, we look forward to working together with all of
our key stakeholders as we enter our next phase of growth."

                   About Appleseed's Intermediate

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

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

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

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

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


ARK DEVELOPMENT: Owner Has Three Buildings in Florida
-----------------------------------------------------
Paul Brinkmann at the South Florida Business Journal reports that
Fort Lauderdale-based Ark Development/Oceanview LLC, which has
sought bankruptcy protection, is a subsidiary associated with
three residential buildings at the 1400 block of North Fort
Lauderdale Beach Boulevard (State Road A1A), near Hugh Taylor
Birch State Park, in Fort Lauderdale, Florida.  Each building has
its own $4 million mortgage, each from a different lender,
according to the Chapter 11 petition: Midland Loan Services, with
an outstanding claim of $3.15 million; BB&T Mortgage, with an
outstanding claim of $3.39 million; and Northern Trust, with a
claim of $3.15 million.

According to the report, signing the petition was Isaac Kodsi, an
attorney and managing partner of Fort Lauderdale-based Ark
Financial Group, which finds financing for real estate
developments.  Mr. Kodsi and his Ark companies have lost several
foreclosure lawsuits to banks recently, including a $4 million
judgment on an incomplete residential project in Miami Beach
(Cypress Bay Development), and a $2.7 million judgment to Boca
Raton-based First Southern Bank over a property in Oakland Park
(Ark Development/Oakland Park) which also lists Joseph Kodsi as
defendant.

Ark Development/Oceanview, LLC, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 11-20382) in Forth Lauderdale, Florida,
on April 18, 2011.  In its schedules, the Debtor disclosed
$12,000,000 in assets and $9,772,531 in liabilities.  Philip J.
Landau, Esq., at Shraiberg, Ferrara, & Landau P.A., in Boca Raton,
Florida, represents the Debtor.

A Chapter 11 case summary and a list of 20 largest unsecured
creditors for Ark Development/Oceanview are in the April 21, 2011
edition of the Troubled Company Reporter.


ASIA8 INC: Recurring Losses Cue Going Concern Doubt
---------------------------------------------------
Asia 8 Inc. filed on April 14, 2011, its annual report on Form 10-
K for the fiscal year ended Dec. 31, 2010.

Kostandinos Jerry Georgatos, in Hayward, California, expressed
substantial doubt about Asia8's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and a net capital
deficiency.

The Company reported a net loss of $612,806 on $0 revenue for
2010, compared with a net loss of $1.37 million on $0 revenue for
2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.71 million
in total assets, $250,735 in total liabilities, and stockholders'
equity of $1.46 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/RYg3kb

Austin, Texas-based Asia8, Inc., current focus is to work together
with WWA Group, Inc., and Infrastructure Developments Corp. to
increase the value of its investment and to leverage those
relationships to develop the distribution of Wing House mobile
shelter systems.

The Company acquired a 49% interest in World Wide Auctioneers,
Inc., a Nevada registered corporation, holding 100% of a British
Virgin Island registered company World Wide Auctioneers, Ltd., an
international equipment auction company on June 30, 2000.  WWA,
based in the United Arab Emirates, holds unreserved auctions on a
consignment basis for the sale of construction, industrial and
transportation equipment.  On Aug. 8, 2003, World Wide
Auctioneers, Inc. sold 100% of WWA to a Nevada registered company,
WWA Group, Inc., in a stock exchange transaction.  The stock
exchange caused the Company to acquire a minority equity
investment in WWA Group which the Company accounts for using the
equity method, whereby the Company's percentage of the net income
or losses of WWA Group are accounted in the Company's own results
as other income or losses.  WWA Group sold WWA to Seven
International Holdings, Ltd., a Hong Kong registered company, on
Oct. 31, 2010, in exchange for Seven's assumption of the assets
and liabilities of WWA subject to certain exceptions.  The
disposition did not affect WWA Group's interest in Asset Forum,
LLC., its ownership of proprietary on-line auction software or its
equity interest and debt position in Infrastructure Developments
Corp. in which it currently holds an unconsolidated 17.75% equity
position.


ATLANTIS PLASTICS: Ch. 7 Trustee's Suit Survives Motion to Dismiss
------------------------------------------------------------------
The Chapter 7 Trustee for Atlantis Plastics, Inc., filed a
complaint seeking to avoid and recover allegedly fraudulent
transfers against Earl W. Powell, et al., and the Defendants moved
to dismiss it for failure to state a claim on which relief can be
granted under Fed. R. Civ. P. 12(b), applicable under Fed. R.
Bankr. P. 7012.  The Trustee responded to the motion and moved to
amend the complaint.  The Defendants have not opposed amendment of
the complaint but contend that the amended complaint still fails
to state a claim on which relief can be granted.

Bankruptcy Judge Paul W. Bonapfel held that because Fed. R. Civ.
P. Rule 15(a)(2), applicable under Fed. R. Bankr. P. 7015,
instructs the Court to freely give leave to amend a pleading when
justice so requires and because the Defendants do not oppose
amendment, the Court granted the Trustee's motion to amend the
complaint.  The Court denied the Defendants' motion to dismiss,
holding that the amended complaint states a claim on which relief
can be granted.

The proposed amended complaint seeks to recover distributions to
the Defendants in excess of $107,000,000 on account of shares of
stock or stock options that they held in the Debtor.  The amended
complaint alleges that the Debtor did not receive reasonably
equivalent value for the transfers to the Defendants and that they
left the Debtor with unreasonably small assets for the business in
which it was engaged.  As such, the amended complaint continues,
the transfers are fraudulent transfers under the laws of Georgia,
O.C.G.A. Sec. 18-2-74, and Delaware, 6 Del. Code Sec. 1304.

The case is Marcus A. Watson, Sr., Chapter 7 Trustee, v. Earl W.
Powell, et al., Adv. Pro No. 10-06349 (Bankr. N.D. Ga.), and a
copy of the Court's March 31, 2011 Order is available at
http://is.gd/aCTD6Gfrom Leagle.com.

                      About Atlantis Plastics

Atlanta, Georgia-based Atlantis Plastics, Inc. (OTC:ATPL.PK)
manufactured specialty polyethylene films and molded and extruded
plastic components used in a variety of industrial and consumer
applications.

Atlantis Plastics filed for Chapter 11 relief on Aug. 10, 2008
(Bankr. N.D. Ga. Case Nos. 08-75473 through 08-75481) together
with Atlantis Plastics, Inc., Atlantis Plastic Films, Inc.,
Atlantis Films, Inc., Atlantis Molded Plastics, Inc., Atlantis
Plastics Injection Molding, Inc., Extrusion Masters, Inc., Linear
Films, Inc., Pierce Plastics, Inc., and Rigal Plastics, Inc.

David B. Kurzweil, Esq., at Greenberg Traurig, LLP, represented
the Debtors in their restructuring efforts.  They listed assets
between $100 million and $500 million and debts between
$100 million and $500 million.  At Sept. 30, 2007, Atlantis
Plastics' consolidated balance sheet showed $214.0 million in
total assets and $255.3 million in total liabilities, resulting in
a $41.3 million stockholders' deficit.

The case was converted to a case under Chapter 7 on Dec. 19, 2008,
and Marcus A. Watson, Sr., was named Chapter 7 Trustee.


AXION INTERNATIONAL: Delays Filing of Annual Report
---------------------------------------------------
Axion International Holdings, Inc., informed the U.S. Securities
and Exchange Commission that its Form 10-K for the period ended
Dec. 31, 2010, could not be filed within the prescribed time
because the Company's previous audit firm was acquired by a new
independent registered public accounting firm and accordingly
additional time was required by Company's management and new
auditors to prepare certain information to be included in such
report.

                    About Axion International

New Providence, N.J.-based Axion International Holdings, Inc.
(OTC BB: AXIH) -- http://wwwaxionintl.com/-- is a structural
solution provider of cost-effective alternative infrastructure and
building products.  The Company's "green" proprietary technologies
allow for the development and manufacture of innovative structural
products made from virtually 100% recycled consumer and industrial
plastics.

The Company's balance sheet at Sept. 30, 2010, showed $1.7 million
in total assets, $2.1 million in total liabilities, and a $439,000
stockholders' deficit.

Jewett, Schwartz, Wolfe and Associates, in Hollywood, Florida,
expressed substantial doubt about the Company's ability to
continue as a going concern, following the Company's results for
the fiscal years ended Sept. 30, 2009 and 2010.  The independent
auditors said the Company's need to seek new sources or methods of
financing or revenue to pursue its business strategy, raise
substantial doubt about the Company's ability to continue as a
going concern.


BALQON CORP: Amends Third Quarter Financials to Correct Error
-------------------------------------------------------------
Balqon Corporation filed on April 15, 2011, Amendment No. 1 to its
From 10-Q for the quarterly period ended Sept. 30, 2010, to
correct an accounting error in relation to the value of a recorded
derivative liability in connection with a private offering of the
Company's securities and the recording of the associated offering
costs.

The Company reported a net loss of $1.26 million on $122,311 of
revenues for the three months ended Sept. 30, 2010, compared with
a net loss of $616,699 on $780,158 of revenues for the same period
of 2009.

At Sept. 30, 2010, the Company's balance sheet showed
$1.85 million in total assets, $4.51 million in total liabilities,
and a stockholders' deficit of $2.66 million.

A complete text of the Form 10-Q/A is available for free at:

                       http://is.gd/AFqR6i

                     About Balqon Corporation

Harbor City, Calif.-based Balqon Corporation develops, assembles
and markets heavy-duty electric vehicles, flux vector motor
controllers and heavy-duty electric drive systems.

                           *     *     *

Weinberg & Company, P.A., in Los Angeles, California, expressed
substantial doubt about Balqon Corporation's ability to continue
as a going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has experienced
recurring losses since inception and has an accumulated deficit.


BIOPACK ENVIRONMENTAL: Wong Lam Raises Going Concern Doubt
----------------------------------------------------------
Biopack Environmental Solutions Inc. filed on April 15, 2011, its
annual report on Form 10-K for the year ended Dec. 31, 2010.

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

The Company reported a net loss of $2.4 million on $364,417 of
revenue for 2010, compared with net income of $867,547 on $921,281
of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.0 million
in total assets, $3.0 million in total liabilities, and a
stockholders' deficit of $2.0 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/fEn49m

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

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


BIO-BRIDGE SCIENCE: Recurring Losses Cue Going Concern Doubt
------------------------------------------------------------
Bio-Bridge Science, Inc., filed on April 15, 2011, its annual
report on Form 10-K for the year ended Dec. 31, 2010.

Weinberg & Company, P.A., in Los Angeles, expressed substantial
doubt about Bio-Bridge Science's ability to continue as a going
concern.  The independent auditors noted that the Company has
experienced recurring losses since inception and negative cash
flows from operating activities.

The Company reported a net loss of $5.2 million on $97,138 of
revenue for 2010, compared with a net loss of $403,511 on $80,290
of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $3.6 million
in total assets, $274,538 in total liabilities, all current, and
stockholders' equity of $3.3 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/SmSqoN

Oakbrook Terrace, Illinois-based Bio-Bridge Science, Inc., is a
biotechnology company whose subsidiaries are focused on the
commercial development of HIV-PV Vaccine I, HPV vaccine, colon
cancer vaccine, mucosal adjuvant and the manufacture and sale of
vaccine production-related materials.


BLOCKBUSTER INC: Plan Filing Exclusivity Extended Until Aug. 19
---------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Blockbuster's motion to extend the exclusive period during which
the Company can file a Chapter 11 plan and solicit acceptances
thereof through and including Aug. 19, 2011 and Oct. 18, 2011.

In its motion, the Company told the Court it needed this
exclusivity extension ". . . to provide an opportunity for them to
formulate a chapter 11 plan following the implementation of the
Bid Procedures and the consummation of the Sale."

                      About Blockbuster Inc.

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

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

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

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

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

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

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

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

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

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

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


BLOCKBUSTER INC: Dish Needs More Time to Decide on Stores
---------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Dish Network Corp. will be given more time to decide which of the
1,500 Blockbuster Inc. stores it wants to continue operating after
completion of the sale that the bankruptcy judge formally approved
on April 14.  Dish, the winner of the auction with a gross bid of
$320 million, originally hoped to complete the acquisition by
April 21.  On account of the delay, Dish will pick up rental costs
while it decides which stores to continue operating.  Neither
holders of the $630 million in secured notes nor creditors
supplying goods and services during the Chapter 11 case will be
paid fully from the sale.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- had over 6,500 stores in
the United States, its territories and 17 other countries as of
January 2010.

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

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

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

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

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

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

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

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

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

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


BON-TON STORES: S&P Raises Rating on Sr. Secured Notes to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue-level
rating on York, Pa.-based Bon Ton Stores Inc. (Bon Ton) to 'B-'
from 'CCC+'.  "At the same time, we revised the recovery rating to
'5' from '6'.  The '5' recovery rating indicates our expectation
of modest (10%-30%) recovery in the event of payment default," S&P
noted.

"At the same time, we affirmed all other ratings, including the
'B' corporate credit rating.  The outlook is stable," S&P said.

"The recovery rating revision is due to the stronger performance
over the past year which has resulted in an increase in the
company's enterprise value," explained Standard & Poor's credit
analyst David Kuntz.


BORDERS GROUP: To Weigh in Sale or Restructuring by Aug. 15
-----------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York said Borders Group, Inc. needs to revise its
executive bonus plan after a lawyer for unsecured creditors said
the Company wants to pay key managers to stay while it considers
a sale or reorganization, Tiffany Kary of Bloomberg News
reported.

Counsel to the Official Committee of Unsecured Creditors, Bruce
Buechler, Esq. at Lowenstein Sandler PC, in New York, told Judge
Glenn at a recent hearing that the Key Employee Incentive Plan
was revised April 14 so the five top executives, including Chief
Executive Officer Mike Edwards and Chief Financial Officer Scott
Henry, would be paid based on how much they can recover for
creditors under a sale or restructuring by August 15, 2011,
Bloomberg disclosed.

The revised KEIP specifically contemplates giving the top five
executives up to $4.9 million if they manage to return more than
$95 million to unsecured creditors, Mr. Buechler explained,
according to Bloomberg.  The executives could get $1.8 million if
$73 million is recovered, the report noted.  The amounts apply if
a plan is confirmed or the company is sold by August 15, 2011,
the report added.

In this regard, Judge Glenn said Borders should include a
scenario where less than $73 million is recovered, Bloomberg
related.

"As we look at running a sales process -- selling all the
debtors' assets or infusing equity into the company instead of
just a stand-alone plan, we need management not just to be there,
but to be cheerleaders or affirmative spokespeople for the
company," Bloomberg quoted Mr. Buechler as saying at an April 14
hearing.

Judge Glenn said the revised incentive plan needs work and told
lawyers to negotiate with the U.S. Trustee for Region 2 to work
on the revisions on the bonus plan, Bloomberg relayed.  The U.S.
Trustee objected to Borders' request to implement a Key Employee
Incentive Plan and Key Employee Retention Plan.

Borders spokesperson Jeremy Fielding said in a statement the
Company is willing to meet with the U.S. Trustee to demonstrate
that the proposed program is in line with the Company's objective
"to create value to benefit the creditors and all of the
company's stakeholders, so that Borders can exit Chapter 11 in
short order."

Borders continued to attempt to resolve the U.S. Trustee's
Objection as of April 13, counsel to Borders, David M. Friedman,
Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York,
disclosed.  Borders is also continuing discussions with the
Creditors' Committee regarding the KEIP and certain payments due
under the Employee Agreements.  The KEIP/KERP Motion will go
forward with respect to the KERP in any event.  The KEIP portion
of the KEIP/KERP Motion will only proceed if Borders reaches an
agreement with the Creditors' Committee, Mr. Friedman noted.

                Borders Responds to U.S. Trustee,
                 Reduces Incentives to $6.6 Mil.

Borders' difficulties in retaining quality employees have
continued given the uncertainty of its Chapter 11 cases and the
uncertainty surrounding approval of the Key Employee Incentive
Plan and Key Employee Retention Plan, Mr. Friedman argued in
court papers dated April 12, 2011.

As a result, Mr. Friedman relayed, the KEIP now only applies to
15 executives, and has a target cost of $4.4 million instead of
$4.7 million and a maximum cost of $6.6 million instead of $7.1
million because two of the 17 Executives -- a senior vice
president and a vice president -- have resigned since the filing
of the KEIP/KERP Motion.

In the same period, 22 additional corporate employees have
voluntarily left Borders for a total of 47 employees since the
Company filed for bankruptcy, according to Mr. Friedman.

"The more employees the Debtors lose, the harder the Debtors'
senior management and director-level employees must work to
compensate for these losses," Mr. Friedman averred.  The losses
the Debtors have suffered in senior management and director-level
employees prove that the Incentive Motion was filed at the
appropriate time, he insisted.

Mr. Friedman also contended that the employees under the KERP are
not insiders.  Rather than being an "insider," each of the KERP
Employees is subordinate to and required to report to an officer,
or to another director-level employee that, in turn, reports to
the officer, he pointed out.

In a supporting declaration filed with the Court, John Dempsey, a
partner at Mercer (US) Inc., the Debtors' compensation
consultant, told Judge Glenn that retailers have to move on
faster track than other debtors in order to survive Chapter 11
and avoid liquidation.  "In [Borders'] cases, this has influenced
the need to get the KEIP and KERP in place very quickly and has
set a faster track to implementing those plans," he emphasized.

Assuming the Debtors' projected emergence revenues of $1.5
billion, projected maximum KEIP costs are slightly above market
median, Mr. Dempsey related.

The $1.5 billion reflects a decline from Borders' revenues before
it filed for bankruptcy, which revenues totaled $2.3 billion, Mr.
Dempsey stated.

Mr. Dempsey appended a copy of a report, dated March 21, 2011, on
Borders Restructuring Compensation Programs, including a
discussion on Borders' financial status, a copy of which is
available for free at:

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

According to The Detroit News, Judge Glenn adjourned the hearing
on the KEP/KERP Motion without reaching an agreement.

At the April 14 hearing, Judge Glenn said reaching a resolution
is critical, The Detroit News related.

"If this business goes down the toilet bowl, there are a lot of
full or part-time employees who face the prospect of going out of
work," The Detroit New quoted the bankruptcy judge as saying.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Wins Approval to Modify Lease Terms with Landlords
-----------------------------------------------------------------
Borders Group, Inc. and its debtor affiliates received authority
from Judge Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York to modify terms of certain of their
lease agreements.

The Debtors are parties to 650 unexpired real property leases for
their retail stores with hundreds of landlords.  The Debtors and
their professionals have been reviewing the Leases to determine
whether to close underperforming stores and maximize
profitability of their store footprint.  In connection with this
process, the Debtors also renegotiate Leases where, with certain
concessions from landlords, the reduction in costs is sufficient
to result in otherwise unprofitable stores becoming profitable.

During the two-year period prior to the filing of their Chapter
11 cases, the Debtors obtained rent concessions of about $38.3
million at 154 of their locations and closed 35 unprofitable
stores.

The Debtors relate that they will continue closing stores where
they are unable to turn a profit without modifications to the
corresponding Leases.  Indeed, the Debtors recently closed at
least 226 of its store locations.

While the Debtors believe it is important to close
underperforming locations, they also believe it is beneficial
first to try to obtain concessions from landlords that can turn
an underperforming store into a profitable location, Andrew K.
Glenn, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New
York, tells the Court.  To that end, the Debtors aver that they
would like to continue negotiating rent concessions during their
Chapter 11 cases to determine which stores to close, subject to
their ability to renegotiate the terms of applicable Leases.
However, given that certain of the Lease Modification Agreements
contain releases, including releases of preference claims, the
Debtors filed this request.

Specifically, the Debtors propose to include these Modified Lease
terms in the proposed Lease modification agreements:

  * Reductions of base rent;

  * Reductions or extensions of lease terms;

  * Reductions or elimination of option terms;

  * Reconciliations and settlements of additional rent charges
    and disputes, including, but not limited to, common area
    maintenance taxes, insurance, and other costs that are
    typically added to base rent;

  * Recapture and early termination rights;

  * Granting administrative claim status for the difference in
    rent if the applicable Lease is ultimately rejected;

  * Continuous operations obligations;

  * Waivers or modifications to "exclusive use" provisions;

  * Waivers or modifications to "prohibited use" restrictions;

  * Agreement to a Landlord's waiver of all or a portion of
    unpaid prepetition rent;

  * A Landlord's stipulation for extension of time for the
    Debtors' right to assume or reject the Lease;

  * Occupancy cost conversions, example "gross rent" or
    "percentage rent" only plus additional rent charges;

  * "Percentage rent" added as an occupancy cost obligation;

  * Preference waivers;

  * Release provisions;

  * Inclusion of an obligation by the Debtors to provide sales
    reporting;

  * Modification or elimination of co-tenancy clauses; or

  * Reductions in gross leasable area.

The Lease Modification Agreements may also contain provisions for
the preservation of a landlord's claim under Section 502(b)(6) of
the Bankruptcy Code in the pre-Lease modification rent amount.
Despite the fact that the rent under the Lease is being reduced,
landlords may assert unsecured or administrative claims for the
full amount of rent under the Lease if the Lease is ultimately
rejected.

Mr. Glenn insists that the Debtors' renegotiation of lease terms
is an ordinary course transaction and is consistent with their
prepetition practices.  "Continuing negotiations is a core
strategy of the Debtors and an integral part of these Chapter 11
cases," he avers.

However, to ensure that the Lease Modification Agreements are
beneficial to their estates, the Debtors propose to provide, on a
"professionals' eyes only" basis, written notice and copy of the
Lease Modification Agreement via e-mail or overnight mail to
counsel for the Official Committee of Unsecured Creditors and the
DIP Lenders, which parties will have three days to object to the
Lease Modification Agreement by serving via e-mail the objection
on the Debtors' counsel.  If no objection is timely served, the
Debtors will schedule a hearing before the Court for approval of
the Lease Modification Agreement.

Mr. Glenn asserts that the proposed Approval Procedures benefit
the Debtors' estates because if the Debtors were forced to
disclose the Lease Modification Agreements in separate motions,
their bargaining power would be severely compromised to the
detriment of their estates.  Filing motions to obtain approval of
the hundreds of modified Leases would also create a costly and
unnecessary burden on the Debtors' estates, he adds.

                           *     *     *

Judge Glenn clarified that nothing in his order impairs the
ability of the Debtors or appropriate party-in-interest to
contest any claim of any creditor pursuant to applicable law or
otherwise dispute, contest, setoff, or recoup any claim, or
assert any rights, claims or related defenses.

Upon the execution of a Lease Modification Agreement, the Debtors
will provide, on a "Professionals' Eyes Only" basis, written
notice and a copy of the Lease Modification Agreement via e-mail
or overnight mail to: (i) counsel for the Official Committee of
Unsecured Creditors; (ii) counsel to General Electric Capital
Corporation, as Working Capital Agent and to GA Capital, LLC, as
Term B Agent; and (iii) each of the DIP Agents who will have
three days to object to the Lease Modification Agreement by
serving via e-mail, the objection on the Debtors'counsel.

If the Debtors' provide the Reviewing Parties 30 t0 59 Lease
Modification Agreements in one day, the Reviewing Parties will
have four days to object to those agreements.  If the Debtors
provide 60 or more Lease Modification Agreements in one day, the
Reviewing Parties will have five days to object to those
agreements.

If no objection is served, that agreement will be deemed approved
and will be valid and binding without further notice or order of
the Court.  If an objection is timely served, the Debtors will
schedule a hearing before the Court for approval of the Lease
Modification Agreement.

With respect to any Lease Modification Agreement that includes an
extension of the Debtors' time to assume or reject a lease to a
date beyond September 14, 2011, the Debtors will file a
stipulation of that extension, which may include other provisions
in the Lease Modification Agreements that have been approved by
the Reviewing Parties, with the Court in accordance with the
Lease Decision Extension Order.

Judge Glenn also modified the automatic stay to permit the
Landlords to exercise any and all early lease termination rights
available to them under the applicable Lease Modification
Agreements, including the right to terminate the lease on written
notification of termination to the Debtors or Debtor tenant as
provided in the applicable Lease Modification Agreement.

Judge Glenn signed on April 14, 2011, the revised proposed order
submitted by the Debtors on the Lease Terms Modification Order.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Notifies of Late Filing of Annual Report
-------------------------------------------------------
Borders Group, Inc. filed with the U.S. Securities and
Exchange Commission on April 13, 2011, a notice of late filing of
its annual report on Form 10-K for the year ended January 29,
2011.

Borders Chief Financial Officer Scott Henry explains that as a
result of the pendency of Borders' Chapter 11 cases, the Company
has been required to devote a substantial portion of its
personnel and administrative resources, including the personnel
and resources of its accounting and financial reporting
organization, to matters relating to the Chapter 11 cases.  This
has a resulted in a delay in the Company's completion of its
annual report, he reveals.

On February 16, 2011, BGI, Borders, Inc. and certain of their
domestic subsidiaries filed voluntary petitions for relief under
Chapter 11 of the United States Code in the U.S. Bankruptcy Court
for the Southern District of New York.  The reorganization cases
are being jointly administered as Case No. 11-10614(MG) under the
caption "In re Borders Group, Inc., et al."  The Debtors continue
to operate their business as "debtors-in-possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code and orders of the
Bankruptcy Court.

Due to adverse business conditions and other circumstances
resulting in the commencement of the Borders bankruptcy, there
was a significant adverse change in Company's results of
operations for its fiscal year ending January 29, 2011, compared
with the Company's results of operations for its prior fiscal
year, according to Mr. Henry.  Narrative and quantitative
information regarding such change in the Company's results of
operations will be included in the Form 10-K for the fiscal year
ended January 29, 2011.

Borders expects to file its annual report within the time period
prescribed in Rule 12b-25 under the Securities Exchange Act.

                        About Borders Group

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

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

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

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

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

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

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

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


BOWE BELL + HOWELL: Has Interim OK to Obtain DIP Financing
----------------------------------------------------------
Bowe Systec, Inc., et al., sought and obtained interim
authorization from the U.S. Bankruptcy Court for the District of
Delaware to access postpetition secured financing from Contrado
BBH Funding, LLC, a wholly owned subsidiary of Versa Capital
Management, Inc.

Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., explains
that the Debtors need the money to fund their Chapter 11 cases,
pay suppliers and other parties.  A copy of the DIP financing
agreement is available for free at:

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

The DIP lender committed to provide up to the aggregate principal
amount of $127.20 million (inclusive of up to $1.30 million for
postpetition financing by the Canadian Borrower, Bowe Bell +
Howell International Ltd.).  The Court has authorized the US
Borrower, BBH, Inc., to borrow up to $11 million.  The Canadian
Borrower is also authorized to borrow up to $500,000.

The Lender agrees to make available, for the use of the Borrowers
and upon the request of the Borrowers: (i) a revolving loan to the
US Borrower in an aggregate principal amount at any time
outstanding up to but not exceeding the lesser of (i) the US
Availability Amount and (ii) the US Revolving Credit Commitment;
and (ii) a revolving loan to the Canadian Borrower in an aggregate
principal amount at any time outstanding up to but not exceeding
the lesser of (i) the Canadian Availability Amount and (ii) the
Canadian Revolving Credit Commitment.

The US Availability Amount will mean (x) until entry of the final
court order, the lesser of $11 million and the aggregate amount
authorized by the Court in the interim court order to be borrowed
by the US Borrower and (y) following entry of the final court
order, $125.90 million.

The US Revolving Credit Commitment will mean the commitment of the
Lender to make a US Revolving Credit Advance to the US Borrower in
the principal amount outstanding not to exceed $125.90 million, as
the amount may be reduced or modified pursuant to the DIP facility
agreement; provided, however, that solely for the purposes of
calculating fees, the US Revolving Credit Commitment will mean
$4.90 million, as the amount may be reduced or modified pursuant
to the DIP financing agreement.

The Canadian Availability Amount will mean (x) until entry of the
initial recognition order, $0, (y) following the entry of the
initial recognition order and until entry of the final order
recognition order, the lesser of $500,000 and the aggregate amount
authorized by the Court in the interim order to be borrowed by the
Canadian Borrower, and (z) following entry of the final order
recognition order, the lesser of $1.30 million and the aggregate
amount authorized by the Court in the final order to be borrowed
by the Canadian Borrower.

The Canadian Borrowing Availability will mean, at any time, an
amount equal to the lesser of (x) the excess, if any, of (a) the
Canadian Revolving Credit Commitment over (b) the aggregate
principal amount of all Canadian Revolving Credit Loans then
outstanding and (y) the amount permitted to be outstanding at the
time pursuant to the Canadian budget.

Each Borrower will be obligated to pay interest to Lender on the
outstanding balance of its Revolving Credit Loans at a floating
rate equal to the Prime Rate plus 6.75% per annum.  Upon the
occurrence and during the continuance of any event of default, the
interest rate applicable to all of the Obligations automatically
will be the default rate, which is a rate per annum equal to 3.00%
plus the otherwise applicable interest rate on such portion of the
Obligations as in effect from time to time.

The Revolving Credit Loans and all outstanding Obligations under
the DIP Facility will mature on, among other things, the earliest
of (a) June 13, 2011, (b) 20 days following the Petition Date if
the final court order has not been entered by that date, (c) the
date upon which the interim court order expires, unless the final
court order will have been entered and become effective by that
date, (d) the close of business on the first business day after
the entry of the interim court order, if by that time Borrowers
have not paid the Lender the fees required under the DIP Facility
Agreement, unless Lender agrees otherwise, (e) the date a plan of
reorganization confirmed in the Chapter 11 cases becomes effective
that does not provide for the payment in full of all amounts owed
to the Lender under the DIP Facility Agreement and the other Loan
Documents on the effective date, (f) the date of the closing of a
sale of all or substantially all of the Borrowers' and guarantors'
assets or a confirmed plan of reorganization or, if earlier, the
second business day after the sale court order date unless the
buyer under the asset purchase agreement is the winning bidder, or
(g) the effective date of a plan of reorganization or arrangement
in the Chapter 11 cases.

As security for the repayment of the DIP Obligations, the Lenders
will be granted DIP Facility Liens on and in the DIP collateral
and all proceeds thereof.  The DIP Facility Liens granted will be
(x) valid, perfected and non-avoidable first priority liens on and
security interests in all assets and property of the Debtors, (y)
valid, perfected, enforceable and non-avoidable second priority or
other junior liens on and security interests in all now owned or
hereafter acquired assets and property of the Debtors that are
subject to valid, perfected, enforceable and non-avoidable liens
in existence on the Petition Date or to valid liens in existence
on the Petition Date that are perfected subsequent to the
commencement, and (z) valid, perfected, enforceable and non-
avoidable first priority senior priming liens on and security
interests in the prepetition collateral.

The US Borrower will pay the Lender: (i) an unused facility fee
equal to 1.0% per annum on the average unused daily balance of US
Revolving Credit Commitment, payable monthly in arrears (a) on the
first Business day of each calendar month commencing on May 1,
2011, and (b) on the Commitment Termination Date; (ii) on the
Closing Date, a one-time facility fee equal to 2.0% of the US
Revolving Credit Commitment, which will be added to the
outstanding principal amount of the US Revolving Credit Loan; and
(iii) a one-time exit fee equal to 2.0% of the principal amount of
US Revolving Credit Commitment in effect on the Closing Date,
which amount will be payable by the US Borrower in cash upon the
Commitment Termination Date.

The Canadian Borrower will pay the Lender (i) an unused facility
fee equal to 1.0% per annum on the average unused daily balance of
Canadian Revolving Credit Commitment, payable monthly in arrears
(a) on the first Business Day of each calendar month commencing on
May 1, 2011, and (b) on the Commitment Termination Date; (ii) on
the Closing Date, a one-time facility fee equal to 2.0% of the
Canadian Revolving Credit Commitment, which will be added to the
outstanding principal amount of the Canadian Revolving Credit
Loan; (iii) a one-time exit fee equal to 2.0% of the principal
amount of Canadian Revolving Credit Commitment in effect on the
Closing Date, which amount will be payable by the Canadian
Borrower in cash upon the Commitment Termination Date.

                      Cash Collateral Use

The Court also authorized, on an interim basis, the Debtor to use
cash collateral.

The DIP Facility effects a creeping roll-up of certain of the
Debtors' prepetition obligations.  The Debtors (excluding the
Canadian Borrower) are required to use all cash collateral and
other proceeds from any prepetition collateral to reduce the
prepetition obligations, and will apply all the collateral to
reduce the obligations on a permanent basis until repaid in full.

As of the Petition Date, the US Borrower was a borrower under that
certain Credit Agreement dated as of Sept. 25, 2003, by and
between the US Borrower, Harris N.A., as Issuing Lender and Agent,
and the financial institutions that were or became lenders
thereunder.  The Original Credit Agreement provided the US
Borrower with (i) a term loan in the maximum principal amount of
$50 million; and (ii) a revolving loan in the maximum principal
amount of $50 million, subject to borrowing base limitations, and
less the amount outstanding under any Letters of Credit and the
outstanding principal amount of any swing loans.  The aggregate
amount of the Prepetition Term Loan was subsequently increased in
July 2004 to $150 million so that approximately $45 million could
be paid to Bowe Systec on account of a preferred stock redemption.
The US Borrower's obligations under the Prepetition Facility are
secured by substantially all of its assets, with each of the other
Debtors (other than the Canadian Borrower) guarantying the US
Borrower's obligations thereunder.  As of the Petition Date, there
was an aggregate amount of at least $121 million outstanding under
the Prepetition Facility.

In exchange for the use of cash collateral, the Prepetition Agent,
on behalf of the Prepetition Secured Parties, will be granted:
(a) (i) a lien on the Prepetition Collateral and the DIP
Collateral of the US Borrower and the guarantors to secure the
parties' claim for repayment of the Prepetition Agreement Expenses
and (ii) a lien on the Prepetition Collateral and DIP Collateral
of the US Borrower and the Guarantors to the extent there is any
diminution in the value of the Prepetition Secured Parties'
interests in the Prepetition Collateral.  The Adequate Protection
Liens will be junior to the prepetition permitted liens, junior to
the DIP Facility Liens, junior to the carve-out, and senior to any
other liens, and will cover assets, interest and proceeds of the
Debtors that are or would be collateral under the Prepetition
Credit Documents, and all cash and cash equivalents, and all
assets, interests and proceeds of the Debtors that constitute DIP
Collateral; and (b) in each of the Debtors' Chapter 11 case (other
than the Canadian Borrower's Chapter 11 case) an allowed
administrative claim to the extent that the Adequate Protection
Liens don't adequately protect the diminution in the value of the
Prepetition Lenders' interests in the Prepetition Collateral from
the Petition Date, junior in priority to the DIP superpriority
claims and junior and subordinate to the carve-out.

As additional adequate protection, (i) the Prepetition Agent will
be entitled to, and the Debtors (other than the Canadian Borrower)
will timely pay, the ongoing payment of the Prepetition Agreement
Expenses, including the fees and expenses of legal counsel and
other professionals retained by the Prepetition Agent; and
(ii) except for the DIP Facility, the Adequate Protection Liens,
the Prepetition Permitted Liens and the DIP Facility Liens, the
Debtors will be prohibited from incurring additional indebtedness
with claim status and with priority over the Prepetition
Obligations or liens equal to or senior in priority to the liens
arising under the Prepetition Credit Documents.

The Prepetition Agent, for itself and for the Prepetition Lenders,
has consented to the Debtors' use of cash collateral.

                       Final Hearing

The Court has set a final hearing for May 12, 2011, at 9:30 a.m.
(EDT), on the Debtors' request to obtain DIP financing and use
cash collateral.

                   About BOWE BELL + HOWELL

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

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

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

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

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


BOWE BELL + HOWELL: Section 341(a) Meeting Scheduled for May 23
---------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Bowe
Systec, Inc., et al.'s creditors on May 23, 2011, at 10:00 a.m.
The meeting will be held at J. Caleb Boggs Federal Building, 5th
Floor, Room 5209, 844 King Street, Wilmington, Delaware.

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

                   About BOWE BELL + HOWELL

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

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

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

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

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


BOWE BELL + HOWELL: Has OK to Hire Garden City as Claims Agent
--------------------------------------------------------------
Bowe Systec, Inc., et al., obtained authorization from the Hon.
Peter J. Walsh of the U.S. Bankruptcy Court for the District of
Delaware to employ The Garden City Group, Inc., as notice, claims
and balloting agent.

As reported by the Troubled Company Reporter on April 25, 2011,
the Debtors sought authorization from the U.S. Bankruptcy Court
for the District of Delaware to employ GCG as notice, claims and
balloting agent.

GCG will, among other things:

     a. prepare and serve required notices in the Chapter 11
        cases;

     b. maintain copies of all proofs of claim and proofs of
        interest filed;

     c. provide access to the public for examination of copies of
        the proofs of claim or proofs of interest filed in these
        cases without charge during regular business hours; and

     d. provide balloting services in connection with the
        solicitation process for any Chapter 11 plan for which the
        Court has approved a disclosure statement.

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


        Administrative & Data Entry                 $45-$55
        Mailroom and Claims Control                   $55
        Customer Service Representatives              $57
        Project Administrators                      $70-$85
        Quality Assurance Staff                     $80-$125
        Project Supervisors                         $95-$110
        Systems & Technology Staff                 $100-$200
        Graphic Support for web site                 $125
        Project Managers                           $125-$175
        Directors, Sr. Consultants and Asst VP     $200-$295
        Vice President and above                     $295*

* Services provided by Vice President Jeff Stein in connection
with solicitation (including of public securities) and tabulation
will be at a rate of $310 per hour.

Under the Garden City Agreement, the Debtors paid GCG a retainer
of $50,000 to be applied immediately in satisfaction of the
Debtors' obligations under the Garden City Agreement, a copy of
which is available for free at:

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

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

                   About BOWE BELL + HOWELL

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

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

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

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

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


BOWE BELL + HOWELL: Taps McDermott Will as Special Counsel
----------------------------------------------------------
Bowe Systec, Inc., et al., ask for authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ McDermott
Will & Emery LLP as special counsel, nunc pro tunc to the Petition
Date.

The Debtors believe that it is in the best interests of their
estates and all parties in interest in this case that MWE's
engagement as special counsel include specialty areas of the law,
together with bankruptcy attorneys at MWE, to assist Richards,
Layton & Finger, P.A., the proposed general bankruptcy counsel for
the Debtors, in the administration of the Chapter 11 cases.

The Debtors say that given that these cases are complex, involving
a multi-level debt structure and businesses throughout the
United States and Canada, the Debtors respectfully submit that
they will require various counsel in order to effect their
reorganization proceedings with optimal efficiency.

MWE will work closely with RLF to ensure that the tasks discretely
related to the bankruptcy process are appropriately handled by
RLF.

MWE has represented the Debtors prior to the Petition Date in
connection with numerous areas and attendant legal issues,
including, but not limited to: (i) general corporate matters;
(ii) tax matters; (iii) intellectual property matters, including
patent and trademark issues; (iv) labor, employment and employee
benefits; (v) general litigation; (vi) financing matters;
(vii) antitrust matters; (viii) negotiation and drafting of the
Stalking Horse APA, ancillary agreements to the Stalking Horse APA
and other matters related thereto; and (ix) preparation and
processing of Hart-Scott-Rodino notices and related proceedings.

The Debtors believe MWE is ideally positioned to continue to
advise the Debtors during the course of their Chapter 11 cases.
Accordingly, the Debtors wish to retain MWE to provide assistance
during these proceedings, including assistance with addressing
operational issues within the context of their status as debtors
in possession.  The Debtors intend assistance to include advising
the Debtors with respect to any asset sales or other dispositions,
including to negotiate and draft any asset purchase agreements and
related sale documents.

MWE will charge these standard hourly rates for the duration of
this engagement:

         Partners            $465-$960
         Associates          $265-$495
         Paraprofessionals   $200-$260

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

                   About BOWE BELL + HOWELL

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

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

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

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

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


CAMPANA FAMILY: U.S. Trustee Unable to Form Creditors Committee
---------------------------------------------------------------
The U.S. Trustee for the District of Arizona notified the U.S.
Bankruptcy Court that he was unable to appoint an official
committee of unsecured creditors in the Chapter 11 case of La
Campana Family, LLC, because an insufficient number of persons
holding unsecured claims have expressed interest in serving on a
committee.

The U.S. Trustee relates that he reserves the right to appoint a
committee if interest develop among the creditors.

Scottsdale, Arizona-based Campana Family, LLC, is a real estate
developer in Arizona.   The Company owns a partially completed
first class gated community residential development in Kingman,
Mohave County, Arizona, consisting of 75 fully developed
properties, clubhouse, swimming pool, putting green and other
owner use facilities.  It also owns contiguous properties that are
master planned and platted for multi-family residential
development and mini-storage and commercial use.  The Company
filed for Chapter 11 bankruptcy protection  (Bankr. D. Ariz. Case
No. 11-00530) on Jan. 8, 2011.  The Hendrickson Law Firm, PLLC,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $11,077,036 in assets and $3,241,510 in liabilities as
of the Chapter 11 filing.


CAPITOL CITY BANCSHARES: Nichols Cauley Raises Going Concern Doubt
------------------------------------------------------------------
Capitol City Bancshares, Inc., filed on April 15, 2011, its annual
report on Form 10-K for the year ended Dec. 31, 2010.

Nichols, Cauley & Associates, LLC, in Atlanta, Georgia, expressed
substantial doubt about Capitol City Bancshares' ability to
continue as a going concern.  The independent auditors noted that
the Company the Company is operating under regulatory orders to,
among other items, increase capital and maintain certain levels of
minimum capital.  "As of Dec. 31, 2010, the Company was not in
compliance with these capital requirements.  In addition to its
deteriorating capital position, the Company has suffered
significant losses related to nonperforming assets, has
experienced declining levels of liquid assets, and has significant
maturities of liabilities within the next twelve months."

The Company reported net income of $37,030 on $8.1 million of net
interest income (before provision for loan losses) for 2010,
compared with a net loss of $10.6 million on $6.2 million of net
interest income (before provision for loan losses) for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$295.3 million in total assets, $286.1 million in total
liabilities, and stockholders' equity of $9.2 million.

A complete text of the consolidated financial report for 2010 is
available for free at http://is.gd/8AdsSU

A complete text of the Form 10-K is available for free at:

                       http://is.gd/QuAZcb

Atlanta, Ga.-based Capitol City Bancshares, Inc., was incorporated
under the laws of the State of Georgia on April 14, 1998, for the
purpose of serving as a bank holding company for Capitol City Bank
and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.
The Bank serves the residents of the City of Atlanta and Fulton,
DeKalb, Chatham, Richmond and Dougherty Counties.


CARIBBEAN CARRIER: Bankr. Ct. Won't Revisit Admin. Claim Ruling
---------------------------------------------------------------
Bankruptcy Judge Mildred Caban Flores denied separate motions by
Holland Group Port Investment, Inc., and Caribbean Carrier Holding
Panama, Inc., asking the Court to reconsider a prior order.

At the evidentiary hearing held on Jan. 21, 2011, the Court
determined that HGP was entitled to an administrative expense
under 11 U.S.C. Sec. 503(b)(1)(A) for the post-petition security
guard services provided by HGP up and until July 30, 2010.
Consequently, the Court approved the amount of $20,880 as an
administrative expense.  The Court also determined that HGP was
not entitled to distribution under 11 U.S.C. Sec. 506(c).

HGP filed a Motion for Reconsideration on Feb. 9, 2011, requesting
a modification of the ruling that the security guard services
incurred were, in fact, an administrative expense under Section
506(c) because these services are a form of "post-petition
maritime lien" as necessary services.

The Debtor opposed HGP's reconsideration on these grounds: "(1) in
view of [HGP's President's] testimony, [HGP's] claim should only
be allowed up to June 26, 201 for an amount of $7,377.00; (2) the
reconsideration should be denied for raising not one, but two new
legal arguments and/or remedies; (3) even if the arguments were
not new, HGP is incorrect in as much as its services do not create
a post-petition lien on the vessel; and (4) HGP did not properly
notify other lien holders of its request to be considered as a
secured lien holder."

The Court agreed.

The Debtor filed a separate Motion for Reconsideration under Fed.
R. Civ. P. 59 on Feb. 10, 2011.  The Debtor claims that the
security guard services should be allowed until June 26, 2010, the
date in which the crew of the M/V CARIBBEAN CARRIER was
transferred to the M/V CARIBBEAN EXPRESS, thus making unnecessary
the security guard services for the Debtor after June 26, 2010.

The Court said the Debtor is using its motion as a means of
rebutting the testimony produced by HGP's President, when the
correct procedure would have been to have raised this matter
immediately at the evidentiary hearing held on Jan. 21, 2011.

The case is In re: Caribbean Carrier Holding Panama, Inc. (Bankr.
D. P.R. Case No. 10-04642).  A copy of Judge Flores' March 30,
2011 Opinion and Order is available at http://is.gd/KCZT3dfrom
Leagle.com.


CARIBBEAN PETROLEUM: U.S., Insurer Object to Liquidation Plan
-------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that the U.S. and
Westchester Surplus Lines Insurance Co. objected Friday to
provisions in Caribbean Petroleum Corp.'s liquidation plan, saying
it would place unlawful filing requirements on the government and
improperly reassign a liability policy.  The objections could
throw a stumbling block in the path of CPC's Chapter 11 plan
approval, according to Law360.

As reported in the Troubled Company Reporter on April 1, 2011,
Caribbean Petroleum Corp. and its debtor-affiliates will present
its Chapter 11 plan of liquidation for confirmation at a hearing
on April 28, 2011, at 10:00 a.m., in Wilmington, Delaware.
Objections were due April 22, 2011.

Caribbean Petroleum scheduled the confirmation hearing after
receiving approval of the explanatory disclosure statement, which
was amended three times.

The Official Committee of Unsecured Creditors, and Banco Popular
de Puerto Rico were co-proponents of the Plan.

Under the liquidation plan, FirstBank, owing $12.2 million, will
recover 94% of its allowed claim, and BPPR, owing $146.8 million,
will get 19%.1 of its allowed claim.  Holders of unsecured claim,
owing between $150 million and $3.7 billion, will recover between
0.78% and 19.3%.

On the Plan's effective date, the Debtors will cause the
liquidation trust assets to be transferred to the liquidation
trust and, the liquidation trust will assume all obligations of
the Debtors under the Plan.

                       About Caribbean Petroleum

San Juan, Puerto Rico-based Caribbean Petroleum Corporation, aka
CAPECO, owns and operates certain facilities in Bayomon, Puerto
Rico for the import, offloading, storage and distribution of
petroleum products.  Caribbean Petroleum sought Chapter 11
protection (Bankr. D. Del. Case No. 10-12553) on Aug. 12, 2010,
nearly 10 months after a massive explosion at its major Puerto
Rican fuel storage depot virtually shut down the company's
operations.  The Debtor estimated assets of US$100 million to
US$500 million and debts of US$500 million to US$1 billion as of
the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on Aug. 12, 2010.

John J. Rapisardi, Esq., George A. Davis, Esq., and Zachary A.
Smith, Esq. at Cadwalader, Wickersham & Taft LLP serve as lead
counsel to the Debtors, and Mark D. Collins, Esq., and Jason M.
Madron, Esq., at Richards, Layton & Finger, P.A., serve as local
counsel.  The Debtors' financial advisor is FTI Consulting Inc.
The Debtors' chief restructuring officer is Kevin Lavin of FTI
Consulting Inc.  Kurtzman Carson Consultants LLC serves as the
noticing, claims and balloting agent.

In December 2010, the Debtor won bankruptcy court approval to sell
its business to Puma Energy International for US$82 million.  Puma
obtained Capeco's entire retail network which consists of 157
locations, gasoline, diesel and other fuel storage facilities as
well as undeveloped land and a private deep water jetty.


CATHOLIC CHURCH: Wilmington Amends Plan to Include Settlement
-------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., delivered to Judge
Christopher S. Sontchi of the United States Bankruptcy Court for
the District of Delaware its Amended Chapter 11 Plan of
Reorganization and Disclosure Statement on April 19, 2011.

This is the Diocese's fourth Plan submission.  The last Plan was
filed on January 10, 2011.  Bishop W. Francis Malooly signed the
Amended Plan and Disclosure Statement.

After months of mediation, the Diocese, its non-debtor Catholic
affiliates and survivors of childhood sexual abuse reached a $77.4
million global settlement in February 2011.  The Non-Debtor
Catholic Entities, several of whom are not involved in abuse
litigation, offered to contribute almost $62 million of their own
assets to a settlement trust for the benefit of Abuse Survivors.
The discussions have also led to an offer by the Diocese's
liability insurers and its related co-defendants to contribute
approximately $15.6 million to the Settlement Trust.

The Amended Plan contemplates the consummation of the global
settlement of abuse claims against the Diocese and the Non-Debtor
Catholic Entities memorialized in a certain Settlement Term Sheet
dated February 2, 2011.

However, in the event the global settlement is not approved by the
Court or otherwise cannot be consummated, the Amended Plan
contemplates the creation of a liquidating trust for the benefit
of all Creditors of the Diocese, to which substantially all Assets
of the Estate will be transferred, which trust will be responsible
for the liquidation of Assets and payment of Creditors in
accordance with the Bankruptcy Code and applicable nonbankruptcy
law.

The Disclosure Statement explains that the Non-Debtor Catholic
Entities offer to contribute to the Settlement Trust in hopes of
bringing this bankruptcy to a successful conclusion -- meaning a
solution that fairly compensates abuse survivors while
safeguarding the future of the Diocesan parishes and schools, and
making sure that the Reorganized Debtor is able to meet its
pension obligations to all employees and continue important
ministries.

                   Creditors Have 2 Choices

The Amended Plan offers two important choices for the Abuse
Survivors:

  (a) Settlement Plan: implement the $77.425-million global
      settlement of abuse claims against the Diocese and its
      related entities that was reached on February 2, 2011,
      between the Diocese and state-court counsel for
      substantially all of the survivor-claimants; and

  (b) CDOW-Only Plan: resolve only claims against the Diocese,
      by creating a plan trust for the benefit of all creditors,
      which would be funded only with assets of the Diocese, as
      determined by the judicial process.

Bishop Malooly says that both options would bring the Diocese out
of bankruptcy.  However, the Diocese views the CDOW-Only Plan as a
far inferior alternative for all stakeholders.

After set-asides for health insurance, workers compensation and
administrative expenses relating to the bankruptcy, the estimated
total of assets available for distribution under a CDOW-Only Plan
could be as little as $13.4 million, depending on the outcome of
the litigation regarding the Diocese's Pooled Investment Account
and other disputes.  The amount would then be apportioned among
all creditors, including Abuse Survivors and pension
beneficiaries.

Although the Diocese considers the Settlement Plan the far
superior alternative, Bishop Malooly says it will not be easy.  A
Settlement Plan will entail severe sacrifices in the Diocesan
family, he avers.  He explains that because Catholic Diocese
Foundation would shoulder the largest financial burden -- almost
$54 million -- a Settlement Plan would end the Foundation's
historic role as the primary underwriter of the building of
schools and churches, and the provider of financial support for a
myriad of other good works.  In addition, he says, property that
includes his home will be sold, ministries will be curtailed, and
some layoffs will be necessary.

Under both the Settlement Plan and the CDOW-Only Plan (i) steps
will be taken to shore up the financial security of the lay
employee pension plan, (ii) claims of the Diocese's other
creditors, principally Allied Irish Bank, will be addressed, and
(iii) there will be significant voluntary undertakings by the
Reorganized Debtor, and by the Bishop, to further promote healing
and reconciliation, and to reaffirm the commitment of the Diocese
to preventing sexual abuse.  These undertakings, which were the
product of close collaboration with the Official Committee of
Unsecured Creditors, are the most extensive ever offered in a
diocesan bankruptcy or settlement of clergy sex abuse claims,
Bishop Malooly says.

           Provisions Applicable to Settlement Plan

These provisions will apply in a Settlement Plan:

  (a) NDCE Settlement Contribution.  On or before the Settlement
      Funding Date, an aggregate Cash for $61,793,441 will be
      contributed to the Settlement Trust by or on behalf of the
      Non-Debtor Catholic Entities in consideration for, and
      conditioned upon:

      * treatment of the Non-Debtor Catholic Entities as
        Protected Parties under the Amended Plan;

      * treatment of the Survivor Claims of the Parish-Only
        Survivor Claimants as Class 3A Claims;

      * resolution of the PIA Litigation;

      * resolution of all potential disputes regarding
        Restricted PIA Funds; and

      * the Confirmation Order's provision for payment to
        Survivor John Vai from the Settlement Trust as set forth
        in the Amended Plan;

  (b) Insurer Settlement Contribution.  On or before the
      Settlement Funding Date, an aggregate Cash of $15,631,559
      will be contributed by the Settling Insurers to the
      Settlement Trust;

  (c) Assignment of Estate's Order/Perpetrator Indemnification
      Claims to Settlement Trust;

  (d) Assignment of Third-Party Indemnity Claims to Parish-Only
      Survivor Claimants;

  (e) Resolution of PIA Litigation;

  (f) Suspension of Duties of Fee Examiner;

  (g) Diocese's Waiver and Release of Estate Causes of Action
      Against Non-Debtor Catholic Entities and Settling
      Insurers;

  (h) Resolution of Disputes Regarding Restricted PIA Funds;

  (i) Additional Documentation; Non-Material Modifications.
      From and after the Effective Date, the Settlement Trustee,
      the Reorganized Debtor, and the Settling Parties will be
      authorized to enter into and implement all contracts and
      agreements necessary to effectuate the settlements
      contained in the Amended Plan without further Court order;
      and

  (j) Non-Settling Insurers Unaffected.  For the avoidance of
      doubt, the rights and obligations of Non-Settling Insurers
      will be unaffected by these provisions.

            Provisions Applicable to CDOW-Only Plan

If the Plan is confirmed as a CDOW-Only Plan, these provisions
will apply:

  (a) Resolution of PIA Investment Claims.  The Confirmation
      Order will provide that the PIA Investment Claims of the
      Non-Debtor Pooled Investors will be Allowed in the amounts
      with respect to each of the Disputed Non-Debtor PIA Funds,
      provided that to the extent any Disputed Non-Debtor PIA
      Funds are determined by a Final Order not to be
      Unrestricted Assets of the Estate, the PIA Investment
      Claims with respect to the Disputed Non-Debtor PIA Funds
      will be Disallowed;

  (b) Limitation on PIA Distribution Clawback Claims.  The
      Confirmation Order will provide that, notwithstanding
      anything to the contrary in any Interim PIA Withdrawal
      Order, the amount of any PIA Distribution Clawback Claim
      against a Non-Debtor Pooled Investor will be reduced by
      the value of any property transferred to the Diocese by or
      on behalf of the Non-Debtor Pooled Investor between the
      Petition Date and the Effective Date, except to the extent
      that the Non-Debtor Pooled Investor was under a Secular
      Legal Duty to transfer property to the Diocese; and

  (c) St. Ann Indemnity Claim.  The St. Ann Indemnity Claim will
      be liquidated and Allowed or Disallowed as if it were a
      Survivor Claim against the Diocese, and the Diocese will
      waive any defense to the Claim that is based upon Survivor
      John Dougherty's prior release of Claims against the
      Diocese.

        Forbearance from Prosecution of CDOW-Only Plan

The Diocese will not seek confirmation of the Amended Plan as a
CDOW-Only Plan until after it has sought confirmation of the
Amended Plan as a Settlement Plan.  If the Court does not confirm
the Amended Plan as a Settlement Plan, the Diocese will meet and
confer with the Creditors Committee and the Lay Employees
Committee to establish a schedule for litigation, if any, relating
to confirmation of the Amended Plan as a CDOW-Only Plan.  Pending
the occurrence of this meet-and-confer and the Court's order
regarding discovery and pleading deadlines related thereto, no
party-in-interest will be required to file any pleading or
initiate/continue any discovery related to confirmation of the
Amended Plan as a CDOW-Only Plan.

                        Protected Party

The Amended Plan defines a Protected Party as, if the Plan is
confirmed as a Settlement Plan, any of (i) the Diocese, the
Reorganized Debtor, the Non-Debtor Catholic Entities, and their
predecessors and successors, and their past, present and future
members, officers, representatives and affiliates, but excluding
only the Holy See, the Religious Orders, and the Perpetrators, and
(ii) the Settling Insurers and their predecessors and successors,
and their past, present and future officials, shareholders,
subsidiaries, affiliates, officers, employees and representatives,
provided that any successor of an entity identified in (i) and
(ii) will not constitute a "Protected Party" with respect to any
Claim that was not a Claim against the Diocese or a Non-Debtor
Catholic Entity as of the Effective Date.

                    Voluntary Undertakings

The Reorganized Debtor, the Bishop and the Non-Debtor Catholic
Entities will provide voluntary undertakings under both the
Settlement Plan and the CDOW-Only Plan.  The undertakings fall
into three categories:

  (1) Lay Pension Plan Reaffirmation Agreement.  Pursuant to
      Section 524(c) of the Bankruptcy Code, and subject to
      approval by the Court, the Reorganized Debtor will
      reaffirm its obligations under the Lay Pension Plan to the
      extent set forth in the Lay Pension Plan Reaffirmation
      Agreement to be filed by the Diocese as a Supplemental
      Plan Document;

  (2) Establishment of Charitable Trust for Survivors.  The
      Bishop will establish and manage a charitable trust fund
      to provide medical, psychological, educational, or other
      material assistance to Abuse Survivors and their families,
      as determined by the Bishop in his discretion.  This fund
      will be capitalized initially with the Bishop's
      Discretionary Fund, and thereafter will be funded with the
      proceeds of any gifts and donations to the Reorganized
      Debtor for the benefit of Abuse Survivors; and

  (3) Additional Non-Monetary Undertakings for the Protection of
      Children.  Complete lists of these undertakings are
      provided in different exhibits of the Amended Plan, for
      both the Settlement Plan and the CDOW-Only Plan.

The Non-Monetary Undertakings by the Reorganized Debtor, the
Bishop and the Non-Debtor Catholic Entities include these actions:

  -- For a period of not less than 10 years after the Amended
     Plan's effective date, the Diocese will post on the
     Diocesan Web site home page, http://www.cdow.org,or its
     successor, the names of all known diocesan clergy or lay
     employees regarding whom there are admitted, corroborated
     or otherwise substantiated allegations of sexual abuse.
     The Diocese and the Creditors Committee will agree on the
     list of names prior to the Effective Date;

  -- The Diocese will make available reasonable space in each
     issue of the Diocesan newspaper, The Dialog, or its
     successor, for one year after the Effective Date to allow
     any Allowed Tort Claimants, other than persons who elect
     Convenience Class Treatment, to tell his or her story of
     abuse, if s/he desires to publish the story;

  -- The Diocese will institute a policy requiring that the
     Bishop, all Ecclesiastical Officers, Department Heads and
     official spokespersons not refer either verbally or in
     print to sexual abuse claimants as "alleged" claimants,
     "alleged" victims or "alleged" survivors and will require
     the same to refer to claimants as "survivors of clergy
     sexual abuse" or "survivors of sexual abuse perpetrated by
     lay employees";

  -- Annually, the Bishop, all Ecclesiastical Officers and
     Department Heads will certify and affirm in writing, that
     they have no undisclosed knowledge of priests or lay
     employees regarding whom there are admitted, corroborated
     or otherwise substantiated allegations of sexual abuse of
     minors after the Effective Date;

  -- The Diocese will prominently display a plaque in each
     Diocesan or parish school stating:

     "The abuse of the spiritual, emotional, physical and moral
      well-being of the children and young men and women of
      [name of school] shall not be tolerated";

  -- The Diocese's seminarians will be required to hear directly
     from survivor-advocates and third-party child protection
     professionals mutually acceptable to the Diocese and the
     Child Protection Consultant about the devastating impact of
     childhood sexual abuse on the lives of survivors and the
     critical importance of the seminarians' responsibility to
     report any suspicions or knowledge of abuse to the proper
     civil authorities;

  -- As of the Effective Date, the Diocese will retain a
     third-party expert in the field of child protection -- the
     Child Protection Consultant -- that is mutually acceptable
     to the Diocese and the Creditors Committee;

  -- Within 30 days of the Effective Date, the Bishop in his
     official and personal capacity will issue a written
     statement of gratitude for the Abuse Survivors, who have
     the courage to speak about the sexual abuse they suffered
     as minors;

  -- To promote healing and reconciliation, and to continue its
     efforts to prevent sexual abuse from occurring in the
     future, the Reorganized Debtor will establish and maintain
     a hard-copy depository of Abuse-Related Documents at a
     location selected by the Reorganized Debtor, in
     consultation with the Creditors Committee, and identified
     in a Supplemental Plan Document;

  -- The Reorganized Debtor will continue to comply in all
     respects with the Charter for the Protection of Children
     and Young People adopted by the U.S. Conference of Catholic
     Bishops in 2002, and the For the Sake of God's Children
     program adopted by the Diocese in 2003;

  -- The Bishop will continue the current policy of releasing
     Abuse Survivors from any confidentiality provisions in
     settlement agreements that they may have signed as a
     condition to those settlements in the past, and will
     continue the current policy of forbidding confidentiality
     provisions in any settlement agreement related to sexual
     abuse, except at the written request of the Abuse Survivor;

  -- The Bishop will continue the current policy requiring the
     development, publication, and implementation of a child
     abuse prevention curriculum for all Diocesan and Parish
     schools; and

  -- The Reorganized Debtor will publish on the Diocesan Web
     site home page, as a stand-alone document, the Non-Monetary
     Undertakings for a period of one year after the Effective
     Date.

Clean and blacklined copies of the Amended Plan and Disclosure
Statement, as well as their exhibits, are available for free at:

  * http://bankrupt.com/misc/Church_W_4thAmdDS_041911.pdf
  * http://bankrupt.com/misc/Church_W_4thAmdDS_Exh_041911.pdf
  * http://bankrupt.com/misc/Church_W_4thAmdPlan_041911.pdf
  * http://bankrupt.com/misc/Church_W_4thAmdPlan_Exh_041911.pdf
  * http://bankrupt.com/misc/Church_W_Blacklined_DS_041911.pdf
  * http://bankrupt.com/misc/Church_W_Blacklined_Plan_041911.pdf

                        Treatment of Claims

The Catholic Diocese of Wilmington, Inc.'s Amended Chapter 11 Plan
of Reorganization provides for these classification and treatment
of claims:

Class     Description       Treatment of Allowed Claims
-----     -----------       ---------------------------
N/A       Administrative    Paid in Cash equal to the Allowed
          Claims            amount of the Claim

N/A       Priority Tax      Paid in Cash equal to the Allowed
          Claims, if any    Amount of the Claim

1        Secured Claims    Legal, equitable, and contractual
                            rights to which the Claim entitles
                            its holder will be reinstated in
                            full on the Effective Date.

2        Priority Claims   Paid in Cash equal to the Allowed
                            amount of the Claim, which will not
                            include any interest, penalty or
                            premium.

3A        Survivor Claims   Settlement Plan: Claimants will
                            receive a distribution from the
                            Settlement Trust in accordance with
                            Settlement Trust Distribution
                            Procedures to be proposed by the
                            Official Committee of Unsecured
                            Creditors, subject to approval by
                            the Court.

                            Allowed Amount: $77,425,000
                            % Recovery: 100%

                            CDOW-Only Plan: Claimants will
                            receive a Pro Rata distribution from
                            the Plan Trust, to be funded solely
                            by CDOW Assets.  Abuse Survivors
                            will elect between convenience
                            treatment, arbitration, or
                            litigation of their Claims

                            Allowed Amount: $107,596,000 (High)
                            % Recovery: 42.5% - 60.8%

3B        Lay Pension       Settlement Plan: The Lay Pension
          Claims            Plan Trust will receive (i) the Lay
                            Pension Fund valued at $4,892,601 as
                            of 02/28/11, and (ii) distribution
                            of $5 million for the benefit of lay
                            pensioners.

                            Allowed Amount: $47,190,000
                            % Recovery on Effective Date: 21%
                            % Recovery over time: 100%

                            CDOW-Only Plan: The Lay Pension Plan
                            Trust will receive a Pro Rata
                            distribution from the Plan Trust on
                            account of the Lay Pension Claims,
                            for the benefit of lay pensioners.

                            Allowed Amount: $47,190,000
                            % Recovery: 42.5% - 60.8%

3C        DEDA Bond         Claimants will receive either (i) a
          Transaction       promissory note from the Reorganized
          Claims            Debtor, or (ii) Pro Rata
                            distribution from the Capital
                            Campaign Fund, a Restricted Asset.
                            However, if the Plan is confirmed as
                            CDOW-Only Plan and the Capital
                            Campaign Fund is determined to be an
                            Unrestricted Asset of the Estate,
                            claimants will receive a Pro Rata
                            distribution from the Plan Trust.

                            Under Settlement Plan:
                            Allowed Amount: $11,408,000
                            % Recovery: 77.8%

                            Under CDOW-Only Plan:
                            Allowed Amount: $11,408,000
                            % Recovery: N/A, Paid by Reorganized
                                             Debtor and from
                                             Restricted Assets

3D        Clergy Pension    The legal, equitable, and
          Claims            contractual rights to which the
                            Claim entitles its holder will be
                            reinstated in full on the Effective
                            Date.  However, if the Plan is
                            confirmed as CDOW-Only Plan and the
                            Clergy Pension Fund is determined to
                            be an Unrestricted Asset of the
                            Estate, claimants will receive a Pro
                            Rata distribution from the Plan
                            Trust.

                            Under Settlement Plan:
                            Allowed Amount: $13,107,000
                            % Recovery on Effective Date: N/A
                            % Recovery over time: 100%

                            Under CDOW-Only Plan:
                            Allowed Amount: $13,107,000
                            % Recovery: N/A, Paid by Reorganized
                                             Debtor and from
                                             Restricted Assets

3E        Gift Annuity      Legal, equitable, and contractual
          Claims            rights to which the Claim entitles
                            its holder will be reinstated in
                            full on the Effective Date.
                            However, if Plan is confirmed as
                            CDOW-Only Plan and the Gift Annuity
                            Funds are determined to be
                            Unrestricted Assets of the Estate,
                            claimants will receive a Pro Rata
                            distribution from the Plan Trust.

                            Under Settlement Plan:
                            Allowed Amount: $106,000
                            % Recovery on Effective Date: N/A
                            % Recovery over time: 100%

                            Under CDOW-Only Plan:
                            Allowed Amount: $106,000
                            % Recovery: N/A, Paid by Reorganized
                                             Debtor and from
                                             Restricted Assets

3F        Other Unsecured   Settlement Plan: Legal, equitable,
          Claims            and contractual rights to which
                            the Claim entitles its holder will
                            be reinstated in full on the
                            Effective Date.

                            Allowed Amount: $300,000
                            % Recovery on Effective Date: N/A
                            % Recovery over time: 100%

                            CDOW-Only Plan: Claimants will
                            receive a Pro Rata distribution from
                            the Plan Trust.

                            Allowed Amount: $86,273,000
                            % Recovery: 42.5% - 60.8%

4        Penalty Claims    Will not retain or receive any
                            property on account of the Claims.

                            For both Plans:
                            Allowed Amount: Unknown
                            % Recovery: 0%

Under the Amended Plan, the Claims in Class 1 Secured Claims and
Class 2 Priority Claims are unimpaired and conclusively presumed
to have accepted the Plan.  Holders of Claims in Class 3A Survivor
Claims, Class 3B Lay Pension Claims and Class 3C DEDA Bond
Transaction Claims are impaired and are entitled to vote to accept
or reject the Plan.

Holders of Claims in Class 3D Clergy Pension Claims, Class 3E Gift
Annuity Claims and Class 3F Other Unsecured Claims are potentially
impaired and are entitled to vote to accept or reject the Plan.
Holders of Claims in Class 4 Penalty Claims are impaired, but are
not expected to retain or receive any property under the Plan and,
accordingly, are conclusively presumed to have rejected the Plan.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D.
Del. Case No. 09-13560).  Attorneys at Young Conaway Stargatt
& Taylor, LLP, serve as counsel to the Diocese.  The Ramaekers
Group, LLC, is the financial advisor.  The petition says assets
range $50 million to $100 million while debts are between
$100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

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


CATHOLIC CHURCH: Wilmington Plan Has Unresolved Issues, VAI Says
----------------------------------------------------------------
In a letter addressed to Judge Christopher S. Sontchi of the U.S.
Bankruptcy Court for the District of Delaware, counsel for Abuse
Survivors, John Vai and Joseph Curry, informed the Court that
there are two material issues in the Amended Plan of
Reorganization of the Catholic Diocese of Wilmington, Inc., which
are unresolved and which they hope are subject to continuing
negotiations.

Thomas S. Neuberger, Esq., at The Neuberger Firm, P.A., and Thomas
C. Crumplar, Esq., at Jacobs & Crumplar, P.A., both in Wilmington,
Delaware, said that the matters of Mr. Vai's $3 million judgment
and Mr. Curry's $1.7 million judgment against the Diocese are not
resolved.  Both counsel represent many of the Abuse Survivors
filing claims against the Diocese.

"For over two months now we believe the [Diocese] has dragged its
feet on these matters, consequently what we believe will be in its
Plan is unacceptable," the counsel said in their letter.  "And so,
we believe that because of these confirmation issues there is a
substantial risk that the Plan will be voted down by these clients
and all the efforts to resolve the bankruptcy will have failed,"
they added.

Filing the Amended Plan with these issues unresolved also can
result in the counsel losing control of other needed votes for
approval of that plan, the counsel contends.  They suggest that it
would be better for the matter first to be resolved and the Plan
filed on April 22, 2011.  But, they assert, they do not know if
that delay is possible.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D.
Del. Case No. 09-13560).  Attorneys at Young Conaway Stargatt
& Taylor, LLP, serve as counsel to the Diocese.  The Ramaekers
Group, LLC, is the financial advisor.  The petition says assets
range $50 million to $100 million while debts are between
$100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

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


CATHOLIC CHURCH: Milwaukee Committee Proposes Berkeley as Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of the Archdiocese of Milwaukee seeks authority from the
United States Bankruptcy Court for the Eastern District of
Wisconsin to retain Berkeley Research Group, LLC, as its financial
advisor, nunc pro tunc to March 3, 2011.

As financial advisor, BRG will, among other things:

  -- assist the Creditors Committee in the review of the
     Archdiocese's financial related disclosures;

  -- analyze the Archdiocese's accounting reports and financial
     statements;

  -- provide forensic accounting and investigations with respect
     to transfers of the Archdiocese's assets; and

  -- assist the Creditors Committee in evaluating the
     Archdiocese's ownership interests of property alleged to be
     held in trust for third parties.

BRG will be paid based on its hourly rates, and will be reimbursed
of its actual, necessary expenses.  BRG's 2011 hourly billing
rates are:

  Principals/Directors                    $490 - $650
  Senior Managing Consultants             $350 - $370
  Consultants/Managing Consultants        $315 - $330
  Associates/Senior Associates            $215 - $235
  Paraprofessionals                        $88 - $165

Marvin A. Tenenbaum, vice president and general counsel of BRG,
assures the Court that BRG is a "disinterested person," as that
term is defined in Section 101(14) of the Bankruptcy Code.

              About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on November 28, 1843, and
was elevated to an Archdiocese on February 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

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

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


CATHOLIC CHURCH: Conference on Spokane Post-Conf. Issues Today
--------------------------------------------------------------
Honorable Michael R. Hogan of the U.S. District Court of Oregon,
who was appointed to mediate on the Diocese of Spokane's post-
confirmation matters, will convene a preliminary settlement
conference on April 26, 2011, at 9:00 a.m.

Judge Hogan required these parties and their counsel to attend the
hearing:

  * ACE U.S.A./AETNA;
  * David Humphreys of ACE-USA Liability Claims;
  * CNA Insurance (American Casualty Company);
  * Indiana Insurance;
  * David Chavez, chief examiner of Agency Markets;
  * Dennis Smith of Wilson Smith Cochran Dickerson;
  * Oregon Auto Ins. Co.;
  * Safeco Insurance/General Insurance;
  * Warren George of Bingham McCutchen; and
  * Mary R. DeYoung of Soha & Lang, P.S.

As previously reported, Judge Patricia C. Williams of the United
States Bankruptcy Court for the Eastern District of Washington,
appointed Judge Hogan to mediate on the Diocese's post-
confirmation matters, including issues relating to payments of
claims, plan interpretations, contempt order, and the
replenishment of funds for paying claims.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CENTRAL ENERGY: Files Form 10-K; Warns of Possible Bankruptcy
-------------------------------------------------------------
Central Energy Partners LP filed on April 15, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Burton McCumber & Cortez, L.L.P., in Brownsville, Texas, expressed
substantial doubt about Central Energy Partners' ability to
continue as a going concern.  The independent auditors noted that
the Company had a loss from operations for the years ended
Dec. 31, 2008, 2009, and 2010, and has a deficit in working
capital.  "The RZB Note and the IRS Installment Debt totaled
approximately $3,674,000 at Dec. 31, 2010, all of which is
classified as current liabilities.  The RZB Note is collateralized
by all Regional Enterprises, Inc. assets and a pledge of the
common stock of Regional to RZB by the Company.  In addition, the
Company is contingently liable for late filing penalties for
failure to timely file tax returns for the 2008 and 2009 tax years
and for contingencies associated with the TransMontaigne
transaction."

The Company reported net income of $1.1 million on $6.3 million of
revenues for 2010, compared with a net loss of $10.0 million on
$6.9 million of revenues for 2009.  Central recorded a gain of
$2,308,000 from the settlement of certain existing obligations
which is included in other income in the accompanying statement of
operations for the year ended Dec. 31, 2010.

At Dec. 31, 2010, the Company's balance sheet showed $10.5 million
in total assets, $8.2 million in total liabilities, and partners'
capital of $2.3 million.

                        Bankruptcy Warning

Substantially all of the Company's assets are pledged or committed
to be pledged as collateral on the RZB Note, and therefore, the
Company may be unable to obtain additional financing
collateralized by those assets.  While the Company believes that
it has sufficient working capital for 2011 operations as a result
of the sale of Common Units in November 2010 to Central Energy,
LP, should it need additional capital in excess of cash generated
from operations to pay the RZB Note if demand is made for payment,
for payment of the contingent liabilities, for expansion, capital
improvements to existing assets or otherwise, its ability to raise
capital would be hindered by the existing pledge.

In addition, the Company has obligations under existing
registrations rights agreements, and the Company granted piggyback
registration rights to TCW Energy X Blocker, L.L.C., a subsidiary
of TCW Asset Management Company.  The Partnership Agreement
provides the General Partner with the authority to enter into
registration rights agreements where it deems such an agreement to
be appropriate.  It is anticipated that the Partnership will enter
into such an agreement with the limited partners of Central
Energy, LP, once it has distributed to such limited partners the
12,724,019 Common Units it acquired from the Company on Nov. 17,
2010.

These rights may be a deterrent to any future equity financings.
If additional amounts cannot be raised and cash flow is
inadequate, the Company would be required to seek other
alternatives which could include the sale of assets, closure of
operations and/or protection under the U.S. bankruptcy laws, the
Company said in its annual report.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/BGEmB1

Dallas, Tex.-based Central Energy Partners, L.P., formerly known
as Rio Vista Energy Partners L.P. (OTC: ENGY) is a master limited
partnership engaged in the storage and transportation of oil and
gas, refined petroleum products and petrochemicals.  The Company
currently provides liquid bulk storage, trans-loading and
transportation services for petrochemicals and petroleum products
through its assets and operations in Hopewell, Virginia and
Johnson City, Tennessee.


CHINA CGAME: Samuel H. Wong Raises Going Concern Doubt
------------------------------------------------------
China CGame, Inc., filed on April 15, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Samuel H. Wong & Co., LLP, in San Mateo, Calif., expressed
substantial doubt about China CGame's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred a net loss of $23.2 million in the current year.  "As of
Dec. 31, 2010, the Company has an accumulated deficit of
$11.2 million due to the fact that the Company continued to incur
losses over the past few years.  The Company also has difficulty
to maintain sufficient working capital for operation activities."

The Company reported a net loss of $23.2 million on $27.6 million
of revenues for 2010, compared with a net loss of $6.8 million on
$117.2 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$145.4 million in total assets, $109.0 million in total
liabilities, and stockholders' equity of $36.4 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/LBQndZ

Changzhou, China-based China CGame, Inc. (Nasdaq: CCGM) is a self-
developer of online games and provider of high-end building
envelope architectural systems.


CHINA FRUITS: Lake & Associates Raises Going Concern Doubt
----------------------------------------------------------
China Fruits Corporation filed on April 15, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Lake & Associates CPA's LLC expressed substantial doubt about
China Fruits' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered
accumulated deficit and negative cash flow from operations.

The Company reported a net loss of $347,241 on $1.8 million of
revenue for 2010, compared with a net loss of $246,361 on
$1.9 million of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $4.7 million
in total assets, $2.5 million in total liabilities, and
stockholders' equity of $2.2 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/GdIVe0

Based in Jiang Xi Province, China, China Fruits Corporation wsa
incorporated in the State of Delaware on Jan. 6, 1993, as Vaxcel,
Inc.  The Company is engaged in the manufacturing, trading and
distributing of fresh tangerine and other fresh fruits in the PRC.


CHINA SHEN ZHOU: Receives a Going Concern Qualification
-------------------------------------------------------
China Shen Zhou Mining & Resources, Inc., said that its audited
financial statements in the Company's Form 10-K for the fiscal
year ended Dec. 31, 2010 filed on March 29, 2011, received a going
concern qualification from Sherb & Co. LLC, the Company's
independent registered public accounting firm.

This announcement is required by NYSE Amex's rules and does not
represent any change or amendment to the Company's financial
statements or to its Form 10-K for the fiscal year ended Dec. 31,
2010.

Subsequent to the 2010 year end, on Jan. 24, 2011, the Company
announced the completion of a registered direct offering to
several institutional investors for approximately $20 million of
common stock.  Institutional investors were issued approximately
2.8 million common shares together with warrants to purchase up to
851,066 shares of common stock which, if fully exercised for cash,
would provide an additional $7.2 million in gross proceeds to the
Company.   China Shen Zhou believes working capital raised in
January 2011 is sufficient to maintain operations throughout 2011.
Further, the Company reported in an 8-K filing in April 2011 that
it entered into an equity transfer agreement for its 60% equity
ownership interest in Wulatehouqi Qingshan Nonferrous Metal
Development Co., Ltd., a company with an inactive mine, for a
price of RMB8.5 million.  Upon completion, this equity transfer
agreement will partially offset the Company's debts owed to the
purchaser, and reduce the Company's liabilities.

                   About China Shen Zhou Mining

China Shen Zhou Mining & Resources, Inc., --
http://www.chinaszmg.com/-- through its subsidiaries, is engaged
in the exploration, development, mining, and processing of
fluorite and nonferrous metals such as zinc, lead and copper in
China.  The Company has the following principal areas of interest
in China: (a) fluorite extraction and processing in the
Sumochaganaobao region of Inner Mongolia; (b) zinc/copper/lead
exploration, mining and processing in Wulatehouqi of Inner
Mongolia; and (c) zinc/copper exploration, mining and processing
in Xinjiang.


CINTEL CORP: Kim & Lee Raises Going Concern Doubt
-------------------------------------------------
Cintel Corp. filed on April 15, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

Kim & Lee Corporation, in Los Angeles, California, expressed
substantial doubt about Cintel's ability to continue as a going
concern.  The independent auditors noted that the Company incurred
a net loss of $2.3 million during the year ended Dec. 31, 2010,
and, as of that date, had a working capital deficiency of
$12.8 million, and a stockholders' deficit.

The Company reported a net loss of $2.3 million on $0 revenue for
2010, compared with a net loss of $14.8 million on $0 revenue for
2009.

At Dec. 31, 2010, the Company's balance sheet showed $13.8 million
in total assets, $37.0 million in total liabilities, and a
stockholders' deficit of $23.2 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/6Iku3A

Henderson, Nev.-based Cintel Corp. has no current operations.
Until Dec. 31, 2009, the Company's operations were conducted
through its subsidiaries, Phoenix Digital Tech ("PDT"), Phoenix
Semiconductor Telecommunication Suzhou ("PSTS"), and Bluecomm and
its indirect subsidiary BKLCD.  Upon transfer of the shares of its
operating subsidiaries, the company has no current operations.
The Company maintains a 19% interest in PSTS and 2.1% interest in
PDT.

The Company's principal business objective for the next 12 months
and beyond that time will be to achieve long-term growth potential
through a combination with a business rather than immediate,
short-term earnings.


CITY CROSSING: Sued by CML-NV Over $18 Mil. Deficiency on Loan
--------------------------------------------------------------
John G. Edwards at the Las Vegas Review-Journal reports that CML-
NV ONE, a Florida company with ties to Lennar Corp. and the
Federal Deposit Insurance Corp., is suing developer William Plise
and City Crossing 3 for a $18 million deficiency on a loan that
failed Silver State Bank made in 2007.

CML-NV ONE filed a lawsuit in federal court over the deficiency.
The second limited liability company has two members, an entity
controlled by Jeffrey Krasnoff of Florida and a company controlled
by Lennar Corp.

City Crossing filed for Chapter 11 bankruptcy but the case was
dismissed in November of 2008 because all of the assets were
encumbered and there was no possibility of recovering money
through restructuring, the Las Vegas Review-Journal quotes Lenard
Schwartzer, an attorney for the City Crossing.

Las Vegas, Nevada-based City Crossing 1, LLC, is the developer of
the City Crossing -- a planned 126-acre, 6-million-sf mixed-use
development in Henderson, Nevada.  The company filed for Chapter
11 relief on June 2, 2008 (Bankr. D. Nev. Case No. 08-15780).
Jeanette E. McPherson, Esq., and Lenard E. Schwartzer, Esq., at
Schwartzer & McPherson Law Firm, Melanie Scott, Esq., and Roberto
J. Kampfner, Esq., at White & Case LLP, represent the Debtor as
counsel.  In its schedules, the Debtor disclosed total assets of
$242,025,172, and total debts of $194,201,534.


COMMERCIAL CAPITAL: Denis Rose Resigns from Creditors Committee
---------------------------------------------------------------
Charles F. McVay, U.S. Trustee for the District of Colorado
amended the appointment of the Official Committee of Unsecured
Creditors in the Chapter 11 case of Commercial Capital, Inc., to
reflect the resignation of Denis Rose.

The Creditors Committee now consists of:

      1. Stephen J. Gillette
         Hunter Wise Financial Group, LLC
         6506 S. Killarney Ct.
         Aurora, CO 80016
         Tel: (303) 400-6140
         Fax: (303) 627-0955

      2. Karl Koch
         17200 West Colfax LLC
         P.O. Box 9550
         Breckenridge, CO 80424
         Tel: (303) 332-5382
         Fax: (303) 246-4881

      3. Duane A. Duffy
         4550 Tule Lake Drive
         Littleton, CO 80123
         Tel: (303) 795-7455
         Fax: (303) 795-7040

      4. Michael E. Haws
         14385 Braun Rd.
         Golden, CO 80401
         Tel: (303) 216-1599
         Fax: (303) 974-1799

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 Commercial Capital

Greenwood Village, Colorado-based Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- and its affiliate, CCI
Funding I, LLC, are commercial real estate lenders and investment
partners engaging in short-term commercial mortgage.  Commercial
Capital and CCI Funding filed separate petitions for Chapter 11 on
April 22, 2009, and April 24, 2009, respectively (Bankr. D. Colo.
Lead Case No. 09-17238).

Robert Padjen, Esq., at Laufer and Padjen LLC, represents the
Debtors.    Markus Williams Young & Zimmerman LLC represents the
Chapter 11 trustee appointed in the Chapter 11 cases.

Commercial Capital estimated assets at $100 million to
$500 million and debts at $50 million to $100 million.  CCI
Funding estimated assets and debts at $100 million to
$500 million.


CONTESSA PREMIUM: Obtains Final Approval to Use Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
issued a final order on April 14, 2011, authorizing Contessa
Premium Foods, Inc.'s use of cash collateral.

Prior to the Court's entry of its final order, interim cash
collateral hearings were held on Jan. 31, March 9, and March 30,
2011.  The final cash collateral hearing took place on April 13.

The Debtor is authorized to use cash collateral in accordance with
a Cash Collateral Budget, a copy of which is available for free at

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

As of the Petition Date, the Debtor owes Wells Fargo Bank,
National Association, $17,050,000, secured by the Debtor's
property, including cash generated by the property.

Judge Peter Carroll held that (i) unless specifically authorized
in writing by secured lender Wells Fargo Bank and the Committee of
Creditors, no Cash Collateral may be paid or transferred to any
non-debtor affiliate of the Debtor and (ii) for any week in the
Cash Collateral Budget, the amounts for each line item may vary so
long as, unless otherwise waived in writing by the Secured Lender
and the Committee, the actual expenditures paid in connection with
the Cash Collateral Budget beginning the week of April 8, 2011, do
not exceed 110% of the aggregate projected expenditures set forth
therein, measured on a rolling four-week basis.

In exchange for using the Cash Collateral, Wells Fargo is granted
a valid, perfected and enforceable security interest in and upon
all of the assets of the Debtor in which in which it had a
security interest prior to the Petition Date and created after the
Petition Date.  Wells Fargo is also granted an administrative
claim to the extent of any diminution in the value of the
collateral, which will have priority in the Debtor's bankruptcy
case.  As additional adequate protection, the Debtor will pay
Wells Fargo cash payments of interest at the rate in effect as of
the Petition Date and at the times required under the Debtor's
prepetition credit agreement with Wells Fargo; and its
professional fees and expenses.

The Debtor will pay to Dedeaux Properties, LLC, with respect to
real property taxes currently due on real property leased to the
Debtor by Dedeaux or that will become due under a Standard
Industrial/Commercial Single-Tenant Lease - Net dated as of August
1, 2005, between the parties: (i) Taxes aggregating $49,689 in
respect of taxes attributable to the period of
January 26, 2011, to April 30, 2011, plus, (ii) beginning on
May 1, 2011, and on the first business day of each month
thereafter, Taxes for $15,668.50, each as reflected in the Budget.

In consideration for the use of equipment in which GE Capital
Public Finance, Inc., asserts an interest, secured or otherwise,
arising under the IDB financing and as adequate protection for any
diminution in value of GEPF's asserted interests, secured or
otherwise, in the IDB Equipment from and after the Petition Date,
the Debtor will pay to GEPF, commencing as of the Petition Date,
$40,000 per month.

In addition, pending further order of the Court, the Debtor will
pay all monthly rent due under a Master Lease Agreement dated as
of October 25, 2007, as amended, and related equipment schedules
between General Electric Corporation and the Debtor.

The Debtor's use of Cash Collateral will terminate after the
earliest to occur of (i) the effective date of any plan of
reorganization of the Debtor, (ii) July 15, 2011, (iii) the
closing date of a sale of all or substantially all of the
Collateral securing the claims and obligations of the Secured
Lender, and (iv) the date upon which any termination event, which
includes the Debtor's failure to comply with any of the terms or
provisions of the Final Cash Collateral, occurs.

Dedeaux Properties is represented by:

   John J. Duffy, Esq.
   Bertrand Pan (SBN 233472)
   DLA PIPER LLC
   550 South Hope Street, Suite  2300
   Los Angeles, CA 90071
   Tel: (213) 330-7725
   E-mail: john.duffy@dlapiper.com
           bertrand.pan@dlapiper.com

        - and -

   George B. South III
   DLA PIPER LLP (US)
   1251 Avenue of the Americas
   New York, New York 10020-1104
   Tel: (212) 335-4540
   E-mail: george.south@dlapiper.com

                  About Contessa Premium Foods

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

Contessa Premium filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-13454) on Jan. 26, 2011.  Craig A.
Wolfe, Esq., at Kelley Drye & Warren LLP, and Jeffrey W. Dulberg,
Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl &
Jones LLP, serve as the Debtor's bankruptcy counsel.  Scouler &
Company, LLC, serves as financial advisors.  The Debtor scheduled
$49,370,438 in total assets and $35,305,907 in total liabilities.

Secured lender Wells Fargo Bank, N.A. is represented by:

        John Francis Hilson, Esq.
        Connie L. Chilton, Esq.
        Cynthia Cohen, Esq.
        PAUL HASTINGS JANOFSKY & WALKER
        515 South Flower St., 25th Floor
        Los Angeles, CA 90071
        Tel: (213) 683-6300
        Fax: (213) 996-3300
        E-mail: johnhilson@paulhastings.com
                conniechilton@paulhastings.com
                cynthiacohen@paulhastings.com

Secured lender General Electric Capital Corp. is represented by:

        Harvey S. Schochet, Esq.
        Peter L. Isola, Esq.
        DAVIS WRIGHT TREMAINE LLP
        505 Montgomery Street, Suite 800
        San Francisco, CA 94111
        Tel: 415-276-6507
        Fax: 415-276-6599
        E-mail: harveyschochet@dwt.com
                peterisola@dwt.com


CROATAN SURF: Court Considers Further Cash Collateral Use Today
---------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the the U.S. Bankruptcy
Court for the Eastern District of North Carolina will convene a
hearing today, April 26, 2011, at 1:00 p.m., to consider Croatan
Surf Club, LLC's further access to cash collateral.

The Debtor entered, on Dec. 20, 2007, into a lending arrangement
with Royal Bank America for the development construction.  The
amount owing to RBA is approximately $19 million.  Pursuant to the
loan documents, RBA arguably retains a security interest in all
the Debtor's accounts, inventory, equipment and general
intangibles.

The Debtor would use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties, until the confirmation of
the Debtor's plan.  The Debtor hopes to have a plan confirmed no
later than the second quarter of 2011.

The Debtor will maintain a debtor-in-possession bank account into
which it will deposit all cash, checks and other cash items.

The Debtor represented that a reorganization and continuation of
its operations will generate the greatest source of funds for
creditors, including secured creditors.

At the hearing, the Court will also consider the Debtor's request
to employ Kevin J. Conner of Conner & Associates as Certified
Public Accountant.

                   About Croatan Surf Club, LLC

Kill Devil Hills, North Carolina-based Croatan Surf Club, LLC,
owns 35 condominiums in Dare County, North Carolina.  It filed for
Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 11-
00194) on Jan. 10, 2011.  Walter L. Hinson, Esq., at Hinson &
Rhyne, P.A., serves as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed $26,151,718 in total assets and
$19,350,000 in total debts.


CROSSROADS FORD: Failure of First Plan Won't Prompt Case Dismissal
------------------------------------------------------------------
A Chapter 11 small business debtor case is not required to be
dismissed simply because the first plan filed by that debtor was
not confirmed within 45 days of its filing.  Bankruptcy Judge
Timothy J. Mahoney denied the request of U.S. Trustee Patricia
Fahey to dismiss the Chapter 11 case of Crossroads Ford, Inc.

A copy of the Court's March 29, 2011 Order is available at
http://is.gd/5fbRzhfrom Leagle.com.

                       About Crossroads Ford

Crossroads Ford Inc. -- http://www.crossroadsford.com/-- is a
Ford car dealer.  Crossroads Ford filed for Chapter 11 on June 19,
2010 (Bankr. D. Neb. Case No. 10-41918).  Trev Peterson, Esq., at
Knudsen Berkheimer Richardson Endacott, serves as counsel to the
Debtor.  Schedules attached to the petition said assets total
$4.0 million and debts total $2.0 million as of the Chapter 11
filing.

Crossroads Ford filed a disclosure statement and plan on Oct. 22,
2010.  The disclosure statement was conditionally approved on Oct.
26, 2010, and a confirmation hearing was scheduled for Dec. 6,
2010 -- the 45th day after the filing of the plan.

To deal with an objection to the plan, Crossroads obtained a
continuance of the hearing from Dec. 6, 2010, to December 13,
2010. Then, on Dec. 10, 2010, Crossroads withdrew its plan and the
confirmation hearing scheduled for Dec. 13, 2010, was cancelled.
On that same date Crossroads moved to dismiss the case stating,
"The Creditors of this estate will be served by a dismissal."
That motion to dismiss was withdrawn on Dec. 21, 2010.

On Jan. 19, 2011, the U.S. Trustee filed a motion to dismiss, or
in the alternative a motion to convert the case to Chapter 7.
Creditor Dealer Computer Services, Inc., joined in the request.


DELTA AIR: To Webcast 2011 1st Quarter Results Today
----------------------------------------------------
Delta Air Lines will hold a live conference call and webcast to
discuss its first quarter 2011 financial results at 10 a.m.
(Eastern) on April 26, 2011.

Richard Anderson, Delta Air's chief executive officer; Ed
Bastian, Delta Air's president; and Hank Halter, Delta Air's
chief financial officer will be available at the webcast.

The conference call can be accessed:

           http://ResearchArchives.com/t/s?3a2c

A replay will be available at the same site shortly after the
webcast is complete until May 26, 2011.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: Reports March 2011 Traffic Results
---------------------------------------------
Delta Air Lines reported traffic results for March 2011.  System
traffic in March 2011 increased 0.5% compared to March 2010 on a
6.2% increase in capacity.  Load factor decreased 4.5 points to
79.7%.

Domestic traffic increased 0.7% year over year on a 3.2% increase
in capacity.  Domestic load factor decreased 2.1 points to 83.3%.
International traffic increased 0.2% year over year on a 10.9%
increase in capacity, and load factor decreased 8.0 points to
74.3%.

                      Delta Air Lines
                 Monthly Traffic Results

                            Mar-11        Mar-10   Change
RPMs (000):
Domestic                 10,082,092    10,016,931      0.7%
Mainline                 7,933,072     7,814,141      1.5%
Regional                 2,149,020     2,202,790     (2.4%)
International             6,062,048     6,049,448      0.2%
Latin America            1,333,981     1,445,105     (7.7%)
   Mainline              1,318,832     1,407,543     (6.3%)
   Regional                 15,149        37,562    (59.7%)
Atlantic                 2,932,432     2,819,212      4.0%
Pacific                  1,795,635     1,785,131      0.6%
System                   16,144,140    16,066,379      0.5%

ASMs (000):
Domestic                 12,108,022    11,730,497      3.2%
Mainline                 9,347,784     9,014,549      3.7%
Regional                 2,760,238     2,715,948      1.6%
International             8,155,029     7,350,941     10.9%
Latin America            1,734,317     1,827,490     (5.1%)
   Mainline              1,710,928     1,778,954     (3.8%)
   Regional                 23,389        48,536    (51.8%)
Atlantic                 3,991,102     3,474,200     14.9%
Pacific                  2,429,610     2,049,251     18.6%
System                   20,263,051    19,081,438      6.2%

Load Factor:
Domestic                      83.3%         85.4%     (2.1) pts
Mainline                     84.9%         86.7%     (1.8) pts
Regional                     77.9%         81.1%     (3.2) pts
International                 74.3%         82.3%     (8.0) pts
Latin America                76.9%         79.1%     (2.2) pts
   Mainline                  77.1%         79.1%     (2.0) pts
   Regional                  64.8%         77.4%    (12.6) pts
Atlantic                     73.5%         81.1%     (7.6) pts
Pacific                      73.9%         87.1%    (13.2) pts
System                        79.7%         84.2%     (4.5) pts

Passengers Boarded       14,223,776    14,050,195      1.2%

Mainline Completion           99.1%         98.5%      0.6 pts
Factor

Cargo Ton Miles (000)       218,614       188,978     15.7%

                      Delta Air Lines
                Year To Date Traffic Results

                            Mar-11        Mar-10   Change
RPMs (000):
Domestic                 26,021,965    26,114,295     (0.4%)
Mainline                20,515,829    20,360,082      0.8%
Regional                 5,506,136     5,754,213     (4.3%)
International            16,907,399    16,252,524      4.0%
Latin America            3,600,716     3,947,746     (8.8%)
   Mainline              3,555,628     3,866,408     (8.0%)
   Regional                 45,088        81,338    (44.6%)
Atlantic                 7,776,697     7,322,209      6.2%
Pacific                  5,529,986     4,982,569     11.0%
System                   42,929,364    42,366,819      1.3%

ASMs (000):
Domestic                 33,094,813    32,578,528      1.6%
Mainline                25,586,460    24,996,877      2.4%
Regional                 7,508,353     7,581,651     (1.0%)
International            23,123,962    20,722,511     11.6%
Latin America            4,727,514     5,041,617     (6.2%)
   Mainline              4,656,419     4,931,819     (5.6%)
   Regional                 71,095       109,798    (35.2%)
Atlantic                11,353,634     9,774,488     16.2%
Pacific                  7,042,814     5,906,406     19.2%
System                   56,218,775    53,301,039      5.5%

Load Factor:
Domestic                      78.6%         80.2%     (1.6) pts
Mainline                     80.2%         81.5%     (1.3) pts
Regional                     73.3%         75.9%     (2.6) pts
International                 73.1%         78.4%     (5.3) pts
Latin America                76.2%         78.3%     (2.1) pts
   Mainline                  76.4%         78.4%     (2.0) pts
   Regional                  63.4%         74.1%    (10.7) pts
Atlantic                     68.5%         74.9%     (6.4) pts
Pacific                      78.5%         84.4%     (5.9) pts
System                        76.4%         79.5%     (3.1) pts

Passengers Boarded       36,765,148    36,545,028      0.6%

Cargo Ton Miles (000)       587,932       508,387     15.6%

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: To Sell $292 Million Equipment Notes to U.S. Bank
------------------------------------------------------------
On April 5, 2011, Delta Air Lines, Inc., U.S. Bank Trust National
Association, as Subordination Agent and Pass Through Trustee
under the pass through trust newly formed by Delta, U.S. Bank, as
Escrow Agent under a certain escrow agreement, and U.S. Bank
Trust National Association as Paying Agent under the Escrow
Agreement, entered into a Note Purchase Agreement, according to a
Form 8-K filing with the Securities and Exchange Commission on
the same date.

The Note Purchase Agreement provides for future issuance by Delta
of Series A equipment notes in the aggregate principal amount of
$292,750,000 to be secured by (a) 10 Boeing 737-832 aircraft
delivered new to Delta from 2000 to 2001, (b) 12 Boeing 757-232
aircraft delivered new to Delta from 1995 to 2001 and (c) four
Boeing 767-332ER aircraft delivered new to Delta in
1998.

Pursuant to the Note Purchase Agreement, the Trustee will
purchase the Series A Equipment Notes by October 14, 2011.  The
Series A Equipment Notes will be issued under an Indenture and
Security Agreement with respect to each Aircraft to be entered
into by the Company and U.S. Bank Trust National Association, as
Loan Trustee.  The Note Purchase Agreement also provides for the
possible future issuance of another series of equipment notes to
be secured by the Aircraft.

Each Indenture contemplates the issuance by the Company of Series
A Equipment Notes, bearing interest at the rate of 5.30% per
annum in the aggregate principal amount equal to $292,750,000.
The Series A Equipment Notes will be purchased by the Trustee,
using the proceeds from the sale of a total of $292,750,000 of
Delta Air Lines, Inc. Pass Through Certificates, Series 2011-1A.

Pending the purchase of the Series A Equipment Notes, the
proceeds from the sale of the Certificates were placed in escrow
by the Trustee pursuant to an Escrow and Paying Agent Agreement,
among U.S. Bank National Association, as Escrow Agent and Paying
Agent, Citigroup Global Markets Inc., Credit Suisse Securities
(USA) LLC, Deutsche Bank Securities, Inc., Morgan Stanley & Co.
Incorporated, Wells Fargo Securities LLC and the Trustee.  The
escrowed funds were deposited with the Bank of New York Mellon,
under a Deposit Agreement.

The interest on the escrowed funds is payable on October 15,
2011, and interest on the Series A Equipment Notes is payable
semiannually on each April 15 and October 15 following the
issuance of the Notes, beginning on October 15, 2011.  The
principal payments on the Series A Equipment Notes are scheduled
on April 15 and October 15 of certain years, beginning on
April 15, 2012.  The final payments on the Series A Equipment
Notes will be due on April 15, 2019.

Maturity of the Series A Equipment Notes may be accelerated upon
the occurrence of certain events of default, including failure by
the Company to make payments under the applicable Indenture when
due or to comply with certain covenants, as well as certain
bankruptcy events involving the Company.  The Series A Equipment
Notes issued with respect to each Aircraft will be secured by a
lien on the Aircraft and will also be cross-collateralized by the
other Aircraft financed pursuant to the Note Purchase Agreement.

            Delta Enters Into Underwriting Agreement

In connection with the sale of the Certificates, on March 30,
2011, Delta entered into an underwriting agreement with Citigroup
Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche
Bank Securities, Inc., Morgan Stanley & Co. Incorporated and
Wells Fargo Securities LLC.

The Certificates are being offered pursuant to a Prospectus,
dated June 28, 2010, which forms a part of Delta's automatic
shelf registration statement on Form S-3, filed with the
Securities and Exchange Commission on June 28, 2010.

The Underwriting Agreement contains customary representations,
warranties, covenants and closing conditions for a transaction of
this type.  The Underwriting Agreement also contains provisions
pursuant to which Delta agrees to hold harmless and indemnify the
Underwriters against damages under certain circumstances.

Delivery of the Certificates was made under the Underwriting
Agreement on April 5, 2011, with a 5.30% per annum interest rate.
The Certificates were issued by a pass through trust.  The
Underwriters purchased the Certificates from the pass through
trust at 100% of the principal amount thereof.

The pass through trust will use the proceeds from the sale of
Certificates to acquire the Series A Equipment Notes from the
Delta.

Payments on the Series A Equipment Notes will be passed through
to the certificate holders of the trust.  Delta expects to use
the proceeds from the issuance of the Series A Equipment Notes
issued with respect to each Aircraft to reimburse itself, in
part, for the repayment at maturity of the existing financing of
the Aircraft.  Delta will use the balance of any proceeds not
used in connection with these matters to pay fees and expenses
relating to the offering and for general corporate purposes.

A full-text copy of the Form 8-K filing is available for free at:

              http://researcharchives.com/t/s?75a4

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: Supports Proposal to Suppress Oil Speculation
--------------------------------------------------------
Delta Airlines, Inc. supports a regulatory proposal to suppress
oil, gold, and other commodities speculation, Bloomberg News
reported on March 29, 2011.

The Proposal has more than 5,500 supporters as well as opponents,
which include Barclays Capital and Cargill, Inc.

The Proposal was issued in January 2011 by the U.S. Commodity
Futures Trading Commission.

Bloomberg says that regulators and lawmakers have attempted to
rein in speculation since 2008 amid concerns that investors
contributed to oil's record high of $147.27 a barrel.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DENTAL PROFILE: Hit With $314T Sanction for Improper Ch.11 Filing
-----------------------------------------------------------------
Bankruptcy Judge Jacqueline P. Cox held that the Chapter 11
petitions of Dental Profile, Inc. and Dentist, P.C. were filed for
the improper purpose of delaying creditor Nereida Mendez from
collecting on her judgment.  Accordingly, the Court exercised its
discretion by imposing sanctions under Federal Rule of Bankruptcy
Procedure 9011 jointly against Dental Profile, Dentist PC, and
Husam Aldairi in the amount of $314,536.34.

A copy of the Court's March 31, 2011 Memorandum Opinion is
available at http://is.gd/WZ0tAPfrom Leagle.com.

Dental Profile, Inc. and Dentist, P.C., filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case Nos. 08-17148 and 08-17149) on
July 2, 2008.  Husam Aldairi, a dentist licensed to practice in
the state of Illinois, is the president and sole shareholder of
the Debtors.  Paul M. Bach, Esq. -- paul@bachoffices.com -- in
Northbrook, Illinois, serves as the Debtors' counsel.  Dental
Profile estimated $1 million to $10 million in both assets and
debts as of the filing date.


DLGC II: Files List of Seven Largest Unsecured Creditors
--------------------------------------------------------
DLGC II, LLC, has filed with U.S. Bankruptcy Court for the
District of Arizona its list of seven largest unsecured creditors,
disclosing:

  Entity                         Nature of Claim      Claim Amount
  ------                         ---------------      ------------
Charles Civer Real estate
42265 N. Old Mine Road
Cave Creek, AZ 85331                                    $135,875

ESCA Environmental
7401 W. Arrowhead
Clubhouse Dr.
Unit 2088                        Engineering
Glendale, AZ 85308               Services                 $8,230

Earl Curley & Lagarde PC
3101 N. Central Avenue
Suite 1000
Phoenix, AZ 85012                Legal Fees               $4,753

Bo-Nine Ranch LLC                Grazing Lease            $4,097

R.W. Kline, LLC                  Consulting Fees          $2,390

Morrill & Aronson, PLC           Legal Fees                 $349

Arizona Corporation              Filing Fees for
Commission                       Lake Pleasant
                                 Walter Co. and Lake
                                 Pleasant Sewer Co.          $90

Phoenix, Arizona-based DLGC II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 11-10174) on
April 13, 2011.  Mark W. Roth, Esq., at Polsinelli Shughart P.C.,
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.

Affiliate Lake Pleasant Group, LLP (Bankr. D. Ariz. Case No. 11-
10170) filed a separate Chapter 11 petition on April 13, 2011.


DLGC II: Taps Polsinelli Shughart as Bankruptcy Counsel
-------------------------------------------------------
DLGC II, LLC, asks for authorization from the U.S. Bankruptcy
Court for the District of Arizona to employ Polsinelli Shughart PC
as bankruptcy counsel.

Polsinelli Shughart can be reached at:

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

Polsinelli Shughart will be paid $135 to $600 per hour for its
services.

To the best of the Debtor's knowledge, Polsinelli Shughart is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

Phoenix, Arizona-based DLGC II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 11-10174) on
April 13, 2011.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million.

Affiliate Lake Pleasant Group, LLP (Bankr. D. Ariz. Case No. 11-
10170) filed a separate Chapter 11 petition on April 13, 2011.


DONALD BAILEY: Wins $894,000 Judgment Against Hako-Med USA
----------------------------------------------------------
Under Georgia law, WestLaw reports, in an action brought against
the seller by the Chapter 11 debtor, who had purchased medical
equipment for later resale to doctors, upon the bankruptcy court's
determination that the seller tortiously interfered with the
debtor's contract rights and that, in so doing, the seller acted
with malice and an intent to injure, an award of punitive damages
in double the amount of compensatory damages was necessary to
punish, penalize, or deter the seller. Accordingly, the court
awarded punitive damages in the amount of $554,672.26.  Because
the seller acted with the specific intent to cause harm, punitive
damages in the case were not limited to $250,000.00.  The seller's
responses to the debtor's requests for production of documents
revealed minimal information and demonstrated a cavalier attitude
toward its duties as a litigant, such that it was appropriate for
the court to draw an adverse inference from its concealment.  The
court was able to conclude from the seller's testimony that it had
considerable wealth.  In re Bailey, --- B.R. ----, 2011 WL 1485303
(Bankr. S.D. Ga.) (Davis, J.).

The Honorable Lamar W. Davis, Jr., entered a final judgment in
favor of the Debtor against the Defendants for (1) Compensatory
Damages in the amount of $277,336.13; (2) Punitive Damages in the
amount of $554,672.26; and (3) Attorneys' Fees in the amount of
$61,965.25, for a total of $893,973.64, in Bailey v. Hako-Med USA,
Inc. and Kai Hansjurgens, Adv. Pro. No. 09-4002 (Bankr. S.D. Ga.),
on Apr. 7, 2011.

Donald H. Bailey sought Chapter 11 protection (Bankr. S.D. Ga.
Case No. 07-41381) on Sept. 4, 2007, is represented by C. James
McCallar, Jr., Esq., in Savannah, Ga., and estimated assets and
debts between $1 million and $100 million at the time of the
Chapter 11 filing.


DOT VN: Signs Publisher Network Agreement with Yahoo!
-----------------------------------------------------
Dot VN, Inc., has executed a Yahoo! Publisher Network Agreement
with Yahoo!, the premier digital media company.

Dot VN has integrated Yahoo!'s content matching banners and
sponsored search tools into Dot VN's INFO.VN web portals.  By
partnering with Yahoo! to implement Yahoo!'s industry leading
advertising feeds and search marketing tools, Dot VN can deliver
the very best offers, products and services to the over 6 million
unique visitors it serves every month through the INFO.VN web
portals.

"We are extremely pleased to announce our partnership with
Yahoo!," said Thomas Johnson, Chief Executive Officer of Dot VN,
Inc.  "Yahoo! has distinguished itself as the premier advertising
and marketing platform in the Vietnam region; its combination of
coverage, tools and reach make it the ideal partner for monetizing
and delivering value on each of the nearly 9 million pages we
serve up every month on the INFO.VN web portals.  We look forward
developing a long and successful partnership with Yahoo!."

                           About Dot VN

Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides
Internet and telecommunication services for Vietnam and operates
and manages Vietnam's innovative online media web property,
www.INFO.VN.  The Company is the "exclusive online global domain
name registrar for .VN (Vietnam)."  Dot VN is the sole distributor
of Micro-Modular Data Centers(TM) solutions and E-Link 1000EXR
Wireless Gigabit Radios to Vietnam and Southeast Asia region.  Dot
VN is headquartered in San Diego, California with offices in
Hanoi, Danang and Ho Chi Minh City, Vietnam.

Dot VN was incorporated in the State of Delaware on May 27, 1998,
under the name Trincomali Ltd.

The Company's balance sheet at Jan. 31, 2011, showed $2.74 million
in total assets, $10.92 million in total liabilities and $8.18
million in total shareholders' deficit.

Dot VN reported a $7.3 million net loss on $1.1 million of
revenues for the fiscal year ended April 30, 2010, compared with a
$5.4 million net loss on $1.0 million of revenues for the same
period a year ago.

Following the Company's results for fiscal 2010, Chang G. Park CPA
expressed substantial doubt against Dot VN's ability to continue
as a going concern, citing the Company's losses from operations.


DYNAVAX TECHNOLOGIES: To Receive $6-Mil. in Lupus Program Trial
---------------------------------------------------------------
Dynavax Technologies Corporation announced the start of dosing in
the first human clinical trial in its lupus program.  Initiation
of this trial entitles Dynavax to receive a $6 million milestone
payment from GlaxoSmithKline, its partner in a worldwide strategic
alliance.  GSK has an exclusive option to obtain a license to the
program.

Dynavax's Phase 1 study will assess the safety of DV1179, an
inhibitor of TLR7 and TLR9, in multiple ascending doses.  A total
of 24 healthy subjects, divided into three dose groups, will each
receive four weekly injections of DV1179.  Data from this study is
expected later this year.  Following successful completion of the
trial, Dynavax expects to initiate a proof-of-mechanism study in
lupus patients.

                   Peer-Reviewed Publications
                   Document Program's Potential

In December, 2010, Dynavax reported in the JOURNAL OF EXPERIMENTAL
MEDICINE (JEM, Volume 207, Number 13) data that suggested an
important role of the key innate immune receptors TLR7 and TLR9 in
a novel mouse model of skin conditions similar to cutaneous lupus.
The company's inhibitor of TLR7 and TLR9 prevented and reversed
disease suggesting therapeutic application of the inhibitor for
the treatment of cutaneous lupus and related skin conditions.

In the June 16, 2010 issue of NATURE, data demonstrated in both
human blood cells and animal models of lupus that glucocorticoid
resistance characteristic of lupus could be mediated through TLR7
and TLR9 and could be reversed by Dynavax's TLR7/TLR9 inhibitor.
Glucocorticoids are commonly used for the treatment of many
autoimmune and inflammatory conditions, but the high doses
required for effective treatment of lupus lead to significant
side-effects and restrict the utility of these drugs.

                   About Dynavax's TLR Inhibitors

Dynavax's TLR inhibitors are a novel class of oligonucleotides,
called immunoregulatory sequences (IRS), that specifically inhibit
the TLR-induced inflammatory response associated with autoimmune
and inflammatory diseases.  Preclinical data from animal model
studies show Dynavax's TLR inhibitors block induction of IFN-alpha
and also reduce symptoms in animal models of multiple autoimmune
diseases, such as lupus, inflammatory skin disorders, and
rheumatoid arthritis.  The National Institutes of Health in
Bethesda, MD and the Alliance for Lupus Research contributed
funding for Dynavax's preclinical work.

                    About Dynavax Technologies

Berkeley, Calif.-based Dynavax Technologies Corporation (NASDAQ:
DVAX) -- http://www.dynavax.com/-- is a clinical-stage
biopharmaceutical company.  The Company discovers and develops
novel products to prevent and treat infectious diseases.  The
Company's lead product candidate is HEPLISAV, an investigational
adult hepatitis B vaccine designed to enhance protection more
rapidly and with fewer doses than current licensed vaccines.

As of Sept. 30, 2010, the Company had $61,790,000 in total assets;
$21,026,000 total current liabilities, $6,012,000 deferred
revenue, $10,540,000 long-term note payable to holdings, $944,000
long-term contingent liability to holdings, and $60,000 other
long-term liabilities, and $23,208,000 in stockholders' equity.

As reported in the Troubled Company Reporter on March 18, 2010,
Ernst & Young LLP, in San Francisco, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations since its inception.


EASTBRIDGE INVESTMENT: Significant Losses Cue Going Concern Doubt
-----------------------------------------------------------------
EastBridge Investment Group Corporation filed on April 14, 2011,
its annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

Tarvaran Askelson & Company, LLP, in Laguna Niguel, California,
expressed substantial doubt about EastBridge Investment's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred significant losses.

The Company reported a net loss of $174,954 on $1.74 million of
revenues for 2010, compared with a net loss of $753,225 on $50,000
of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.66 million
in total assets, $1.60 million in total liabilities, and
stockholders' equity of $58,863.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/Z3M9D3

Scottsdale, Arizona-based EastBridge Investment Group Corporation
provides investment related services in Asia, with a strong focus
on the high GDP growth countries, such as China and India.
EastBridge is initially concentrating its efforts in China (Hong
Kong, mainland China, Macao and Taiwan).  The Company provides
consulting services to provide viable corporate infrastructure
necessary for small to medium-size companies to obtain capital to
grow their business.


ENERGY FUTURE: Issues $1.75 Billion New Notes Under an Indenture
----------------------------------------------------------------
The amendment to Energy Future Holdings Corp.'s Senior Secured
Credit Facilities became effective on April 7, 2011.  The
Amendment includes, among other things, amendments to certain
covenants contained in the Senior Secured Credit Facilities, as
well as an acknowledgement from the Lenders that (i) the terms of
the Intercompany Notes comply with the Senior Secured Credit
Facilities, including the requirement that these loans be made on
an "arm's-length" basis, and (ii) no mandatory repayments relating
to excess cash flows were required to be made by Texas Competitive
Electric Holdings Company LLC under the Senior Secured Credit
Facilities for fiscal years 2008, 2009 and 2010.

In addition, the Amendment contains certain provisions related to
notes receivable from EFH Corp. that are payable to TCEH on demand
and arise from cash loaned for (i) debt principal and interest
payments and (ii) other general corporate purposes of EFH Corp.
In addition to the acknowledgement, TCEH agreed in the Amendment:

   (1) not to make any further loans under the SG&A Note to EFH
       Corp.;

   (2) that borrowings outstanding under the P&I Note will not
       exceed $2 billion in the aggregate at any time; and

   (3) that the sum of (a) the outstanding senior secured
       indebtedness issued by EFH Corp. or any subsidiary of EFH
       Corp. secured by a second-priority lien on the equity
       interests that EFIH owns in Oncor Electric Delivery
       Holdings Company LLC and (b) the aggregate outstanding
       amount of the Intercompany Notes will not exceed, at any
       time, the maximum amount of EFIH Second-Priority Debt
       permitted by the indenture governing the 10.000% Senior
       Secured Notes due 2020 issued by EFH Corp. as in effect on
       April 7, 2011.

Furthermore, in connection with the Amendment, the following
actions were taken with respect to the Intercompany Notes:

   (1) EFH Corp. repaid $770 million of borrowings under the SG&A
       Note; and

   (2) Energy Future Intermediate Holding Company LLC and Energy
       Future Competitive Holdings Company LLC guaranteed, on an
       unsecured basis, the remaining balance of the SG&A Note.

TCEH also repaid all borrowings outstanding under its note payable
to EFH Corp.

Although the Amendment became effective on April 7, 2011, the
closing and effectiveness of the Extension was conditioned upon
the satisfaction of certain conditions, including, among others,
(a) the closing of an offering of senior secured notes and (b) the
aggregate pro-rata repayment of certain outstanding loans under
the Senior Secured Credit Facilities and, solely with respect to
the extended commitments under the revolving credit facility, the
reduction of certain commitments under the revolving credit
facility.  On April 19, 2011, the Company issued $1,750 million
aggregate principal amount of 11.5% Senior Secured Notes due 2020
at 99.295% of face value and used the net proceeds from the
issuance of the New Notes to repay approximately $1.6 billion
aggregate principal amount of loans under the Senior Secured
Credit Facilities and to pay certain arranger fees and expenses to
the initial purchasers of the New Notes related to the Credit
Facilities Amendment.  As a result, the Extension became effective
on April 19, 2011.

As a result of the Extension becoming effective, under the Senior
Secured Credit Facilities there are approximately:

   (1) $15,402 million aggregate principal amount of term loans
       with maturities extended from 2014 to 2017 and $3,777
       million aggregate principal amount of non-extended term
       loans;

   (2) $1,020 million aggregate principal amount of deposit letter
       of credit loans with maturities extended from 2014 to 2017
       and $43 million aggregate principal amount of non-extended
       deposit letter of credit loans; and

   (3) $1,384 million aggregate principal amount of revolving
       commitments with maturities extended from 2013 to 2016 and
       $671 million aggregate principal amount of non-extended
       commitments under the revolving credit facility.

The interest rate on the extended term loans and extended deposit
letter of credit loans increased from LIBOR plus 3.50% to LIBOR
plus 4.50%.  The interest rate on the extended revolving
commitments increased from LIBOR plus 3.50% to LIBOR plus 4.50%,
and the undrawn fee with respect to such commitments increased
from 0.50% to 1.00%.  Upon the effectiveness of the Extension,
TCEH paid an up-front extension fee of 350 basis points on
extended term loans and extended deposit letter of credit loans to
Lenders that agreed to extend their term loans and deposit letter
of credit loans.

The Senior Secured Credit Facilities include a "springing
maturity" provision pursuant to which (a) in the event that more
than $500 million aggregate principal amount of TCEH's 10.25%
Senior Notes due 2015 and 10.25% Senior Notes due 2015, Series B,
as applicable, remain outstanding as of 91 days prior to the
maturity date of the applicable notes and (b) TCEH's Consolidated
Total Debt to Consolidated EBITDA Ratio is greater than 6.00 to
1.00 at such applicable determination date, then the maturity date
of the extended loans will automatically change to 90 days prior
to the maturity date of the applicable notes.

A copy of the Senior Secured Credit Facilities, as amended by the
Credit Facilities Amendment, is available for free at:

                        http://is.gd/VZihmX

                             Indenture

On April 19, 2011, the Company entered into an indenture among the
Company, the guarantors party thereto and The Bank of New York
Mellon Trust Company, N.A., as trustee.  Pursuant to the
Indenture, the Company issued $1,750 million aggregate principal
amount of New Notes.  The New Notes will mature on Oct. 1, 2020.
Interest on the New Notes is payable in cash quarterly in arrears
on January 1, April 1, July 1 and October 1 of each year at a
fixed rate of 11.5% per annum, commencing on July 1, 2011.

The New Notes are initially unconditionally guaranteed on a senior
basis, jointly and severally, by the Guarantors, which are the
same guarantors that guarantee the obligations arising under the
Senior Secured Credit Facilities.  The New Notes are secured, on a
first-priority basis, by security interests in all of the assets
of TCEH, and the guarantees are secured, on a first-priority
basis, by all of the assets and equity interests of all of the
Guarantors, in each case, to the extent such assets and equity
interests secure obligations under the Senior Secured Credit
Facilities, subject to certain exceptions and permitted liens.

The New Notes and the guarantees are senior obligations of the
Company and the Guarantors, respectively, and rank equally in
right of payment with all existing and future senior debt of the
Company and the Guarantors, respectively.  The New Notes and the
guarantees are effectively subordinated to the Company's and the
Guarantors' existing and future debt that is secured by assets
that are not a part of the Collateral, to the extent of the value
of those assets.  The New Notes are structurally subordinated to
all existing and future debt and liabilities of TCEH's non-
guarantor subsidiaries.  The New Notes and the guarantees are
effectively senior in right of payment to all existing and future
second-priority and unsecured debt of the Company and the
Guarantors to the extent of the value of the Collateral.  The New
Notes and the guarantees are senior in right of payment to any
future subordinated debt of the Company and the Guarantors,
respectively.

The New Notes and the Indenture restrict TCEH's and its restricted
subsidiaries' ability to, among other things:

     * make restricted payments, including certain investments;

     * incur debt and issue preferred stock;

     * incur liens;

     * permit dividend and other payment restrictions on
       restricted subsidiaries;

     * merge, consolidate or sell assets; and

     * engage in transactions with affiliates.

These covenants are subject to a number of important limitations
and exceptions.  The New Notes and the Indenture also contain
customary events of default, including, among others, failure to
pay principal or interest on the New Notes or the guarantees when
due.

The Company may redeem the New Notes, in whole or in part, at any
time on or after April 1, 2016, at specified redemption prices,
plus accrued and unpaid interest, if any.  In addition, before
April 1, 2014, the Company may redeem up to 35% of the aggregate
principal amount of the New Notes from time to time at a
redemption price of 111.500% of the aggregate principal amount of
the New Notes, plus accrued and unpaid interest, if any, with the
net cash proceeds of certain equity offerings.  The Company may
also redeem the New Notes at any time prior to April 1, 2016 at a
price equal to 100% of their principal amount, plus accrued and
unpaid interest and a "make-whole" premium.  Upon the occurrence
of a change in control, the Issuer must offer to repurchase the
New Notes at 101% of their principal amount, plus accrued and
unpaid interest, if any.

The New Notes were offered only to "qualified institutional
buyers" as defined under Rule 144A under the Securities Act of
1933, as amended, and outside the United States to non-U.S.
persons pursuant to Regulation S under the Securities Act.  The
New Notes have not been registered under the Securities Act or the
securities laws of any state or other jurisdiction, and may not be
offered or sold in the United States without registration or an
applicable exemption from the Securities Act.  The Company and the
Guarantors are not required to, nor do they intend to, register
the New Notes for resale under the Securities Act or the
securities laws of any other jurisdiction or to offer to exchange
the New Notes for registered notes under the Securities Act or the
securities laws of any other jurisdiction.

A copy of the Indenture is available for free at:

                        http://is.gd/e4y4rJ

                    Security-Related Agreements

In connection with the issuance of the New Notes, deeds of trust
have been executed and filed of record or will be filed of record
in the appropriate counties.

In addition, in connection with the issuance of the New Notes,
TCEH and certain subsidiary guarantors of the New Notes have
entered into separate Subordination and Priority Agreements with
respect to each property secured by a deed of trust with Citibank,
N.A., as beneficiary under the First Lien Credit Deed of Trust,
and The Bank of New York Mellon Trust Company, N.A., as
beneficiary under the Second Lien Indenture Deed of Trust, and
Citibank, N.A., as beneficiary under the First Lien Indenture Deed
of Trust to establish certain priorities with respect to
collateral under their respective financing documents.  Each
Subordination and Priority Agreement has been executed and filed
of record or will be filed of record in the appropriate counties.

                        About Energy Future

Energy Future Holdings Corp. is a privately held diversified
energy holding company with a portfolio of competitive and
regulated energy businesses in Texas.  Oncor, an 80%-owned entity
within the EFH group, is the largest regulated transmission and
distribution utility in Texas.  The Company delivers electricity
to roughly three million delivery points in and around Dallas-Fort
Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

As reported by the Troubled Company Reporter on Aug. 19, 2010,
Fitch Ratings downgraded the Issuer Default Ratings of Energy
Future Holdings Corp. and its subsidiaries Energy Future
Intermediate Holding Company LLC, Texas Competitive Electric
Holdings Company LLC, and Energy Future Competitive Holdings
Company by one notch to 'CCC' from 'B-'.

The downgrades of the IDRs of EFH and its non-ring-fenced
subsidiaries reflect large debt maturities occurring in 2014,
over-leveraged capital structure, cash flow dependence on the
forward natural gas NYMEX curve, which has been consistently
moving down since mid-2008, and the likely outcome of future debt
exchanges and amend-and-extend bank facility negotiations.  In
Fitch's view, potential defaults in 2011-2012 are considered more
likely to result from coercive debt exchanges and unlikely to
result from payment defaults.

The TCR on Aug. 19, 2010, also reported that Moody's Investors
Service changed the probability of default rating for Energy
Future Holdings to Caa2/LD from Ca following the completion of a
debt restructuring which Moody's views as a distressed exchange.
EFH's Caa1 CFR and SGL-4 liquidity rating are affirmed.  The
rating outlook remains negative.

EFH executed a debt restructuring which involved an exchange of
its 10.875% senior unsecured (guaranteed) notes due 2017 and its
11.25% / 12.00% senior unsecured PIK Toggle (guaranteed) notes due
2017 for new 10.00% senior secured notes due 2020 issued at EFIH,
plus approximately $500 million in cash, plus accrued interest.
These events had the effect of allowing EFH to reduce its overall
net debt by approximately $1.0 billion and extend a portion of its
maturities.  The transaction crystallized losses for investors of
approximately 30%.  Taken as a whole, Moody's views the
transaction as a distressed exchange and has classified this
transaction as a limited default by appending an LD designation to
the PDR.

The affirmation of EFH's Caa1 CFR considers the very weak
financial profile, untenable capital structure, questionable long-
term business plan and material operating headwinds for the
company.  Moody's believes EFH has very little financial
flexibility.

In March 2011, Fitch Ratings it does not expect to take any
immediate rating action on EFH's Texas Competitive Electric
Holdings Company LLC or their affiliates based on recent default
allegations from lender Aurelius.  Moody's also said said the
default assertion will not, at this time, affect the ratings or
rating outlooks for EFH or its subsidiaries.


EPAZZ INC: Lake & Associates Raises Going Concern Doubt
-------------------------------------------------------
Epazz, Inc., filed on April 15, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

Lake & Associates, CPA's LLC, in Schaumburg, Illinois, expressed
substantial doubt about Epazz, Inc.'s ability to continue as a
going concern.  The independent auditors noted that the Company
has a significant accumulated deficit and continues to incur
losses.

The Company reported net income of $79.6 million on $898,692 of
revenue for 2010, compared with a net loss of $54.7 million on
$359,961 of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $2.0 million
in total assets, $1.5 million in total liabilities, and
stockholders' equity of $531,957.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/0s76Cc

Chicago, Ill.-based Epazz, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.


EXTERRA ENERGY: Incurs $1.20 Million Net Loss in Feb. 28 Quarter
----------------------------------------------------------------
Exterra Energy Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $1.20 million on $53,956 of oil and gas sales for the three
months ended Feb. 28, 2011, compared with a net loss of $414,108
on $79,603 of oil and gas sales for the same period during the
prior year.  The Company also reported a net loss of $5.44 million
on $221,120 of oil and gas sales for the nine months ended
Feb. 28, 2011, compared with a net loss of $1.08 million on
$217,026 of revenue for the same period a year ago.

The Company's balance sheet at Feb. 28, 2011 showed $5.14 million
in total assets, $6.95 million in total liabilities and a
$1.81 million total stockholders' deficit.

                           Going Concern

The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and has defaulted on
certain outstanding notes payable, which raises substantial doubt
about its ability to continue as a going concern.  The ability of
the Company to continue as a going concern is dependent on the
Company obtaining adequate capital to fund operating losses until
it becomes profitable and to settle or restructure its outstanding
past due notes payable.  If the Company is unable to obtain
adequate capital or restructure defaulted notes payable, it could
be forced to cease operations.

In order to continue as a going concern, the Company will need,
among other things, additional capital resources.  Management's
plans to obtain those resources for the Company include obtaining
additional investment capital from management and significant
shareholders sufficient to meet its minimal operating expenses.
However, management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is
dependent upon its ability to successfully accomplish the plans
and eventually secure other sources of financing and attain
profitable operations.  The accompanying financial statements do
not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.

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

                        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.


FEEL GOLF: W.T. Uniack Raises Going Concern Doubt
-------------------------------------------------
Feel Golf Company, Inc., filed on April 13, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

W.T. Uniack & Co., CPA's P.C., in Woodstock, Georgia, expressed
substantial doubt about Feel Golf's ability to continue as a going
concern.  The independent auditors noted that the Company has not
yet established an ongoing source of revenues sufficient to cover
its operating costs and allow it to continue as a going concern.

The Company reported a net loss of $5.3 million on $391,594 of
revenue for 2010, compared with a net loss of $935,599 on $485,773
of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $2.7 million
in total assets, $1.1 million in total liabilities, and
stockholders' equity of $1.6 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/ThPUf6

Salinas, Calif.-based Feel Golf Company, Inc. (OTC: FEEL)
-- http://www.feelgolf.net/-- manufactures and markets golf clubs
worldwide.


FPB BANCORP: Hacker Johnson Raises Going Concern Doubt
------------------------------------------------------
FPB Bancorp, Inc., filed on April 14, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, expressed
substantial doubt about FPB Bancorp's ability to continue as a
going concern.   The independent auditors noted that of the
Company's operating and capital requirements, along with recurring
losses.

"There are substantial doubts as to our ability to continue as a
going concern and it is possible that our subsidiary bank may fail
and be placed into receivership with the FDIC," the Company said
in the filing.

"The Company's recent and continuing increases in non-performing
assets, continuing high levels of operating expenses related to
the credit problems and eroding regulatory capital raise
substantial doubt about the Company's ability to continue as a
going concern.  The Company has not complied with its regulatory
capital requirements set forth in the Consent Order and Prompt
Corrective Action."

"At Dec. 31, 2010, the Company was considered "significantly
undercapitalized".

The Company reported a net loss of $7.96 million on $7.72 million
of net interest income for 2010, compared with a net loss of
$9.21 million on $6.56 million of net interest income for 2009.
Total non-interest income was $2.00 million in 2010, compared to
$1.19 million in 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$232.44 million in total assets, $225.73 million in total
liabilities, and stockholders' equity of $6.71 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/ghQ29s

A complete text of the Company's 2010 annual report is available
for free at http://is.gd/GAdFHi

Port St. Lucie, Fla.-based FPB Bancorp, Inc., owns 100% of the
outstanding common stock of First Peoples Bank and the Bank owns
100% of the outstanding common stock of Treasure Coast Holdings,
Inc.  The Bank offers a variety of community banking services to
individual and corporate customers through its six banking offices
located in Port St. Lucie, Stuart, Fort Pierce, Vero Beach and
Palm City, Florida.  The Bank's subsidiary, Treasure Coast
Holdings, Inc., was incorporated in June 2008 for the sole purpose
of managing foreclosed assets.


FOOD FRESH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Food Fresh, LLC
        dba Super Foodtown
        601 N. Newtown Street Road
        Newtown Square, PA 19073

Bankruptcy Case No.: 11-13130

Chapter 11 Petition Date: April 19, 2011

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Jon M. Adelstein, Esq.
                  ADELSTEIN & KALINER, LLC
                  Penn's Court
                  350 South Main Street, Suite 105
                  Doylestown, PA 18901
                  Tel: (215) 230-4250
                  Fax: (215) 230-4251
                  E-mail: jma@tradenet.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/paeb11-13130.pdf

The petition was signed by Louis Mignosi, managing member.



FULLCIRCLE REGISTRY: Recurring Losses Cue Going Concern Doubt
-------------------------------------------------------------
FullCircle Registry, Inc., filed on April 15, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Rodefer Moss & Co., PLLC, in New Albany, Indiana, expressed
substantial doubt about FullCircle Registry's ability to continue
as a going concern.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net working capital deficiency.

The Company reported a net loss of $298,438 on $1,283 of revenues
for 2010, compared with a net loss of $188,867 on $9,524 of
revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $5.7 million
in total assets, $5.2 million in total liabilities, and
stockholders' equity of $531,824.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/Q99r4d

Shelbyville, Kentucky-based FullCircle Registry, Inc., FullCircle
Registry, Inc. focuses on insurance agency operations.  It holds
license for the life and health insurance business.  The Company
is developing plans and infrastructure.  Its products and services
that are in development include medicare services, prescription
assistance, estate planning, life insurance, group and individual
health insurance, auto and home insurance, and medical record
storage.


FUSION TELECOMS: Rothstein Kass Raises Going Concern Doubt
----------------------------------------------------------
Fusion Telecommunications International, Inc., filed on April 13,
2011, its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2010.

Rothstein, Kass & Company, P.C., in Roseland, New Jersey,
expressed substantial doubt about Fusion Telecommunications'
ability to continue as a going concern.  The independent auditors
noted that the Company the Company has negative working capital
balances, incurred negative cash flows from operations and net
losses since inception, and has limited capital to fund future
operations.

The Company reported a net loss of $5.8 million on $41.8 million
of revenues for 2010, compared with a net loss of $9.6 million on
$40.9 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $5.0 million
in total assets, $13.0 million in total liabilities, and a
stockholders' deficit of $8.0 million

A complete text of the Form 10-K is available for free at:

                       http://is.gd/XjwYKO

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.


GEORGESVILLE-270: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Georgesville-270, LLC
        3500 West 11 Mile Road, Suite A
        Berkley, MI 48072

Bankruptcy Case No.: 11-54180

Chapter 11 Petition Date: April 19, 2011

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtor's Counsel: Robert E. Bardwell, Esq.
                  995 South High Street
                  Columbus, OH 43206
                  Tel: (614) 445-6757
                  Fax: (614) 224-4870
                  E-mail: rbardwell@ohiobankruptlaw.com

Scheduled Assets: $1,155,366

Scheduled Debts: $6,771,827

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohsb11-54180.pdf

The petition was signed by Joseph E. Przygoda, managing member.


GOLD HILL: Files Schedules of Assets & Liabilities
--------------------------------------------------
Gold Hill Enterprises, LLC, has filed with the U.S. Bankruptcy
Court for the District of South Carolina its schedules of assets
and liabilities, disclosing:

  Name of Schedule                     Assets         Liabilities
  ----------------                     ------         -----------
A. Real Property                    $11,920,000
B. Personal Property                    $18,596
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $7,190,808
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $161,064
                                    -----------       -----------
      TOTAL                         $11,938,596        $7,351,872

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, filed for Chapter 11 bankruptcy protection
(Bankr. D. S.C. Case No. 11-02458) on April 14, 2011.  Barbara
George Barton, Esq., at Barton Law Firm, P.A., serves as the
Debtor's bankruptcy counsel.


GOLD HILL: Section 341(a) Meeting Scheduled for May 16
------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Gold Hill
Enterprises, LLC's creditors on May 16, 2011, at 2:00 p.m.  The
meeting will be held at the U.S. Trustee's Office, Room 557, Strom
Thurmond Federal Building, 1835 Assembly Street, Columbia, South
Carolina.

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

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, filed for Chapter 11 bankruptcy protection
(Bankr. D. S.C. Case No. 11-02458) on April 14, 2011.  Barbara
George Barton, Esq., at Barton Law Firm, P.A., serves as the
Debtor's bankruptcy counsel.  According to its schedules, the
Debtor disclosed $11,938,596 in total assets and $7,351,872 in
total debts.


GOLD HILL: Taps Barton Law as Bankruptcy Counsel
------------------------------------------------
Gold Hill Enterprises, LLC, asks for authorization from the U.S.
Bankruptcy Court for the District of South Carolina to employ the
Barton Law Firm, P.A., as bankruptcy counsel.

Barton Law can be reached at:

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

Debtor has agreed to pay the regular hourly rates set forth in the
retainer agreement.

Barbara George Barton, a partner at Barton Law, assures the Court
that the firm is a "disinterested person" within the meaning of
section 101(14) of the Bankruptcy Code.

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, filed for Chapter 11 bankruptcy protection
(Bankr. D. S.C. Case No. 11-02458) on April 14, 2011.  According
to its schedules, the Debtor disclosed $11,938,596 in total assets
and $7,351,872 in total debts.


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

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

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

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

                         About Grubb & Ellis

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

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

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

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


HARRY & DAVID: Defends Loan, Backstop Deal From Creditors
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that Harry & David Holdings Inc.
is defending its bankruptcy financing from unsecured creditors
seeking to halt the company's final bid to tap a total of $155
million.

As reported in the Troubled Company Reporter on April 25, 2011,
Dow Jones' DBR Small Cap said that unsecured creditors are
taking aim at Harry & David Holdings Inc.'s request to launch a
backstopped rights offering, arguing that the measure unfairly
benefits an equity holder and lender of the company while
encroaching on unsecured creditors' rights and recovery prospects.
The official committee representing unsecured creditors in the
bankruptcy proceedings sprung into action Thursday, filing a slew
of objections to everything from the company's final bankruptcy
financing bid to its proposed $55 million rights offering.  The
rights offering objection specifically targets Wasserstein & Co.,
a firm the creditors say wears "nearly every hat possible" in the
case and is using its power to injure the unsecured creditors.

Harry & David's $55 million second-lien facility, in particular,
has come under fire from the creditors, who insisted the package
provides "unconscionable benefits" to senior noteholder and
bankruptcy lender Wasserstein & Co. while also handing out
"excessive fees" to other lenders, according to Dow Jones' DBR
Small Cap.

But Harry & David is standing by its proposed financing, which has
already gained interim approval from a bankruptcy judge, the
report notes.

In court papers filed Monday, the report says, the retailer
acknowledged that while it too might prefer more "advantageous
terms," the financing represents the best of what the market has
to offer the company.

         Objection to Backstop Stock Purchase Deal

BankruptcyData.com reports that Harry & David Holdings' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection to the Debtors' motions for orders approving
and assuming a backstop stock purchase agreement and authorizing
the Debtors to distribute an accredited investor questionnaire to
their unsecured creditors, (ii) approving procedures related
thereto and (iii) setting the rights offering record date.

BData says the committee asserts, "If the Court grants the relief
sought in the Backstop Motion and the Accredited Investor Motion
as proposed, the final outcome of this case will have already been
determined. Wasserstein will obtain a recovery well in excess of
any new value provided during the cases on account of its control
of the Debtors.  Meanwhile, the Prejudiced Creditors will receive
very little value under the plan."

The committee also filed an objection to the Debtors' motion for
an order extending the time within which the Debtors must file
their schedules and statements of financial affairs.

               Objection to Final Loan Approval

Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the official creditors' committee for Harry & David Holdings Inc.
is opposing final approval of financing for the reorganization.
The committee objects to how Wasserstein & Co., which owns 63% of
the stock, would receive a release from potential claims after a
too-short period for investigation.  The committee also contends
that the $50,000 budget allotted for an investigation is
insufficient.  Wasserstein is also the largest holder of senior
notes, the biggest lender for the Chapter 11 case, and the
predominant party providing a backstop for a rights offering.
The committee contends that fees to the lenders are "excessive."
The amounts of the fees haven't been disclosed publicly.

The final financing hearing is set for April 27.

                        Pre-Arranged Plan

As reported in the March 29, 2011 edition of the Troubled Company
Reporter, Harry & David announced that it has reached an agreement
with holders of 81% of its senior notes on the terms of a
reorganization that will eliminate substantial indebtedness and
provide equity financing to restructure the Company's balance
sheet.

The Plan Support Agreement provides that the Debtors must file a
Chapter 11 plan on the terms agreed by the parties no later than
May 16, 2011.  The Plan must be confirmed by Sept. 12, 2011, and
the Debtors must exit bankruptcy by Oct. 1, 2011.

Reorganize Harry & David will issue 1 million shares on the
effective date of the Plan.  HD will raise $55 million in capital
through the consummation of the rights offering.  Participants in
the rights offering can subscribe to the shares at an exercise
price of $75 per share, reflecting a 25% discount to the Plan's
implied equity value of $100 per share.  The rights offering will
be backstopped by certain holders of the Notes.

                $100-Mil. Loan Approved on Interim

The Debtors have received interim authorization from the Hon. Mary
F. Walrath to obtain up to $100 million in first priority senior
secured revolving credit facility from a syndicate of lenders led
by UBS AG as administrative agent and Ally Commercial Finance LLC
as collateral agent.  The DIP Lenders have committed to provide up
to $100 million in first priority senior secured revolving credit
facility.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
said the Debtors need the money to fund their Chapter 11 case, and
pay suppliers and other parties.  A copy of the financing
agreement is available for free at:

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

The DIP facility will mature 12 months from the Petition Date.
The DIP facility will incur interest at LIBOR plus 3.75%, payable
as required in the Existing Credit Agreement; Base Rate plus
2.75%, payable monthly.  In the event of default, the Debtors will
pay an additional 2.00% default interest per annum.

The borrower will be required to make mandatory payments of all
outstanding loans during the month of December as required by the
Existing Credit Agreement -- credit agreement dated March 20,
2006.  The credit parties will be required to maintain minimum
available cash as required by the Existing Credit Agreement.

The Debtors are required to pay: (A) an unused line fee -- 1.00%
per annum based upon the average daily unused amount of the DIP
Facility Commitments, calculated and payable per the terms of the
Existing Credit Agreement; (B) (i) letters of credit fees equal
to 0.25% per annum on the undrawn amount of all outstanding
letters of credit and (ii) letter of credit participation fees
equal to 3.75% per annum on the issued and outstanding letters of
credit.  In addition, the borrowers will also pay upon demand to
the UBS AG customary issuance, amendment and other fees; and
(C) other fees payable pursuant to the terms of a separate fee
letter with the Administrative Agent and the Collateral Agent.

The DIP Credit Facility will be secured by first priority liens on
all assets of the credit parties.

As reported by the Troubled Company Reporter on March 30, 2011,
Dow Jones' DBR Small Cap said Judge Walrath gave Harry & David the
go-ahead to use $30 million of a $55 million second-lien facility
from a group of senior noteholders and Wasserstein & Company LP,
one of Harry & David's two private equity owners.

                     Cash Collateral Use

The Debtors also obtained interim authorization to use cash
collateral until June 25, 2011.  The Prepetition Revolving
Lenders, the Revolving DIP Lenders and the DIP Note Purchasers
have consented to the Debtors' use of cash collateral.

The Debtors are party to that certain credit agreement dated as of
March 20, 2006, with UBS AG, as issuing bank, administrative
collateral agent and administrative agent; GMAC Commercial Finance
LLC, as collateral and documentation agent; UBS Securities LLC as
arranger; and UBS Loan Finance LLC as swingline lender lender,
that provided the Debtors with a $105 million revolving credit
facility.  As of the Petition Date, the Debtors had no outstanding
borrowings under the Prepetition Revolving Credit Facility.  The
Debtors have issued approximately $1 million of letters of credit
under the Prepetition Revolving Credit Facility, and the Letters
of Credit were still outstanding as of the Petition Date, but
fully collateralized.

The Debtors had approximately $58 million of Senior Floating Rate
Notes due March 1, 2012, and $140 million of Senior Fixed Rate
Notes due March 1, 2013, outstanding as of the Petition Date.  A
single indenture, dated February 25, 2005, governs both series of
Prepetition Notes and Wells Fargo Bank, N.A. is the indenture
trustee.  In fiscal 2008 and fiscal 2009, the Debtors repurchased
approximately $34.8 million of then outstanding Senior Fixed Rate
Notes and $11.8 million of the then outstanding Senior Floating
Rate Notes.  The Debtors officially cancelled $22.2 million of the
repurchased Senior Fixed Rate Notes and $2 million of the
repurchased Senior Floating Rate Notes, and the Debtors hold the
remaining repurchased notes.

In exchange for the use of cash collateral, the Debtors will
(a) grant to the lenders under the Existing Credit Agreement
replacement liens on all of the DIP collateral, subordinate only
to the liens in favor of the DIP credit facility and the Term B
Facility, the Carve-Out and permitted liens, (b) provide for a
superpriority administrative claim, subject only to the claims of
the DIP Credit Facility, the Carve-Out, and the claims of the Term
B Facility, (c) timely pay the reasonable fees and out-of-pocket
expenses of the professionals retained by the lenders under the
Existing Credit Agreement, and (d) timely pay in cash interest
due, if any, under the Existing Credit Agreement at the rate in
effect on the day before the Petition Date.

                         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
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.


HARTEX VENTURES: Days Inns Wins Default Judgment in License Rift
----------------------------------------------------------------
Senior District Judge William H. Walls granted the motion by Days
Inns Worldwide, Inc., for default judgment against Hartex
Ventures, Inc.  The motion is unopposed.

The parties' rift arises out of a license agreement dated Jan. 3,
2007, which permitted Hartex to operate a 121-room guest lodging
facility in Corpus Christi, Texas.  Plaintiff alleges that, under
the agreement, Hartex was obligated to operate the facility for a
term of 15 years.  Hartex was also required to make periodic
payments to plaintiff for royalties, service assessments, taxes,
interest, reservation system user fees, annual conference fees,
and other fees.  Defendants Janice Parten and Scott Harless
provided DIW with a guaranty of Hartex's obligations under the
License Agreement.

On May 27, 2009, plaintiff notified Hartex that it was in default
under the License Agreement and owed $64,280.07 in recurring fees.
Plaintiff later informed Hartex that, as of July 22, 2009, it owed
$78,759.59.  As of Dec. 9, 2010, the total amount of recurring
fees owed by Hartex to DIW was $176,045.43, including interest.

On Jan. 21, 2010, DIW filed suit to recover past due fees owed by
Hartex under the License Agreement.  On March 18, 2010, Harless
filed a pro se answer on behalf of himself, and purportedly on
behalf of Hartex as well.  Due to Hartex's failure to retain
counsel and respond, DIW requested entry of default, which was
entered by the Clerk of the Court against Hartex on March 18,
2010.  DIW's first motion for default judgment against Hartex was
filed on May 18, 2010, but DIW voluntarily withdrew the motion
because Hartex filed for Chapter 11 bankruptcy protection.  The
bankruptcy case involving Hartex was later dismissed, and DIW re-
filed its motion for default judgment.

The suit is Days Inns Worldwide, Inc., a Delaware Corporation, v.
Hartex Ventures, Inc., a Texas Corporation; Scott Harless, an
individual; and Janice A. Parten, an individual, Civ. No. 10-336
(D. N.J.).

A copy of the Court's March 28, 2011 Opinion is available at
http://is.gd/chwWSefrom Leagle.com.


HASSEN REAL ESTATE: Case Reassigned to Judge Ernest Robles
----------------------------------------------------------
Judge Ernest M. Robles has been added to Hassen Real Estate
Partnership's Chapter 11 bankruptcy case.  Involvement of Judge
Richard M. Neiter in the case has been terminated.

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

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

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


INTCOMEX INC: Moody's Affirms 'B3' Corporate; Outlook Now Negative
------------------------------------------------------------------
Moody's Investors Service affirmed Intcomex, Inc.'s B3 Corporate
Family Rating (CFR), the B3 rating for the Company's senior
secured notes, its SGL-3 liquidity rating, and changed the ratings
outlook to negative from stable.

These ratings were affirmed:

   Issuer: Intcomex, Inc.

   -- Corporate-Family Rating -- B3

   -- Probability of Default Rating -- B3

   -- $120 million second-lien senior secured notes due 2014 --
      B3, LGD3 - 49% (changed from 48%)

   -- Speculative grade liquidity at SGL-3

   -- Outlook, Changed To Negative From Stable

Rating Rationale

The negative outlook reflects erosion in Intcomex's profitability
and its weak cash flow generation relative to expectations, and
the execution challenges faced by the Company in improving cash
flow generation.  Intcomex's liquidity deteriorated as the Company
experienced large build-up of inventories relative to demand
during much of 2010, although it corrected some of its excess
inventories during 4Q 2010.  Despite Intcomex's good revenue
growth in 2010, deterioration in operating margins, coupled with
high levels of working capital, contributed to free cash flow
deficit.  While Moody's believes that the $15 million of equity
infusion by Brightpoint temporarily alleviates the pressure on
Intcomex's liquidity, the negative outlook reflects Moody's
expectations that Intcomex's debt-to-EBITDA leverage will remain
elevated at about 5.0x over the next 12 months and the Company is
expected to operate with thin liquidity cushion until its
profitability improves.  Moody's notes that the Company's working
capital intensive business model requires maintaining good
financial flexibility.

The affirmation of the B3 CFR reflects Moody's expectations of
gradual turn around in Intcomex's operating performance during
2011, driven by revenue growth, increase in operating margins and
improved working capital management.  Moody's expects Intcomex's
revenue growth to continue to benefit from strong demand for IT
products in fast growing economies in the Latin American region
and the introduction of new products in distribution channels.
The rating agency expects Intcomex's operating margins to expand
during 2011 reflecting improved inventory controls and shift in
product mix towards higher margin products.

The B3 CFR is constrained by Intcomex's high financial risk,
including very high leverage of about 6.0x at year-end 2010
(Moody's adjusted), weak interest coverage and free cash flow
deficit.  The rating considers the Company's highly competitive
operating environment, its modest scale relative to large-scale
technology distributors, and high geographic concentration of
revenues that are generated from countries in Latin America and
the Caribbean, which are potentially subject to economic and
foreign currency volatility.  The B3 rating is supported by
Intcomex's good market position and diversified customer base
within the region.  The rating benefits from moderate barriers to
entry in certain of Intcomex's markets due to the difficulties of
conducting business in Latin America, although competition from
large-scale broadline IT distributors and OEMs selling direct to
high-volume markets is expected to increase in the future.

Intcomex's SGL-3 liquidity rating reflects Moody's expectations
that the Company will maintain adequate liquidity in the near
term, characterized by modest borrowing availability under its
U.S. credit facility, its thin operating cushion under financial
covenants and weak free cash flow generation.

Moody's could stabilize Intcomex's ratings outlook if the Company
maintains good liquidity and its operating performance improves
such that free cash flow grows to mid-to-high single digit
percentages of total debt and Debt-to-EBITDA leverage could be
sustained below 5.0x.

Conversely, the rating would likely be downgraded if Intcomex's
liquidity deteriorates, free cash flow remains materially
negative, and the Company is unable to reduce and maintain
leverage below 5.0x.

The principal methodologies used in this rating were Global EMS &
IT Distribution Industries published in December 2008 and Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Intcomex, Inc., headquartered in Miami, Florida, is a distributor
of information technology products in 41 countries in Latin
America and the Caribbean. The Company generated slightly over
$1 billion in annual revenues in 2010.


INTEGRA BANK: Common Stock Delisted From Nasdaq
-----------------------------------------------
Integra Bank Corporation notified the U.S. Securities and Exchange
Commission regarding the voluntary removal from listing or
registration of its common stock, $1.00 stated value under The
Nasdaq Stock Market, LLC.

                           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.


IPAYMENT INC: S&P Upgrades Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Nashville-based iPayment Inc. to 'B' from 'B-'.
The outlook is stable.

"At the same time, we assigned issue-level ratings of 'B+' (one
notch higher than the corporate credit rating) to iPayment's
proposed first-lien $75 million senior secured revolver and
$375 million term loan.  We assigned recovery ratings of '2' to
this debt, indicating expectations for substantial (70%-90%)
recovery in the event of payment default," S&P noted.

"We also assigned issue-level ratings of 'CCC+' (two notches below
that corporate credit rating) to iPayment's proposed $375 million
senior unsecured notes due 2018 and to iPayment Holdings Inc.'s
(Holdco) proposed $150 million senior payment-in-kind (PIK) note
due 2018.  We assigned a recovery rating of '6' to this debt,
indicating expectations for negligible (0%-10%) recovery in
the event of a payment default.  Holdco is iPayment Inc.'s direct
parent holding company," S&P continued.

"We will withdraw all ratings on the company's existing rated
facilities once these transactions close and fund," S&P said.

"The upgrade reflects our belief that iPayment's proposed
refinancings will resolve near-term covenant compliance and
liquidity concerns," said Standard & Poor's credit analyst Alfred
Bonfantini.  "We have also revised our business risk profile to
weak from vulnerable to reflect the renegotiated outsourced
transaction processing agreement with First Data, which has
reduced overall and incremental transaction processing costs and
allowed for increased new merchant and independent sales
organizations (ISO) signings."

"The revised business risk profile also incorporates Standard &
Poor's favorable view of long-term business trends for the
electronic payment processing industry in general, but the small-
to-midsize segment specifically," added Mr. Bonfantini.


ISLE OF CAPRI: S&P Assigns 'BB-' Rating on $800MM Credit Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned St. Louis-
based Isle of Capri Casinos Inc.'s $800 million senior secured
credit facility its 'BB-' issue-level rating (two notches higher
than the 'B' corporate credit rating).  "We also assigned this
debt a recovery rating of '1', indicating our expectation of very
high (90%-100%) recovery for lenders in the event of a default.
The new credit facility consists of a $300 million revolving
credit facility and a $500 million term loan.  The credit facility
matures Nov. 1, 2013, unless the company refinances its existing
$357 million 7% senior subordinated notes prior to that date.  If
this refinancing event occurs, the revolver matures March 25,
2016, and the term loan on March 25, 2017," S&P stated.

The issuer used the proceeds from the new credit facility along
with proceeds from the recent issuance of $300 million of 7.75%
senior notes due 2019 to repay term loan debt outstanding under
its previous credit facility.  As of Jan. 23, 2011, the
outstanding principal of the term loan was $811 million.

"Our ratings assignment follows the closing of the company's new
credit facility and our review of final documentation," according
to S&P.

The corporate credit rating on Isle of Capri remains unchanged at
'B'.  The rating outlook is stable.

"Our 'B' rating reflects Isle of Capri's highly leveraged capital
structure and vulnerability to competitive pressures because of
the second-tier market position of many of its properties," said
Standard & Poor's credit analyst Melissa Long.  The company's
geographically diverse portfolio, good interest coverage, and
limited near-term maturities partially offset these factors.
Isle owns and operates 15 gaming facilities in the U.S.


JEFFERSON COUNTY: Receiver Wants Control of Cash in Bankruptcy
--------------------------------------------------------------
Barnett Wright, writing for The Birmingham News, reports that John
S. Young, the court-appointed receiver who oversees Jefferson
County's sewer system, has asked the county for control over the
system's $257 million in cash and investments in case the
financially troubled county files bankruptcy.

The move, according to the report, would expand Mr. Young's
authority.  Mr. Young is pushing for double-digit increases in
rates to pay sewer system creditors who are owed $3.2 billion.
Currently, Jeff Hager, the county's chief financial officer,
controls the flow of the money.

Birmingham News also reports that several Jefferson County
commissioners say the county is "moving closer" to bankruptcy as a
result of its general fund cash crunch and other fiscal woes.  The
cash and investments for the sewer department total $257,509,000,
according to 2010 unaudited figures.  Most of that money is
unspent proceeds from warrants used to fund capital expenditures
in the sewer department and kept in an account at Regions Bank,
according to county officials.

Also included in the sewer revenues account, according to
Birmingham News, is the operations fund, which is generated
primarily through user charges, impact fees and designated
property taxes.  The amount in that fund fluctuates during the
month and peaks at about $14 million.  The report says it can dip
as low as $2 million after the net revenues of the system are
transferred by law to Bank of New York Mellon, the trustee over
much of the county's $3.2 billion sewer debt, at the end of the
month.


LA BOTA DEVELOPMENT: Confirmation Hearing Continued Until May 23
----------------------------------------------------------------
The Hon. Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas has continued until May 23, 2011, at
3:00 p.m., the hearing to consider the confirmation of La Bota
Development Company Inc. and debtor-affiliate Laredo Rock Tech
Sand & Gravel, L.P.'s Joint Plan of Reorganization.

As reported in the Troubled Company Reporter on Oct. 7, 2010,
the Plan provides that the Debtors will satisfy (i) all allowed
secured claims to the extent of the value of their collateral;
(ii) all administrative claims will be paid under the terms of the
Joint Plan from the Distributable Proceeds; and (iii) all allowed
unsecured claims of both La Bota and Rock Tech will be paid in
full.

Satisfaction of La Bota's creditor's claims will be derived from
the transfer of certain real property and post-confirmation
operating revenue.  Payment of Rock Tech's Creditor's claims will
be derived from post-confirmation operating revenue and other
monies that may be available to satisfy the indebtedness.

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

                    About La Bota Development

Sugar Land, Texas-based La Bota Development Company, Inc.,
is a real estate development company that owns and sells
residential and commercial real estate to developers.  It also
owns a mobile home park in Nueces County, Texas and a mini-storage
facility in Harris County, Texas.

La Bota filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 10-20376) on May 3, 2010.  The Company estimated
$50 million to $100 million in assets and $10 million to
$50 million in liabilities in its petition.

Debtor-affiliate Laredo Rock Tech Sand & Gravel, L.P., mines,
extracts and sells sand and gravel in Webb County, Texas.  Laredo
Rock filed a separate petition for Chapter 11 bankruptcy
protection on May 3, 2010 (Bankr. S.D. Tex. Case No.
10-20377).  In its petition, the Debtors disclosed assets of
$1,244,770 and debts of $1,501,506.

The cases are jointly administered under Case No. 10-23076.


LAKE PLEASANT: Discloses Largest Unsecured Creditor
---------------------------------------------------
Lake Pleasant Group, LLP filed with U.S. Bankruptcy Court for the
District of Arizona a list of its 20 largest unsecured creditors
that contains only one entry.

  Entity                         Nature of Claim      Claim Amount
  ------                         ---------------      ------------
Bo-Nine Ranch LLC
3325 W. Behrend Dr.
Phoenix, AZ 85027                  Grazing Lease $4,575

Phoenix, Arizona-based Lake Pleasant Group, LLP, filed for Chapter
11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-10170) on
April 13, 2011.  Mark W. Roth, Esq., at Polsinelli Shughart P.C.,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliate DLGC II, LLC (Bankr. D. Ariz. Case No. 11-10174) filed a
separate Chapter 11 petition on April 13, 2011.


LAKE PLEASANT: Has OK to Tap Polsinelli Shughart as Bankr. Counsel
------------------------------------------------------------------
Lake Pleasant Group, LLP, sought and obtained authorization from
the Hon. Redfield T. Baum, Sr., of the U.S. Bankruptcy Court for
the District of Arizona to employ Polsinelli Shughart PC as
bankruptcy counsel.

Polsinelli Shughart can be reached at:

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

Polsinelli Shughart will be paid $135 to $600 per hour for its
services.

To the best of the Debtor's knowledge, Polsinelli Shughart is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

Phoenix, Arizona-based Lake Pleasant Group, LLP, filed for Chapter
11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-10170) on
April 13, 2011.  The Debtor estimated its assets and debts at
$10 million to $50 million.

Affiliate DLGC II, LLC (Bankr. D. Ariz. Case No. 11-10174) filed a
separate Chapter 11 petition on April 13, 2011.


LANDMARK WEST: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Landmark West, LLC
        a California Limited Liability Company
        3640 Grand Avenue, Suite 207
        Oakland, CA 94610

Bankruptcy Case No.: 11-44240

Chapter 11 Petition Date: April 19, 2011

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Darvy Mack Cohan, Esq.
                  LAW OFFICES OF DARVY MACK COHAN
                  7855 Ivanhoe Ave. #400
                  La Jolla, CA 92037
                  Tel: (858) 459-4432
                  E-mail: dmc@cohanlaw.com

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

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

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

The petition was signed by Daniel Lieberman, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Kensington Apartment Properties, LLC   10-73976   12/06/10


LEHMAN BROTHERS: LBI Has Deal with JPM on Return of $800-Mil.
-------------------------------------------------------------
JPMorgan Chase & Co. has reached an agreement with the Lehman
Brothers Inc. Trustee to return more than $800 million in Lehman
customer assets to the LBI Estate for distribution to its customer
claimants.  The agreement will have no material financial impact
on JPMorgan Chase.

JPMorgan worked closely with the Trustee and voluntarily provided
significant assistance to the Trustee.  The predominant source of
the returned assets will be from cash and securities from LBI
accounts that JPMorgan had set aside and held pending a resolution
with the Trustee.

The Trustee said today: "JPMorgan's constructive approach in
resolving this matter is consistent with JPMorgan's spirit, and
course, of cooperation in addressing issues implicating claims to
customer property."

The agreement is subject to the approval of the United States
Bankruptcy Court of the Southern District of New York.

                    About JPMorgan Chase & Co.

JPMorgan Chase & Co. -- http://www.jpmorganchase.com/-- is a
leading global financial services firm with assets of $2.2
trillion and operations in more than 60 countries.  The firm is a
leader in investment banking, financial services for consumers,
small business and commercial banking, financial transaction
processing, asset management and private equity.  A component of
the Dow Jones Industrial Average, JPMorgan Chase & Co. serves
millions of consumers in the United States and many of the world's
most prominent corporate, institutional and government clients
under its J.P. Morgan and Chase brands.

                     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)


LODGENET INTERACTIVE: Lowers First Quarter Net Loss to $908,000
---------------------------------------------------------------
LodgeNet Interactive Corporation reported a net loss of $908,000
on $107.73 million of total revenues for the three months ended
March 31, 2011, compared with a net loss of $2.50 million on
$118.05 million of total revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2011 showed
$439.21 million in total assets, $490.67 million in total
liabilities, and $51.46 million in total stockholders' deficiency.

"We are pleased with our performance during the first quarter.  We
achieved our financial guidance for the quarter while continuing
our strategic focus on strengthening our balance sheet and driving
revenue growth from our strategic initiatives," said Scott C.
Petersen, LodgeNet Chairman and CEO.  "We continued to increase
per-room revenue within our hospitality business from non-guest
entertainment sources and we believe our balance sheet is now well
positioned to support significant growth of our high-definition
interactive television room base."

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

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $11.68 million on $452.17
million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.15 million on $484.49 million of
total revenue during the prior year.

                        *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LYONDELLBASELL INDUSTRIES: S&P Raises Corp. Credit Rating to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on LyondellBasell Industries N.V. to 'BB-' from
'B+'.  LyondellBasell is incorporated in the Netherlands and has a
significant presence in North America and Europe.

"In addition, based on our updated recovery analysis, we raised
our senior secured debt rating on subsidiary Lyondell Chemical
Co.'s first-lien debt to 'BB+' from 'BB' and maintained the '1'
recovery rating.  This indicates our expectation of very high
(90%-100%) recovery in the event of a payment default.
Furthermore, we raised the third-lien secured debt rating to 'BB-'
from 'B' and revised the recovery rating to '3' from '5'. This
indicates our expectation of meaningful (50%-70%) recovery in the
event of a payment default," S&P stated.

S&P continued, "At the same time, we removed all the ratings from
CreditWatch, where they had been placed with positive implications
on Nov. 18, 2010.  The outlook is positive."

"The upgrade reflects the company's better-than-expected earnings
and cash flow since emergence from bankruptcy, considerable debt
reduction, and improved industry fundamentals," said Standard &
Poor's credit analyst Cynthia Werneth.

The ratings on LyondellBasell reflect its fair business risk
profile and significant financial risk profile.  The company is a
leading global petrochemical producer with 2010 sales of more than
$40 billion.  The majority of its products are cyclical
commodities such as ethylene, propylene, and their derivatives
including various plastic resins used to manufacture a wide
variety of durable goods and consumer products.  In addition, the
company produces automotive and other fuels at two refineries in
the U.S. and France.

The outlook is positive.  "We believe LyondellBasell's business
risk profile, operating performance, debt leverage, and liquidity
would likely support a somewhat higher rating.  However, in order
to consider an upgrade, we would have to be satisfied with the
effectiveness of the company's corporate governance and be
convinced that the company's long-term business strategy and
financial policies would also be consistent with a higher rating.
We will continue to evaluate these issues following the
establishment of an independent supervisory board and could
consider an upgrade within the next year," S&P stated.


LYONDELL CHEMICAL: Resolves $2-Mil. Claim Against Interplastic
--------------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that Lyondell Chemical
Co. on April 20, 2011, settled a New York bankruptcy court claim
that Interplastic Corp. owed it $2 million in debt and damages
under contracts the companies signed prior to now-solvent
Lyondell's January 2009 bankruptcy filing.

According to Law360, the settlement approved by U.S. Bankruptcy
Judge Robert E. Gerber calls for Interplastic to pay Lyondell
$442,788 and to drop the allegedly secured claim of $810,539 it
had lodged against Lyondell's estate.

                      About Lyondell Chemical

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

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

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

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


MACDERMID INC: Moody's Raises Corporate Family Rating to 'B2'
-------------------------------------------------------------
Moody's Investors Service raised MacDermid Incorporated's
(MacDermid) Corporate Family Rating (CFR) to B2 from B3, ratings
on the revolving credit facility and term loan to Ba3 from B2 and
rating on the subordinated notes to Caa1 from Caa2.  The rating
upgrade follows improved operating performance as sales continue
to improve and profits benefit from operating leverage after
significant restructuring efforts.  Anticipation that end markets
will remain stable or continue to improve as well as solid cash
levels and liquidity expectations support the rating increase.
The outlook is stable.

MacDermid, Incorporated

Ratings upgraded:

   -- Corporate Family Rating --B2 from B3

   -- Probability of Default Rating --B2 from B3

   -- $50mm Gtd sr sec revolving credit facility due 2013 -- Ba3
      (LGD2, 29%) from B2 (LGD3, 33%)

   -- $360mm Gtd sr sec term loan due 2014 -- Ba3 (LGD2, 29%) from
      B2 (LGD3, 33%)

   -- Euro Gtd sr sec term loan due 2014 -- Ba3 (LGD2, 29%) from
      B2 (LGD3, 33%)

   -- $350mm Gtd sr subordinated notes due 2017 -- Caa1 (LGD5,
      84%) from Caa2 (LGD5, 85%)

Outlook: Stable

Rating Rationale

The upgrade in MacDermid's B2 CFR reflects the operating
improvements experienced over the past year and Moody's
expectations that the company will continue to grow its revenues
and cash flows as its core electronics, industrial and offshore
markets support steady demand for its products.  New applications
for existing products and modest growth in existing end markets
are expected to support growth.  The company's profits have
benefited from past restructuring efforts and operating leverage
as sales volumes have improved, allowing the company to produce
record profits on sales that remain below peak levels.  While some
costs will naturally increase as sales grow, Moody's expects the
company to continue to enjoy strong EBITDA margins (24% for 2010,
up from 19% for 2009).

MacDermid's B2 CFR reflects the company's significant debt and
interest expense burden as well as a favorable business
environment supporting steady volume growth.  The ratings are
supported by MacDermid's strong market positions in certain niche
markets, improving margins reflective of more specialty-type
products, modest capital expenditure requirements, and limited
exposure to volatile raw materials costs.  The majority of
MacDermid's raw materials are not petrochemical-based and
therefore the company does not experience the same cost pressures
as other chemical firms.  The company benefits from geographic,
operational and product diversity through its global footprint
with significant operations in the US, Europe, and Asia as well as
a diverse revenue stream.

MacDermid's liquidity is supported by expectations for positive
free cash flow in 2011, strong cash balances ($107 million as of
Dec. 31, 2010) and availability under its $50 million revolving
credit facility due 2013.  Moody's expects the continuation of
positive free cash flows as long as sales volumes remain at
current levels or advance further.  The company has been carrying
high cash balances to maintain strong liquidity.

The stable outlook reflects expectations that demand for
MacDermid's products in its core industrial, electronics and
offshore solutions markets will grow modestly and be supplemented
by new applications and markets for its products.  Profits will
continue to benefit from past restructuring activities and will be
sufficient for MacDermid to service its debt obligations.  There
is limited upside to the rating at this time as the high leverage
restricts the rating.  Before an upgrade could be considered,
Moody's would expect MacDermid to demonstrate the ability to
continue growing its sales and cash flows and lower its leverage
below 4.5x on a sustained basis.  MacDermid's ratings or outlook
will be under pressure if its 2011 sales and EBITDA results
deteriorate, if it fails to generate meaningful free cash flow, or
if liquidity declines.

The principal methodology used in rating MacDermid Incorporated
was the Global Chemical Industry Methodology, published December
2009.  Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

MacDermid, Incorporated, is a global manufacturer of a variety of
chemicals and technical services for a range of applications and
markets including; metal and plastic finishing, electronics,
graphic arts, and offshore drilling.  In April 2007, MacDermid was
taken private through a management led buy-out and is currently
owned by investment funds managed by Court Square Capital Partners
and Weston Presidio, and by MacDermid management, including Daniel
Leever, its Chairman & CEO.  The company maintains its
headquarters in Denver, Colorado and operates facilities
worldwide.  Revenues for the fiscal year ending Dec. 31, 2010,
were $694 million.


MAJESTIC CAPITAL: Receives Nasdaq Delisting Notice
--------------------------------------------------
Majestic Capital, Ltd., received a letter on April 15, 2011 from
the Nasdaq Stock Market (Nasdaq) stating that it failed to timely
file its Annual Report on Form 10-K for the year ended Dec. 31,
2010, and as a result, no longer complies with the rules required
for continued listing on the Nasdaq Capital Market under Nasdaq
Listing Rule 5250(c)(1).

Majestic Capital was provided with an initial period of 60
calendar days, or until June 14, 2011, during which to submit a
plan to regain compliance, and if Nasdaq accepts Majestic
Capital's plan, they may grant an extension of 180 calendar days,
or until Oct. 12, 2011, during which Majestic Capital can regain
compliance.  If Majestic Capital does not regain compliance, the
Nasdaq staff will provide written notice that Majestic Capital's
common stock is subject to delisting.

Majestic Capital intends to file its Annual Report on Form 10-K
for the year ended Dec. 31, 2010 with the Securities and Exchange
Commission prior to the end of April 2011.

                    About Majestic Capital, Ltd.

Majestic Capital -- http://www.MajesticCapital.com/-- , through
its subsidiaries, is a specialty provider of workers' compensation
insurance products and services.


MARONDA HOMES: Has Interim OK to Pay Critical Vendors' Claims
-------------------------------------------------------------
Maronda Homes, Inc., et al., sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Western
District of Pennsylvania to pay the prepetition claims of critical
vendors and critical service providers, to honor and pay
prepetition obligations to customers, and to pay certain real
estate tax claims up to $4 million.

Payments within the first 30 days should not exceed $2 million.
The Debtor will file bi-weekly reports of payments made.

The Debtors have been current on their payments to Critical
Vendors.  The amounts due as of the Petition Date to Critical
Vendors have been almost exclusively incurred within the last 30
days or less, and the Debtors estimate that most of this total is
on account of essential goods and services that were received
during the 20-day period before the Petition Date.  Accordingly, a
substantial portion of the claims of Critical Vendors will be
dedicated to claims that would in any event be entitled to
administrative priority status.

The Debtors believe that payment of the prepetition claims of
Critical Vendors is vital to the Debtors' reorganization efforts
because the same Critical Vendors will be used to provide Goods
and Services for Debtors' postpetition construction activity and
are the only reasonable source from which the Debtors can procure
certain goods or services within a timeframe that would permit the
Debtors to avoid shutdowns or delays in established construction
schedules and fulfillment of contractually binding delivery dates.

According to the Debtors, it is also essential that they be
authorized to fulfill and pay obligations that were incurred to
customers at prepetition closings on sold homes.  The Debtors
estimate that the aggregate amount of these items is less than
$1 million.  The Debtors seek entry of a court order authorizing
the Debtors to honor obligations to those customers where the
obligations remain outstanding on closings that occurred
prepetition.

Other customers of the Debtors executed a prepetition contract for
the purchase of a dwelling to be constructed by one of the Debtors
and, in almost all cases, the customers placed a deposit with the
Debtors in connection with the contract.  The deposits are
credited to the customers at a closing that occurs after
construction of the home.  The Debtors estimate that, as of the
Petition Date, they have received deposits from customers totaling
approximately $920,000.

According to the Debtors, closings on completed dwellings cannot
occur without payment of real estate taxes at closing so that
Debtors can convey insurable title.  Title companies won't provide
title insurance, and lenders will not provide mortgage financing
for customers unless accrued real estate taxes are paid at
closing.  These Debtors close transactions on a regular basis and
closings will occur this week.  The Debtors need to be able to
provide assurances to their customers, the title companies that
furnish title insurance and lenders providing mortgage financing
that the Debtors' share of the real estate taxes have been paid so
that the closings can occur.  Disruption in the ability to close
these sales will result in loss of revenue and the loss of
existing and future customers.  Because taxes have been paid
currently, the pro-rated amounts of additional taxes due at
closing on any sale are minor.

The failure to pay the Critical Vendor Claims would, in the
Debtors' business judgment, result in Critical Vendors refusing to
provide Goods or Services to the Debtors postpetition and the
failure to realize proceeds from sale closings.  "Any shutdown in
the Debtors' operations resulting from a refusal by Critical
Vendors to ship products or perform labor and services would have
immediate, and severe, adverse repercussions on the Debtors'
customers and its business," the Debtors say.

According to the Debtors, completing pending construction
contracts is also essential to the Debtors' business.  "It is
critical to the Debtors' rehabilitation and ongoing marketing
efforts that the Debtors be able to assure existing and new
customers from the outset of this bankruptcy that the Debtors are
able to and authorized by the Court to fully perform their
construction agreements and to honor and credit deposits received
from the customers," the Debtors say.

The Court has set a final hearing for May 26, 2011, at 11:00 a.m.
on the Debtor's request to pay critical vendors.

                        About Maronda Homes

Maronda Homes, Inc., based in Clinton, Pennsylvania, near
Pittsburgh, builds homes in Florida, Pennsylvania, Georgia and
Kentucky.  It filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Pa. Case No. 11-22418) on April 18, 2011.  Joseph F.
McDonough, Esq., at Manion Mcdonough & Lucas, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets
at $100 million to $500 million and debts at $50 million to
$100 million.

Affiliates Maronda Homes, Inc. of Ohio (Bankr. W.D. Pa. Case No.
11-22422) and Maronda Homes of Cincinnati, LLC (Bankr. W.D. Pa.
Case No. 11-22424) simultaneously filed separate Chapter 11
petitions on April 18, 2011.


MARONDA HOMES: Has OK to Close Sales of Homes & Transfer Title
--------------------------------------------------------------
Maronda Homes, Inc., sought and obtained authorization from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
close sales of homes and transfer title at closings free and clear
of liens.

The Court authorized Maronda Home, Inc., Maronda Homes, Inc. of
Ohio, and Maronda Homes of Cincinnati, LLC, and their wholly owned
subsidiaries to proceed with all closings on sales of homes
scheduled in the ordinary course on and after April 18, 2011.  The
title transferred will be free and clear of all liens.

The authorization is necessary so that the closings are not
delayed and can occur as scheduled, so that the Debtors can
satisfy their obligations to transfer title free and clear of all
liens, and so that the purchasers of the homes can obtain the
mortgage financing and title insurance required to close.

In the ordinary course of their businesses, the Debtors enter into
agreements to construct and sell homes to customers and, with
respect to each Debtor, closings on the transfer of completed
homes occur on a routine and daily basis.  The Debtors are
contractually required at closing to provide marketable title to
the properties free and clear of liens so that the purchasers can
obtain necessary title insurance and mortgage financing and
thereby be able to purchase the properties.  To effectuate those
closings that are scheduled, the Debtors require a court order
authorizing the Debtors and their wholly owned subsidiaries4 to
proceed with the closings, permitting Debtors and their wholly
owned subsidiaries to transfer title to the properties free and
clear of any liens and directing any lienholders to release their
liens on the properties.  The court order is necessary so that
Debtors, as debtors-in-possession, can provide assurances to the
participants of the closings -- home buyers, title companies,
closing agents and mortgage lenders -- that Debtors can meet the
requirement to transfer free and clear title.

The Debtors said that in the absence of court order, the Debtors
won't be able to assure the title companies issuing title
insurance for transactions that the title will be conveyed free
and clear of liens, and the purchasers will be unable to meet the
terms of their financing.

"In addition to the inconvenience and cost to the participants,
such events could constitute breaches of the Debtors agreements
with its customers and the consequences would include the loss of
customers and sale proceeds to the Debtors, increased claims
against the Debtor estates, and the incurrence of additional costs
and expenses," the Debtors stated.

Several of the properties to be sold by the Debtors at upcoming
closings are subject to a mortgage in favor of the lenders.  For
those closings to occur, the mortgage lien of the lenders on those
properties must be released.  Prepetition, the lenders released
the lien of their mortgages at closings in the ordinary course,
although in the last six months the lenders did so only on the
condition that all of the net proceeds of sales be delivered to
the lenders.

The Debtors have filed a motion for interim order authorizing the
use of cash collateral which is pending before the Court, and in
which the Debtors request authorization to use the net proceeds of
sales as cash collateral.  Because of the detrimental impact a
delay in scheduled closings would have on innocent third parties,
the scheduled closings should be authorized to occur with the
necessary release of liens, including those of the lenders.   The
Debtors propose that the court order provide that the liens
transfer to the proceeds pending ruling by the Court on the
emergency motion for interim order authorizing the use of cash
collateral.  The Debtors are not aware of any liens encumbering
properties to be sold other than the mortgages of the lenders.

                       About Maronda Homes

Maronda Homes, Inc., based in Clinton, Pennsylvania, near
Pittsburgh, builds homes in Florida, Pennsylvania, Georgia and
Kentucky.  It filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Pa. Case No. 11-22418) on April 18, 2011.  Joseph F.
McDonough, Esq., at Manion Mcdonough & Lucas, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets
at $100 million to $500 million and debts at $50 million to
$100 million.

Affiliates Maronda Homes, Inc. of Ohio (Bankr. W.D. Pa. Case No.
11-22422) and Maronda Homes of Cincinnati, LLC (Bankr. W.D. Pa.
Case No. 11-22424) simultaneously filed separate Chapter 11
petitions on April 18, 2011.


MERCANTILE BANCORP: Recurring Losses Cue Going Concern Doubt
------------------------------------------------------------
Mercantile Bancorp, Inc., filed on April 15, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

BKD, LLP, in Decatur, Illinois, expressed substantial doubt about
Mercantile Bancorp's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses resulting from the effects of the economic downturn causing
its subsidiary banks to be undercapitalized and resulting in
consent orders to be issued by their primary regulators.

The Company reported a net loss of $50.95 million on
$24.62 million of net interest income (before provision for loan
losses) for 2010, compared with a net loss of $60.38 million on
$21.22 million of net interest income (before provision for loan
losses) for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$929.18 million in total assets, $935.22 million in total
liabilities, and a stockholders' deficit of $6.04 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/cHBbxP

Mercantile Bancorp, Inc. (NYSE Amex: MBR)
-- http://www.mercbanx.com/-- is a Quincy, Illinois-based bank
holding company with wholly-owned subsidiaries consisting of one
bank each in Illinois, Kansas, and Florida, where the Company
conducts full-service commercial and consumer banking business,
engages in mortgage banking, trust services and asset management,
and provides other financial services and products.  The Company's
largest subsidiary, Mercantile Bank, also operates branch offices
in Missouri and Indiana.


MERUELO MADDUX: Williams & Ribb Out of Equity Committee
-------------------------------------------------------
The U.S. Trustee for the Central District of California amends the
membership of the Official Committee of Equity Holders in the
Chapter 11 cases of Meruelo Maddux and its affiliates to reflect
the removal of Williams & Ribb LLP Profit Sharing Plan from the
Committee.

The Equity Committee now consists of:

      1) Taylor International Fund, Ltd.
         Attn: Stephen S. Taylor
         714 South Dearborn Street, 2nd Floor
         Chicago, IL 60605
         Tel: (312) 583-0500

      2) David A. Spinney
         280 Sheridan Road
         Winnetka, IL 60093
         Tel: (847) 446-7945

      3) Douglas J. McCaslin
         01600 S.W. Greenwood Road
         Portland, OR 97219
         Tel: (503) 243-6020

      4) David Ofman
         718 W. Melrose Street, 3W
         Chicago, IL 60657
         Tel: (847) 910-7333

      5) Kapil Tayal
         10400 Swift Stream Place, No. 107
         Columbia, MD 21044
         Tel: (312) 504-9344

                    About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case. In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


METAMORPHIX INC: Sells Business, Converts to Chapter 7
------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the Chapter 11 reorganizations of Metamorphix Inc. and subsidiary
MMI Genomics Inc. were converted last week to liquidations in
Chapter 7, at the companies' own request.  Calling themselves the
"most experienced laboratory in the world for canine DNA
identification and parentage testing," the companies sold the
business in March in exchange for debt to holders of the 12.5%
secured notes.  The company said the sale left them bereft of
assets, necessitating termination of the Chapter 11 effort.  The
noteholders swapped the assets for $5.75 million in notes and
$246,000 cash.

                      About MetaMorphix Inc.

Beltsville, Maryland-based Metamorphix, Inc. --
http://www.metamorphixinc.com-- a life sciences company, along
with its subsidiary MMI Genomics, Inc., developed tools,
technologies, and products for livestock and companion animal
health and productivity.  The Company offered systems for DNA-
based parent verification and diagnostic testing in livestock and
companion animals.

Metamorphix had been forced into Chapter 7 bankruptcy by 14
creditors owed $1.69 million.  The original case was filed on
Jan. 28, 2010, in the U.S. Bankruptcy Court for the District of
Delaware.  On Sept. 30, 2010, the Court converted the case from an
involuntary Chapter 7 to one under Chapter 11 (Bankr. D. Del. Case
No. 10-10273).

MetaMorphix's subsidiary, MMI Genomics Inc., filed for Chapter 11
(Bankr. D. Del. Case No. 10-13775) on Nov. 18, 2010.  The cases
are jointly administered under Case No. 10-10273.

Adam Hiller, Esq., Donna L. Harris, Esq., and Kevin M. Capuzzi,
Esq., at Pinckney, Harris & Weidinger, LLC, in Wilmington,
Delaware, represent the Debtors as counsel.

Metamorphix disclosed assets of $314,000 and debt of $79.5 million
in its Schedules of Assets and Liabilities.  MMI Genomics
disclosed assets of $1.28 million and debts of $10.9 million.


MGM RESORTS: Kerkorian's Tracinda Has 26.8% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Tracinda Corporation and Kirk Kerkorian
disclosed that they beneficially own 131,173,744 shares of common
stock of MGM Resorts International representing 26.8% of the
shares outstanding.  The percentage was calculated on the basis of
488,581,951 shares of common stock issued and outstanding, based
upon information contained in the Company's Preliminary Proxy
Statement, filed April 15, 2011.

Mr. Kerkorian has informed the Company that he will serve out his
current term as a director of the Company, due to expire at the
Company's Annual Meeting of Shareholders in June 2011, but will
not stand for re-election.  On April 14, 2011, the Company
announced that its Board of Directors had voted to recognize Mr.
Kerkorian as Director Emeritus upon expiration of his term as a
director.

                        About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported a net loss of $1.44 billion on $6.01 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.29 billion on $5.97 billion of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $18.96 billion
in total assets, $15.96 billion in total liabilities and $3.00
billion in total stockholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on Oct. 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed the Issuer
Default Rating at 'CCC'.  MGM's 'CCC' IDR continues to reflect a
credit profile with substantial credit risk.  MGM's probability of
default still displays a high sensitivity to an uninterrupted
recovery in the Las Vegas market, significant reliance on a
favorable refinancing and capital markets environment due to its
heavy debt maturity schedule, a highly leveraged balance sheet
despite potential debt reduction from the equity issuance, and a
weak near-term free cash profile.  In addition, MGM's obligation
under the CityCenter completion guarantee continues to escalate,
and Fitch believes the company is currently under-investing in its
properties, which will likely impact asset quality.

As reported by the TCR on March 4, 2011, Moody's upgraded MGM
Resorts International's Corporate Family rating to B3 and its
Probability of Default rating to Caa1.  The upgrade reflects signs
of modest improvement in demand trends in Las Vegas, debt
repayment during 2010 from the proceeds of equity issuances, and
completion of a new multi-year financing package for CityCenter
(MGM's 50% owned project on the Las Vegas Strip.)


MIDWAY COS: Five Partnerships in Chapter 11
-------------------------------------------
Jennifer Dawson at the Houston Business Journal reports that five
partnerships led by Midway Cos. voluntarily filed for Chapter 11
bankruptcy protection April 4 - one day before a Houston-area bank
was scheduled to foreclose on their properties.  According to the
report, the Midway partnerships collectively own 26 acres of
vacant land at the southeast corner of South Rice Avenue and
Westpark.  The Houston Dynamo soccer team looked at the combined
tract for a possible stadium site before it selected an area east
of downtown.  Houston-based Midway created a separate partnership
to buy each of the five pieces of land, which were assembled over
the last 10 years, said Brad Freels, Midway's chairman.

Midway Cos. -- http://www.midwaycompanies.com/-- is a privately
owned fully integrated real estate development and investment
firm.

Midway Rayford Partners, L.P., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 11-33024) in Houston, Texas, on April 4, 2011,
estimating assets of $1 million to $10 million and liabilities of
up to $50 million.  Affiliates that simultaneously sought Chapter
11 protection are Midway Eastside Partners, L.P., Midway Metro
Partners, L.P., Midway Rice Partners, L.P., and Midway LT, L.P.
Edward L. Rothberg, Esq., at Hoover Slovacek, LLP, in Houston,
represents the Debtors.


MISCOR GROUP: Recurring Losses Prompt Going Concern Doubt
---------------------------------------------------------
MISCOR Group, Ltd., filed on April 14, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

BDO USA, LLP, in Kalamazoo, Michigan, expressed substantial doubt
about MISCOR Group's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has significant debt service
obligations that mature prior to Dec. 31, 2011, which cannot
currently be met.

The Company reported a net loss of $11.89 million on
$33.07 million of revenues for 2010, compared with a net loss of
$20.47 million on $31.39 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$27.18 million in total assets, $17.35 million in total
liabilities, and stockholders' equity of $9.83 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/3zWJCq

Massillon, Ohio-based MISCOR Group, Ltd., through December 2010,
has divested all but one of the various businesses within the Rail
Services and its entire Construction and Engineering Services
segment.  The Company continues to actively pursue a divestiture
of HK Engine Components, LLC, within its Rail Services segment.
Prior to the divestitures the Company operated in three business
segments: Industrial Services, Construction and Engineering
Services, and Rail Services.

Through Dec. 31, 2010, the Company operated primarily in one
continuing and one discontinued business segment:

  -- Industrial Services - Providing maintenance and repair
     services to several industries including electric motor
     repair and rebuilding; maintenance and repair of electro-
     mechanical components for the wind power industry; and the
     repairing, manufacturing, and remanufacturing of industrial
     lifting magnets for the steel and scrap industries.

  -- Rail Services - Manufacturing and rebuilding power
     assemblies, engine parts, and other components related to
     large diesel engines, and providing locomotive maintenance,
     remanufacturing, and repair services for the rail industry.


MMFX CANADIAN: U.S. Trustee Re-Appoints Sherman Bros to Committee
-----------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, amended, for
the third time, the Official Committee of Unsecured Creditors of
MMFX Canadian Holdings Inc. and its debtor-affiliates to reflect
the re-appointed member -- Sherman Bros. Heavy Trucking -- to the
Committee.

The members of the Committee now consist of:

      1. Fourth Third, LLC
         Winston & Strawn, LLP
         Attn: John D. Fredericks
         101 California St., 39th Fl.
         San Francisco, CA 94111
         Tel: (415) 591-1422
         Fax: (415) 591-1400

      2. Investment Funding, Inc.
         Attn: Donald A. English, Esq.
         English & Gloven, A Professional Corp.
         550 West "C" St., No. 1800
         San Diego, CA 92101
         Tel: (619) 338-6610
         Fax: (619) 338-6657

      3. Henry B. Woo & Bessie K. Woo Foundation
         Attn: Karen W. Chin
         165 Derby Lane
         Moraga, Ca 94556
         Tel: (925) 376-1009

      4. Michael Lassiter
         on behalf of Michael & Marcia Lassiter
         36 Ashford Pl.
         Moraga, CA 94556
         Tel: (925) 631-0571

      5. Lex A. Corrales
         5057 Gadwall Circle
         Stockton, CA 95207
         Tel: (209) 631-2023

      6. Sherman Bros. Heavy Trucking
         Attn: Munnia VanDenheuvel, A/R Credit Administrator
         32921 Diamond Hill Dr.
         P.O. Box 706
         Harrisburg, OR 97446
         Tel: (541) 998-7246

                            About MMFX

Irvine, California-based MMFX International Holdings, Inc., and
MMFX Canadian Holdings, Inc., filed for Chapter 11 (Bankr. C.D.
Calif. Case Nos. 10-10085 and 10-10083) on Jan. 5, 2010.  Margaret
M. Mann, Esq., at Sheppard Mullin Richter & Hampton LLP represents
the Debtors in their restructuring efforts.  MMFX Int'l and MMFX
Canadian estimated assets and debts at $50 million to $100 million
as of the Chapter 11 filing.


MONEYGRAM INT'L: Faces Shareholders Derivative Lawsuit in Del.
--------------------------------------------------------------
A complaint was filed in the Court of Chancery of the State of
Delaware by Willie R. Pittman purporting to be a class action
complaint on behalf of all shareholders and a shareholder
derivative complaint against MoneyGram International, Inc., Thomas
H. Lee Partners, L.P., the Goldman Sachs Group, Inc., and each of
the Company's directors.

Ms. Pittman alleges in her complaint that she is a stockholder of
the Company and asserts, among other things:

   (i) breach of fiduciary duty and disclosure claims against the
       Company's directors, THL and Goldman Sachs;

  (ii) breach of the Company's certificate of incorporation claims
       against the Company, THL and Goldman Sachs; and

(iii) claims for aiding and abetting breach of fiduciary duties
       against Goldman Sachs.

Ms. Pittman purports to sue on her own behalf and on behalf of the
Company and its stockholders.  Ms. Pittman seeks to, among other
things, enjoin or rescind the proposed recapitalization of the
Company, pursuant to which, among other things, subject to the
terms and conditions in the recapitalization agreement, certain
affiliates and co-investors of THL will convert all of their
shares of Series B Preferred Stock of the Company into common
stock of the Company and certain affiliates of Goldman Sachs will
convert all of their shares of Series B-1 Preferred Stock of the
Company into shares of Series D Preferred Stock of the Company.
The Company intends to defend the lawsuit vigorously, including
opposing the request to enjoin the recapitalization.

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $5.12 billion
in total assets, $5.06 billion in total liabilities, $999.35
million in total mezzanine equity, and $942.48 million in total
stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MONTEBELLO, CA: Faces Insolvency, Taps Bankruptcy Attorneys
-----------------------------------------------------------
Jessica Garrison and Hector Becerra, writing for The Los Angeles
Times, report that Montebello, California, faces possible
insolvency in the coming months if it cannot close a gaping budget
deficit and has consulted with bankruptcy attorneys to weigh
available options, according to a memo obtained by The Times.

LA Times says the memo was written two weeks ago to the City
Council by Montebello's departing city manager, Peter Cosentini.
According to the report, the memo said the city could face the
potential of "bond default or other difficulties" if it does not
repay the $17 million it borrowed from its redevelopment agency by
June 30.

LA Times notes the city is struggling with cash flow.  The memo
said if the city cannot get a loan by September, "the functions of
local government [could] shut down."

LA Times recounts that Montebello is grappling with the
announcement that state Controller John Chiang will perform a rare
outside audit of the city's finances amid evidence that the city
has produced false or inaccurate financial reports dating back
several years.  According to LA Times, Montebello has been the
subject of several outside probes, including investigations by the
Los Angeles County district attorney's office into what happened
with two "off-the-books" city bank accounts that more than $1
million moved through in the last 12 years.

This week, LA Times reports, council members will vote on whether
to issue subpoenas to a bank to get more information on what
happened to nearly $1 million in one of the suspect accounts that
officials said went to a local restaurant developer, Hank Attina.
The city agreed to give Mr. Attina a $1 million loan, but,
according to the council agenda, officials now are questioning
whether he was paid $2 million instead, with some of the funds
moving through the off-the-books account.

According to LA Times, in a phone interview Friday afternoon, Mr.
Attina called the move a "fishing expedition."


MOUNT DIABLO: Court Finds Counsel's Fees Excessive
--------------------------------------------------
MacDonald & Associates, counsel for Mount Diablo Young Men's
Christian Association, has requested a final allowance of
attorneys fees for $309,462 and expense reimbursement for
$6,468.93.  Bankruptcy Judge Edward D. Jellen said he will allow
the fees in a reduced amount.  The Court held that the hourly
billing rate of the firm's Reno F.R. Fernandez III is excessive.
MacDonald & Associates is directed to submit a proposed order
providing for a final allowance of fees that have been
recalculated accordingly.

Mr. Fernandez charged the Debtor's estate at a rate of $335 per
hour for the time he spent prior to June 1, 2010, and at the rate
of $450 per hour thereafter.  The Court noted that Mr. Fernandez,
who had then been a member of the California State bar for two and
one-half years, on June 1, 2010, started billing at the same
hourly rate at which Iain A. MacDonald, with over 38 years of
experience, was billing at the outset of this case.

The Court finds that $335 an hour to be the more reasonable hourly
rate for Mr. Fernandez.

Judge Jellen explained that in reducing the fees, "the court is in
no way suggesting that the court observed any deficiencies in the
quality of the services Fernandez rendered, or that any such
services were not beneficial to his client. However, one the
factors that influences the establishment of a reasonable hourly
rate is experience, because of the wisdom and efficiencies that go
with it."  Judge Jellen added, "For Fernandez, such experience
will come, but as of today, it still lies ahead."

A copy of the Court's March 29, 2011 Memorandum Re Fee Application
is available at http://is.gd/bEubKefrom Leagle.com.

Mount Diablo Young Men's Christian Association filed for Chapter
11 bankruptcy (Bankr. N.D. Calif. Case No. 10-44367) on April 16,
2010.


MSCI INC: S&P Assigns 'BB+' Rating on Amended Term Loan B Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned MSCI Inc.'s
amended $1.125 billion term loan B due 2017 its 'BB+' issue-level
rating (one notch higher than the 'BB' corporate credit rating
on the company).  "The recovery rating on this debt is '2',
indicating our expectation of substantial (70%-90%) recovery
for lenders in the event of a payment default," S&P noted.

The ratings on MSCI reflect consistent profitability through the
financial industry downturn, good free cash flow, and Standard &
Poor's expectation that continued integration of RiskMetrics will
result in positive operating momentum.  "These factors partially
offset what we consider an aggressive growth strategy and the
resultant temporary spikes in leverage," S&P stated.

MSCI is a provider of investment decision support tools, including
indices, portfolio risk and performance analytics, and corporate
governance products and services.  Major products include global
equity indices marketed under MSCI brand and risk and portfolio
management analytics sold under RiskMetrics and Barra brands.
Acquisition of RiskMetrics in 2010 added risk management and
governance capabilities and somewhat diversified its product
portfolio.  MSCI's asset-based fee (ABF) revenues, which are part
of the index products, are based on the clients' assets under
management (AUM) linked to MSCI indices and are growing rapidly
from a small base.

"We consider MSCI's business risk profile fair.  Its mostly
subscription-based revenues are recurring, with overall client
retention rates in the high-80% area, and have helped the company
maintain revenue and EBITDA growth through the recent severe
financial industry downturn.  The revenue base is relatively
diverse, with top-10 customers accounting for 25% of revenues and
almost half of revenues coming from outside the Americas.  MSCI is
also one of the market leaders in its respective product lines,
with strong brand recognition and a global footprint.  However,
its fair business risk profile reflects its narrow product focus,
with revenues mostly tied to the health of the investment
management industry," according to S&P.

Pro forma revenues, including RiskMetrics, increased about 9%
year over year to $816 million in fiscal 2010.  Subscription
revenues rose 6%, supported by equity indices and risk management
analytics, while ABF revenues rose 45% to $104 million as AUMs
linked to MSCI equity indices increased along with improvements in
equity markets worldwide.  Profit margins remained strong, with
pro forma adjusted EBITDA margin of about 46%.  "Based on the
favorable run rate heading into fiscal year 2011, we anticipate
that revenues will increase by about 7% with particular strengths
in index products and risk management analytic products.  We
estimate adjusted EBITDA to be about $400 million, maintaining the
margin in the 46% area," S&P noted.

Standard & Poor's views MSCI as having a significant financial
risk profile.  MSCI's recurring, subscription-based revenue model
generates consistent cash flow.  "We anticipate this trend to
continue in fiscal 2011 with free operating cash flow (FOCF) in
excess of $200 million.  Pro forma adjusted leverage, which
includes the proposed amendment and capitalized operating leases,
was about 3.2x as of November 2010 and gives the company modest
debt capacity to support growth through tuck-in acquisitions.
Adjusted leverage increased from 0.5x to about 4.0x following the
RiskMetrics acquisition in mid-2010 but was down to 3.6x by end of
the fiscal year.  We expect the company to make additional
debt-financed acquisitions in the future but to limit leverage to
about 4.0x at a peak and then rapidly reduce it as it has been
doing following the RiskMetrics purchase," S&P stated.

S&P continued, "We expect liquidity to be adequate. Sources of
liquidity include cash and investments of about $150 million post-
amendment, of which more than half is held overseas and partly
subject to repatriation tax; an undrawn revolving credit facility
of $100 million; and FOCF, which we anticipate will exceed
$200 million in fiscal 2011.  Uses of cash are modest, with low
mandatory debt amortization of $11 million per year, along with
minimal working capital needs and capital expenditures in the
$20 million-$25 million range.  MSCI is likely to have adequate
headroom under its covenants with quarterly leverage
step-downs through fiscal 2011."

S&P's assessment of MSCI's liquidity profile incorporates these
expectations, assumptions, and factors:

    * S&P expects sources of liquidity to exceed uses by 1.2x or
      more over the next 12 to 24 months.

    * S&P expects that net sources would be positive in the near
      term, even with a 15% decline in estimated EBITDA in the
      next 12 months.

    * "We anticipate the company will make modest acquisitions
      during the next 12 to 24 months," S&P noted.

    * MSCI is likely to be able to absorb revenue and margin
      pressures arising from an industry downturn with minimal
      need for refinancing.

    * There are no significant debt maturities in the near term.

The outlook is stable, reflecting MSCI's positive operating
momentum and good position within its niche markets.  "The rating
provides temporary debt capacity of up to about 4x EBITDA for
acquisitions, as we expect leverage to decline relatively quickly
based on the company's historical cash flow generation," S&P
noted.  A more aggressive financial policy that envisions
sustained leverage approaching 4x would likely result in a
downgrade.  An upgrade is unlikely in the near term given the
current leverage profile and expected near-term improvement, as
well as the anticipation of further debt-financed acquisitions
leading to periodic spikes in leverage in the future.

Ratings List
MSCI Inc.
Corporate Credit Rating           BB/Stable/--

New Rating
MSCI Inc.
Senior Secured
  $1.125 bil. term loan due 2017   BB+
   Recovery Rating                 2


NATIONAL HERITAGE: Former Charity Donors Sue McGuireWoods
---------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that former National
Heritage Foundation donors sued McGuireWoods LLP in Virginia
federal court Tuesday, alleging the firm threw unsecured creditors
like them under the bus when it drafted the foundation's
reorganization plan.

Law360 relates that McGuireWoods, as counsel for the unsecured
creditors committee during the foundation's bankruptcy, allegedly
shielded itself from liability, ignored the interests of the donor
plaintiffs and crafted a reorganization plan that allowed the
foundation to pay off its creditors with money donors had given up
to set up their own charitable funds.

Falls Church, Virginia-based National Heritage Foundation, Inc. --
http://www.nhf.org/-- is a non-profit tax-exempt charitable
institution.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Va. Case No. 09-10525) on Jan. 24, 2009.
Alan Michael Noskow, Esq., at Patton Boggs LLP assists the Company
in its restructuring effort.  The Company estimated more than
$100 million in assets and $1 million to $100 million in debts.


NAVISTAR INTERNATIONAL: William Osborne to Retire From Board
------------------------------------------------------------
William H. Osborne, a Class II director of Navistar International
Corporation notified the Board of Directors that, in connection
with his acceptance of employment by Navistar, Inc., as Vice
President, Custom Products, he intends to retire from the Board,
effective April 24, 2011.  His decision to retire was not as a
result of any disagreement with the Company or its management.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Jan. 31, 2011, showed $9.27 billion
in total assets, $10.11 billion in total liabilities, $7 million
in redeemable equity securities, and a $839 million total
stockholders' deficit.

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEIMAN MARCUS: S&P Upgrades Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Dallas-based Neiman Marcus to 'B+' from 'B'.  The
outlook is stable.

"At the same time, we assigned our 'BB-' issue-level rating to the
senior secured term loan with a recovery rating of '2', indicating
our expectation of substantial (70%-90%) recovery in the event of
payment default.  Additionally, we raised the issue-level rating
on the company's senior subordinated notes to 'B-' from 'CCC+'.
The recovery rating on the notes remains '6', indicating our
expectation of negligible (0%-10%) recovery in the event of
payment default," S&P related.

"We also affirmed the 'BB-' rating on the senior secured debenture
and revised the recovery rating on the debt to '2' from '1'.  The
'2' recovery rating indicates expectations for substantial (70%-
90%) recovery of principal in the event of default," S&P said.

"The upgrade reflects Neiman Marcus' good performance over the
past year and our expectations for further operational gains over
the near term," said Standard & Poor's credit analyst David Kuntz.
Although the company remains highly leveraged, it demonstrated
improved credit protection metrics as a result of higher EBITDA
and modestly lower debt.

"The ratings on Neiman Marcus reflect our view that its credit
protection measures are weak, but should improve modestly because
of performance gains," added Mr. Kuntz.  "We believe that
performance is likely to demonstrate moderate growth due to
continued strength in the luxury retailing sector."


NEOMEDIA TECHNOLOGIES: Closes $450,000 Debenture With YA Global
---------------------------------------------------------------
NeoMedia Technologies, Inc., entered into an agreement to issue
and sell a secured convertible debenture to YA Global Investments,
L.P., in the principal amount of $450,000.  The closing of the
transaction was held on April 13, 2011.  In addition to the
Debenture, the Company also issued a warrant to YA Global to
purchase 1,000,000 shares of the Company's common stock, par value
$0.001 per share, for an exercise price of $0.10 per share.

The Debenture will mature on July 29, 2012 will accrue interest at
a rate equal to 14% per annum and such interest will be paid on
the Maturity Date in cash or, provided that certain Equity
Conditions are satisfied, in shares of Common Stock at the
applicable Conversion Price.  At any time, YA Global will be
entitled to convert any portion of the outstanding and unpaid
principal and accrued interest thereon into fully paid and non-
assessable shares of Common Stock at a price equal to the lesser
of $0.10 and 95% of the lowest volume weighted average price of
the common stock during the 60 trading days immediately preceding
each conversion date.

The Debenture is secured by certain pledges made with respect to
the assets of the Company and its subsidiaries as set forth in the
Ninth Ratification Agreement dated April 13, 2011, and that
certain Security Agreement and Patent Security Agreement both
dated July 29, 2008, by and among the Company, each of the
Company's subsidiaries made a party thereto, and YA Global.

In connection with the Agreement, the Company also entered into
those certain Irrevocable Transfer Agent Instructions with the
Buyer, an escrow agent and WorldWide Stock Transfer, LLC, the
Company's transfer agent.

The Company will not affect any conversion, and YA Global will not
have the right to convert any portion of the Debenture to the
extent that after giving effect to such conversion, YA Global
would beneficially own in excess of 9.99% of the number of shares
of common stock outstanding immediately after giving effect to
such conversion, except for not less than 65 days prior written
notice from YA Global.

The Company will have the right to redeem a portion or all amounts
outstanding in the Debenture via Optional Redemption by paying the
amount equal to the principal amount being redeemed plus a
redemption premium equal to 10% of the principal amount being
redeemed, and accrued interest.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company reported a net income of $35.09 million (primarily
from gains from change in fair value of derivative liabilities) on
$1.52 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $67.38 million on $1.66 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $8.57 million
in total assets, $89.05 million in total current liabilities,
$8.33 million in Series C convertible preferred stock, $2.50
million in Series D convertible preferred stock, and a
$91.31 million total shareholders' deficit.

Kingery & Crouse, P.A, in Tampa, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
accounting firm noted that the Company has suffered recurring
losses from operations and has ongoing requirements for additional
capital investment.


NGPL PIPECO: Moody's Reviews 'Ba1' Ratings for Possible Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade NGPL PipeCo LLC's (NGPL) Ba1 Corporate Family, senior
unsecured debt, and Probability of Default Ratings.  Its
Speculative Grade Liquidity Rating is affirmed at SGL-3.

Ratings Rationale

Moody's said that NGPL's near-term financial performance appears
weaker than the range incorporated into its current ratings.  The
lower prospective financial metrics raise the potential that NGPL
will breach its revolver covenant over the next twelve months,
further testing its liquidity resources while it faces the
maturity of $1.25 billion of notes (roughly 40% of its debt) in
December 2012 and the expiration soon after of its $100 million
credit facility in February 2013.  NGPL's ability to effectively
deal with these challenges could be hampered by the ongoing
dispute between its two owners on the allocation of expenses.

"In addition to the already anticipated impact of the FERC
mandated rate reductions, NGPL's cash flow is being further
pressured by anemic gas market fundamentals in the Midwest and
higher than expected costs," said Moody's Vice President Mihoko
Manabe.

In accordance with the Section 5 rate settlement with the Federal
Energy Regulatory Commission last year, NGPL's rates have been
reduced in phases.  From the rates that were in effect as of April
2010, NGPL's fuel retention factors were decreased by 30% in July
2010 and will be reduced by another 15% on July 1, 2011.
Transportation rates decreased by 3% in November 2010 and by
another 2% at the beginning of this month.  Storage rates
decreased by 3% in November 2010 as well.

NGPL has been experiencing an unexpected degree of decline in
market-sensitive revenues due to some negative conditions
prevailing in the Midwest.  For example, demand for its park and
loan service was down due to reduced gas price volatility, and
operational sales reflected lower gas prices.  Meanwhile,
operating costs were higher than expected.

NGPL's EBITDA, as defined in its credit agreement, fell by roughly
25% from $166 million in the December 2009 quarter to roughly
$125 million in the December 2010 quarter.  This decrease does not
include the full annualized effect of the rate reductions that
occurred during this period, nor does it yet reflect the final 15%
reduction in the fuel retention factor in a couple of months.  The
extent of this decline exceeds the maximum 20% reduction in cash
flow that Moody's ratings had assumed from the mandated rate
reduction.

As anticipated in Moody's last rating action, NGPL last November
obtained an amendment in its credit agreement to increase its
debt-to-EBITDA covenant limit from 5.5 times to 6.25 times.  Based
on this ratio, NGPL's $3 billion of long-term debt implies a
minimum quarterly EBITDA of about $120 million, which is close to
the $125 million actual EBITDA achieved in the December 2010
quarter which indicates that there is little headroom under this
covenant.

Kinder Morgan Kansas Inc. (rated Ba1 senior secured, the 20%
indirect owner and operator of NGPL) and NGPL have not agreed upon
certain costs, including operations and maintenance and general
and administrative expenses, for the 2011 calendar year budget.
Arbitration proceedings are ongoing to determine future cost
allocations.  In Moody's view, the dispute is a management
distraction, and if not resolved amicably in a timely manner, it
could hinder the optimal management of NGPL, which is already
under financial strain, as well as the near-term refinancing of
obligations within the Myria/NGPL organization.

NGPL's fiscal year ending June 2012 had already been expected to
be a down year just from the full year's impact of the rate
reductions, but it could prove to be weaker, given the adverse
effects of shifting gas flows in the Midwest from new shale gas
supplies and recently constructed pipelines amidst still feeble
economic conditions.  In the coming weeks, Moody's will review
NGPL's ability, given its financial constraints, to contain the
effects of these adverse market conditions. Moody's will also
reassess the impact that the substantial debt at each of its
owners has on NGPL's credit quality.  NGPL's corporate family
rating could be downgraded by at least a notch if the company
appears unlikely to stabilize its financial performance over the
medium term, including funds flow from operations-to-debt
sustained below 8%.  In the quarter ended December 2010,
annualized funds flow from operations-to-debt was 7.1%.  The
rating could be stabilized at the current rating if NGPL resolves
its liquidity constraints and the owner disputes and obtains
adequate contracts that would stabilize its funds flow from
operations-to-debt in the 8% range.

On Review for Possible Downgrade:

   Issuer: NGPL PipeCo. LLC

   -- Probability of Default Rating, Placed on Review for Possible
      Downgrade, currently Ba1

   -- Corporate Family Rating, Placed on Review for Possible
      Downgrade, currently Ba1

   Issuer: NGPL PipeCo. LLC (Old)

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently Ba1

Outlook Actions:

   Issuer: NGPL PipeCo. LLC

   -- Outlook, Changed To Rating Under Review From Stable

The last rating action was on July 29, 2010, when Moody's
downgraded NGPL to Ba1 from Baa3 and assigned a Loss Given Default
Rating of LGD 4 - 50% to the Ba1 notes, a Corporate Family Rating
of Ba1, a Probability of Default Rating of Ba1, and a Speculative-
Grade Liquidity rating of SGL 3, and assigned a stable outlook.

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

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


NUTRACEA: Says It Issued Only 2.6-Mil. Shares to Ironridge
----------------------------------------------------------
NutraCea disclosed that on March 30, 2011, the U.S. Bankruptcy
Court for the District of Arizona entered a final decree closing
NutraCea's Chapter 11 bankruptcy proceedings.  In accordance with
the terms of its exit from Chapter 11, NutraCea continues to repay
the remaining balance of its outstanding debt.

Ironridge Global IV, LTD. acquired outstanding NutraCea debt from
a Company creditor and on April 7, 2011, NutraCea issued common
stock to Ironridge in full and final settlement of the NutraCea
debt obligations acquired by Ironridge.  The shares issued to
Ironridge are subject to adjustment based on post-trading prices
of NutraCea common stock.

The Company believes that misconceptions may exist related to the
filing of a Schedule 13G by Ironridge, including inaccurate
speculation that 10,000,000 shares of NutraCea common stock may
have been issued to Ironridge.  NutraCea confirms that the
transaction involved approximately $520,000 of debt which was
exchanged for approximately 2,600,000 shares or 1.3% of
outstanding NutraCea common stock.

NutraCea Chairman and CEO W. John Short commented, "We have
received calls and emails from shareholders expressing concern
about speculation on a message board that NutraCea may have issued
10,000,000 shares of our common stock to Ironridge.  Our corporate
policy is not to comment on information posted by speculators and
others on the message boards; however, due to the number of
inquiries and the magnitude of the misinformation we felt it
necessary to clarify this situation in advance of normal filing
requirements."

                         About NutraCea

Scottsdale, Arizona-based NutraCea (NTRZ.pk)
-- http://www.nutraceaonline.com/-- is a food ingredient and
health company focused on the procurement, processing and
refinement of rice bran and derivative products.  The Company has
proprietary intellectual property that allows it to process and
convert rice bran, one of the world's most underutilized food
resources, into a highly nutritious ingredient, stabilized rice
bran (SRB) that has applications in various food products.

Nutracea filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 09-28817) on Nov. 10, 2009.  NutraCea emerged from
Chapter 11 bankruptcy protection effective Nov. 30, 2010.


OCEAN PARK: Court Confirms First Amended Joint Plan
---------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
confirmed on March 21, 2011, a First Amended Joint Plan of
Reorganization filed by Ocean Park Hotels-TOY, LLC and Ocean Park
Hotels-TOP, LLC dated Dec. 15, 2010.

The Court entered an order approving the disclosure statement
explaining the Debtors' Chapter 11 Plan on Dec. 13, 2010.

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

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

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

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

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

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

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

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

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

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


ORKNEY HOLDINGS: S&P Puts 'B' Rating on $850MM Notes on Watch Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its unsolicited
'B' rating on Orkney Holdings LLC's $850 million Series A notes on
CreditWatch with negative implications.

On April 15, 2011, it was reported that Scottish Re Group Ltd.
entered into agreements to unwind the subject transaction.  The
settlement will result in noteholders receiving principal payments
of approximately $590 million.  The plan to unwind the transaction
involves -- among other things -- recapturing the business and
ceding it to Hannover Life Reassurance Co. of America.  Once the
regulator approves the transaction, Orkney will repurchase the
notes.  "This transaction is expected to occur within 30 days.
Because the noteholders will receive less than full principal at
maturity (the repurchase date), we will revise the rating on the
notes to 'D' at the time of repurchase," S&P stated.

The current 'B' rating on the notes is based on a financial
guaranty insurance policy provided by MBIA Insurance Corp.  As
part of the early redemption of the notes, the MBIA insurance
policy will be terminated, and MBIA will not be required to make
any payments to the noteholders to account for the difference
between the notes outstanding balance and the $590 million
of principal the noteholders will receive.  Because MBIA is not a
party to the repurchase offers, there will not be any impact on
the rating on MBIA.

Ratings List
                           To                From
Orkney Holding LLC's Series A notes
                           B/Watch Neg       B/Negative


OWENS-ILLINOIS INC: S&P Affirms 'BB+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said based on preliminary terms
and conditions it assigned its 'BBB' senior secured debt rating
and '1' recovery rating to Perrysburg, Ohio-based Owens-Illinois
Inc.'s proposed $2 billion five-year senior secured credit
facility.  "These ratings indicate our expectation for very high
(90% to 100%) recovery in the event of a payment default," S&P
noted.

"At the same time, we affirmed all our existing ratings, including
the 'BB+' corporate credit rating, on Owens-Illinois and its
subsidiaries.  The outlook is stable," S&P stated.

Owens-Illinois plans to use the proceeds of the new facility to
refinance borrowings under its existing credit facility which
matures in 2012 and $400 million of notes due in 2014.

"The ratings on Owens-Illinois Inc. reflect its satisfactory
business risk profile and significant financial risk profile,"
said Standard & Poor's credit analyst Cynthia Werneth.

Owens-Illinois is the world's largest manufacturer of glass
containers, with leading market positions in most regions.
In 2010, 72% of sales were outside North America.  The company
produces a wide array of glass containers for beer, liquor,
wine, food, tea, fruit juices, and other nonalcoholic beverages.
Owens-Illinois has substantially completed a major, multiyear
operational restructuring and has shifted its focus to growth.
In 2010, the company completed acquisitions in Brazil, Argentina,
and China and entered into a joint venture that owns plants in
China, Vietnam, and Malaysia.  In addition, it expanded operations
in Argentina, Peru, and New Zealand.  These initiatives should
help to offset continued sluggishness in beer end markets in
developed economies and the October 2010 expropriation of its
operations in Venezuela.

Credit quality benefits from longstanding relationships with food
and beverage customers, and the company has annual or multiyear
supply contracts with many of them.  Glass remains the package of
choice for popular upscale iced teas, beers, wines, and certain
beverages and foods that rely on its superior marketing image and
oxygen barrier qualities.  However, shipments of glass containers
declined during the recent recession, and certain end markets have
been slow to recover.  Volumes have also declined with the
intentional shedding of less-profitable business. In addition,
Owens-Illinois is vulnerable to substitution with alternative
materials and customer consolidation.

During the past few years, Owens-Illinois has improved its cost
position by shutting down excess capacity and amending contract
terms to hasten the pass-through of raw material and energy cost
changes.  Operating margins (before depreciation and amortization)
are in the upper-teens percentage area, with pretax return on
capital in the low teens percentage area.

The outlook is stable. Leading market positions, solid long-term
business prospects, management's focus on ongoing productivity
improvements and cost reduction, and prudent financial policies
support credit quality.  "We believe funds from operations (FFO)
to debt will return to the appropriate 20%-25% range despite the
potential for modest-size acquisitions.  We believe the company
could achieve 20% FFO to debt in 2012 through mid-single digit
percentage organic annual revenue growth, modest strengthening in
EBITDA margins, and $100 million to $200 million of annual debt
reduction.  However, we could lower the ratings if sizable
acquisitions, other strategic actions, litigation, or unforeseen
events cause FFO to debt to remain below 20% for an extended
period.  Financial profile considerations make an upgrade unlikely
at this time," S&P added.


PASTEURIZED EGGS: Dist. Ct. to Hold Trial on Veil-Piercing Claim
----------------------------------------------------------------
In Antaeus Enterprises, Inc. and James H. Rand v. L. John
Davidson, Civil No. 10-cv-126-JL (D. N.H.), the question is
whether judgment creditors of a limited liability company can hold
the company's owner personally liable for the judgment by
"piercing the corporate veil."  Antaeus and James H. Rand obtained
a default judgment against SD-Barn Real Estate LLC for damages
allegedly caused by its failure to timely pay them money due under
certain promissory notes.  Antaeus Enters., Inc. v. SD-Barn Real
Estate, LLC, No. 05-6396 (S.D.N.Y. Apr. 11, 2007).  Unable to
collect the judgment from SD-Barn, an admitted "shell corporation"
with no assets or business activities, they brought this suit
against SD-Barn's sole member, L. John Davidson, seeking to pierce
the corporate veil and recover the judgment from him personally.
Plaintiffs have now moved for summary judgment, arguing that they
can pierce the corporate veil as a matter of law because the
record shows that Mr. Davidson used SD-Barn to perpetrate a fraud
and injustice, diverting to himself money that SD-Barn owed to
them.

In a March 29, 2011 Memorandum Order, District Judge Joseph N.
LaPlante denied the Plaintiff's motion for summary judgment.  Mr.
Davidson has offered a competing explanation for his conduct that,
while not fully compliant with SD-Barn's obligations under the
promissory notes, could be construed as neither fraudulent nor
unjust.  Because material facts thus remain in dispute,
plaintiffs' veil-piercing claim cannot be resolved on summary
judgment.

In the early 1990s, having enjoyed a successful career in real
estate development, Mr. Davidson embarked on a new business
venture seeking to develop and market a technique for pasteurizing
chicken eggs.  He initially conducted the venture as a limited
partnership, Pasteurized Eggs LP.  In 2001, hoping to raise
additional funds, he formed a new corporation, Pasteurized Eggs
Corporation, of which he became the president, chief executive
officer, and chairman of the board of directors, as well as the
largest shareholder.  PEC struggled financially, however, and Mr.
Davidson lasted only nine months in his management role before the
board (on which plaintiffs Antaeus and Rand each had a seat)
removed him.  Nevertheless, Mr. Davidson remained the company's
largest shareholder.

By fall of 2002, PEC was exploring the possibility of filing a
petition for reorganization under Chapter 11 of the United States
Bankruptcy Code, which it eventually did.  In re Pasteurized Eggs
Corp., No. 02-13086 (Bankr. D.N.H. Oct. 5, 2002).  Mr. Davidson
met with PEC's board to discuss financing options. They agreed
that PEC would take out a $700,000 debtor-in-possession loan, with
half of the money coming from Mr. Davidson and the other half
coming from Antaeus, Rand, and two other investors (one of whom is
now deceased, and the other incapacitated).  SD-Barn, a limited
liability company that Mr. Davidson had formed several years
earlier but had never used, served as a conduit for the loan.  The
investors loaned the money to SD-Barn (in exchange for promissory
notes), which in turn loaned the money to PEC (in exchange for a
separate note).

By Mr. Davidson's own admission, SD-Barn was merely a "shell
corporation," with no assets, no employees, no regular meetings,
and no business activities other than serving as a conduit for the
DIP loan.  Mr. Davidson was its sole member and the only person
responsible for its activities.  If he needed assistance in
carrying out those activities (e.g., accounting), he relied on the
employees of his other businesses.

Even with the DIP loan, PEC could not raise the funds necessary to
reorganize under Chapter 11.  Instead, PEC agreed in 2003 to sell
substantially all of its assets to National Pasteurized Eggs, LLC,
which was then the sole licensee of its pasteurization technology.
In re Pasteurized Eggs Corp., No. 02-13086 (Bankr. D.N.H. July 25,
2003) (approving the sale).  As part of that transaction, NPE
assumed PEC's obligation to repay the DIP loan.  NPE made an up-
front payment to SD-Barn of $200,000 and issued a promissory note
for the remaining balance (about $590,000, which included accrued
interest).  The note required that NPE make interest payments to
SD-Barn on a monthly basis for the term of the loan, pay half of
the outstanding principal in July 2004, and finally pay the other
half in July 2005.

After deducting expenses, SD-Barn distributed NPE's initial
$200,000 payment to the DIP lenders on a pro rata basis and then
issued amended and restated promissory notes for the remaining
balances owed to each of them (including approximately $85,000
each for Anteaus and Rand).  The amended notes required SD-Barn,
upon receiving any further payments by NPE, to distribute those
payments to the lenders on a pro rata basis within five days.  In
the event that SD-Barn failed to distribute those payments within
ten days of the due date, the notes provided that SD-Barn would be
deemed in default and that the lenders would have a "right of
acceleration," meaning that "all sums payable under [the note
would] become immediately due and payable [by SD-Barn] without
further notice or demand."

NPE made monthly principal payments to SD-Barn throughout the term
of the loan, totaling about $44,000.  SD-Barn failed, however, to
distribute those payments to the other DIP lenders on a pro rata
basis.  Instead, SD-Barn transferred them into Mr. Davidson's
personal bank accounts. The same thing happened with NPE's first
principal payment in July 2004.  This caused the filing of various
lawsuits among the parties.

A copy of Judge LaPlante's ruling is available at
http://is.gd/3vMtKdfrom Leagle.com.

Pasteurized Eggs Corporation sought chapter 11 protection (Bankr.
D. N.H. Case No. 02-13086) in 2002, and sold its assets to
National Pasteurized Eggs, LLC, in July 2003).  After the Sec. 363
sale, the United States Patent and Trademark Office awarded L.
John Davidson, the Debtor's founder, a patent on processes for
pasteurizing chicken eggs, principally U.S. Patent No. 6,692,784,
naming him the sole inventor.


PENN VIRGINIA: S&P Withdraws 'B+' Rating on 4.5% Sr. Notes
----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B+' issue
rating and '5' recovery rating on Penn Virginia Corp.'s 4.5%
convertible senior subordinated notes due 2012, at the issuer's
request.

The rating action follows Penn Virginia's announcement that
approximately 98% of the aggregate principal amount of the 4.5%
convertible senior subordinated notes due 2012 were validly
tendered and not validly withdrawn.  Penn Virginia plans to
cancel all the accepted convertible notes, leaving approximately
$4.9 million aggregate principal amount of the convertible notes
outstanding.  "Accordingly, we are withdrawing the ratings on Penn
Virginia's convertible notes per the company's request," S&P
noted.

The 'BB-' corporate credit rating and negative outlook on Penn
Virginia reflects the likelihood of weakened financial performance
over the course of 2011 due to poor natural gas prices.

Ratings List

Penn Virginia Corp.
Corporate credit rating                   BB-/Negative/--

                                           To            From
Ratings Withdrawn
4.5% convertible sr subord nts due 2012   NR            B+
  Recovery rating                          NR            5


PHILADELPHIA ORCHESTRA: Taps Dilworth Paxson as Bankruptcy Counsel
------------------------------------------------------------------
The Philadelphia Orchestra Association, et al., ask for
authorization from the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to employ Dilworth Paxson LLP as
bankruptcy counsel.

Dilworth Paxson can be reached at:

         Lawrence G. McMichael, Esq.
         DILWORTH PAXSON LLP
         1500 Market Street, Suite 3500E
         Philadelphia, PA 19102
         Tel: (215) 575-7000
         Fax: (215) 575-7200
         E-mail: lmcmichael@dilworthlaw.com

The Debtors will pay the professionals of Dilworth Paxson
according to their hourly rates:

         Lawrence G. McMichael                   $750
         Christie C. Comerford                   $440
         Anne M. Aaronson                        $410
         Catherine G. Pappas                     $295
         Meryl B. Vinocur                        $235

Lawrence G. McMichael, Esq., a partner at Dilworth Paxson, assures
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors' estates.

                  Nero Cites Conflict of Interest

Peter Nero, a member of the Boards of The Philadelphia Orchestra
and Encore Series, Inc., and Finger Prince, Inc., objects to the
Debtors' hiring of Dilworth Paxson as bankruptcy counsel, saying
that there is actual, or at least potential, conflict between the
interests of ESI and the interests of The Philadelphia Orchestra.
"POA is on record in its First Day Bankruptcy filings as seeking
to reject its contract with Peter Nero and ESI, which obligates
POA to schedule, present, and promote a 2011-2012 concert season
for the world-renowned Peter Nero and the Philly PopsR.  ESI, on
the other hand, has gone on record twice within the past five
weeks -- as recently as April 12th in a formal resolution -- as
supporting Mr. Nero and directing POA to schedule the 2011-2012
Philly Pops season.  Indeed, POA's obligation to Mr. Nero to
present the next Philly Pops concert series -- in the face of its
announcement of a full 96-concet season for the Philadelphia
Orchestra -- was recently confirmed and ordered by an Award of
U.S. Magistrate Judge (Retired) Diane M. Welsh in contractual
binding arbitration at JAMS," Mr. Nero states.

Mr. Nero says, "ESI's twice-stated position in support of Mr.
Nero, when contrasted with POA's refusal to schedule the next
Philly Pops season and recently stated intention to now reject its
contractual commitments to objectants, raises the obvious question
whether ESI can, and will, get independent legal advice as to
ESI's rights and obligations form POA's counsel.  We submit that
they cannot.  Indeed, e-mail communications with members of ESI's
Board tends to prove they cannot.  Rather than being advised and
directed to act by POA's counsel in a manner that conforms to what
POA thinks its best interests are, ESI should e advised and
represented by independent counsel dedicated solely to protecting
ESI's interests.  Moreover, because rejection of a contract
creates damage claims, and here will create damage claims in favor
of ESI against POA, an actual conflict exists between POA and ESI,
disqualifying Dilworth from representing ESI.  And because
Dilworth as counsel for POA has already had extensive
communication with ESI's Board and actual participation in ESI
Board meetings, Dilworth should be further disqualified from
representing POA in any matters relating to Mr. Nero and the
Philly Pops."

Mr. Nero is represented by:

         Paul R. Rosen, Esq.
         Leslie Beth Baskin, Esq.
         David B. Picker, Esq.
         SPECTOR GADON & ROSEN, P.C.
         1635 Market Street, 7th Floor
         Philadelphia, PA 19103
         Phone: (215) 241-8888
         Fax: (215) 241-8844

                 About The Philadelphia Orchestra

The Philadelphia Orchestra Association is a non-profit corporation
organized under the laws of the Commonwealth of Pennsylvania.  The
Academy of Music of Philadelphia, Inc., is a stock-issuing
corporation organized under the laws of Delaware.  Encore Series,
Inc., is a non-profit corporation organized under the laws of
Pennsylvania.  The Companies operate performing arts organizations
at various locations within the city of Philadelphia, and most
notably, perform as the renowned Philadelphia Orchestra and Philly
Pops.

The Philadelphia Orchestra, together with two affiliates, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Lead Case
No. 11-13098) on April 16, 2011.  Alvarez & Marsal is the Debtors'
financial advisor.  Philadelphia Orchestra estimated assets and
debts at $10 million to  $50 million as of the Chapter 11 filing.


POINT BLANK: New Equity Committee Sinks Chapter 11 Plan
-------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Point Blank
Solutions Inc. shareholders derailed the company's Chapter 11 plan
on April 21, 2011, in Delaware by saying two hedge funds heading
the equity committee misled them about the plan to secure an undue
portion of recoveries from litigation against former management.

Law360 relates that at the behest of a newly reconstituted equity
committee, Judge Peter J. Walsh agreed Thursday to push back
consideration of Point Blank's disclosure statement over the
allegations and missing disclosures regarding potential litigation
recoveries, saying "the case is starting all over."

                          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.


PJ FINANCE: Torchlight Seeks Dismissal of Chapter 11 Cases
----------------------------------------------------------
Torchlight Loan Services LLC has asked the U.S. Bankruptcy Court
for the District of Delaware to dismiss the Chapter 11 cases of PJ
Finance Company LLC and its debtor affiliates.

PJ Finance filed for bankruptcy protection to restructure its
portfolio of 32 apartment complexes that are being managed by
WestCorp Management Group One Inc., which owns 25% of PJ Finance.
The properties serve as collateral for the $475 million loan
provided to Alliance PJRT Limited Partnership and Alliance PJWE
Limited Partnership, co-owners of those properties.

In court papers, Torchlight, the special servicer of the $475
million loan, said that PJ Finance's bid to reorganize relies upon
a deal between the company and investors, which are "incestuously
interconnected" that it brings into question the good faith nature
of the bankruptcy petitions.  It alleged that PJ Finance filed for
bankruptcy to grab more equity in the properties.

Torchlight is referring to an agreement under which PJ Finance
seeks to secure new financing for the properties and proposes to
hand all of its new equity to Gaia Real Estate Investments LLC and
its managing partner Kenneth Woolley, who also happens to be the
chairman of WestCorp.  The proposed deal also calls for the
retention of WestCorp to manage the properties.

PJ Finance sought for approval of the proposed deal simultaneous
with the filing of its bankruptcy case.

Torchlight's lawyer, Travis McRoberts, Esq., at Richards Layton &
Finger P.A., in Wilmington, Delaware, said that it is also
impossible to effectuate a plan of reorganization for PJ Finance.
He pointed out that Torchlight, the single largest creditor of PJ
Finance, may either credit bid for PJ Finance's assets under the
proposed deal and leave the estates with no assets, or assert its
right to receive the net value of its claim.

The Court will hold a hearing on May 4, 2011, to consider the
proposed dismissal.  The deadline for filing objections is April
27, 2011.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  Kurtzman
Carson Consultants, LLC, is the Debtors' claims and notice agent.
An official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


PJ FINANCE: Seeks to Employ CBRE Capital as Financial Advisor
-------------------------------------------------------------
PJ Finance Company LLC has sought approval from the U.S.
Bankruptcy Court for the District of Delaware to employ CBRE
Capital Advisors Inc. as their financial advisor and investment
banker.

As financial advisor and investment banker, CBRE Capital will
review the Debtors' business operations, financial projections and
potential debt capacity.  The firm will also be tasked to assist
the Debtors in determining an alternative capital structure and
long-term business plan; give advice concerning any restructuring
or recapitalization of the Debtors' outstanding debt as well as in
evaluating potential debt financing or new equity; attend board
and committee meetings; provide testimony, among other things.

In return for its services, CBRE Capital will receive a monthly
advisory fee in the sum of $125,000 and will be reimbursed for its
expenses.  The Debtors also agreed to indemnify the firm.

CBRE Capital will also receive, among other things, a sale
transaction fee equal to 1% of the aggregate consideration
received from any sale transaction by the Debtors; and a
restructuring fee equal to 0.625% of the aggregate amount of debt
forgiven or re-tranched up to $50 million, and 0.875% of the
aggregate amount of debt forgiven or re-tranched in excess of $50
million.

CBRE Capital disclosed in a declaration that it does not represent
any party with interest materially adverse to the Debtors and
their estates.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  Kurtzman
Carson Consultants, LLC, is the Debtors' claims and notice agent.
An official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


POLYONE CORP: S&P Raises Corporate Credit Rating to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Avon Lake, Ohio-based PolyOne Corp., including its corporate
credit rating to 'BB-' from 'B+'.  The outlook is stable.

"At the same time, we raised the issue-level ratings on the
company's unsecured debt to 'BB-' (same as the corporate credit
rating on PolyOne) from 'B+'.  The recovery ratings remain at '4',
which indicate our expectation of average (30% to 50%) recovery in
the event of a default," S&P noted.

"The upgrade follows PolyOne's sustained improvement in operating
performance and liquidity and reflects our expectation that
management will maintain financial policies that support the
ratings," said Standard & Poor's credit analyst Ket Gondha.
Demand in PolyOne's end markets have resulted in volume gains
across many product lines, particularly as automotive sales
rebounded from the recession.  This has been supported by
generally improving economic conditions combined with cost
efficiencies and an improved sales mix.  We expect the company to
prudently manage the capital structure while pursuing growth
objectives including acquisitions, which we expect will support
credit metrics that are appropriate for the rating," according to
S&P.

S&P continued, "Our ratings on PolyOne reflect an aggressively
leveraged financial profile, modest operating margins, some
volatility in earnings, and a meaningful exposure to cyclical end
markets for the company's commodity business lines.  Partially
offsetting these risks are the company's leading market positions
in several plastic product lines and good growth prospects."

"The stable outlook reflects our assessment that macroeconomic
conditions and end market demand should drive profitability over
the next several quarters.  The outlook also reflects our view
that PolyOne will maintain adequate liquidity and management
actions will support sustainable credit quality, even as PolyOne
pursues strategic acquisitions aimed at growth and extension of
its geographic reach.  This should help offset margin pressures
from competitive industry conditions and input cost volatility,"
S&P noted.

"In this scenario, we could raise the ratings if better-than-
expected earnings boost credit metrics even as the company pursues
growth objectives.  This could occur if margins rise 150 basis
points as volumes increase 7.5%, working capital is managed
effectively such that liquidity remains adequate, and we expect
FFO to adjusted debt to exceed 25% on a consistent basis," S&P
stated.

"The ratings could come under pressure if credit measures
deteriorate and we expect FFO to adjusted debt to decline to 15%
or below without indications of near-term improvement.  Aggressive
acquisitions or deterioration in profitability that results in
leverage beyond our expectations could cause this development.
In this scenario, margins drop by more than 150 basis points
from current levels even as volumes grow 5% and liquidity
diminishes due to the integration of newly acquired companies
or input price volatility.  This would likely occur in conjunction
with increased competitive pressures or negative trends in
macroeconomic conditions," S&P added.


PRECISION OPTICS: Maturity of $600,000 Notes Extended to April 29
-----------------------------------------------------------------
Precision Optics Corporation, Inc., on June 25, 2008, entered into
a Purchase Agreement, as amended on Dec. 11, 2008, with certain
accredited investors pursuant to which the Company sold an
aggregate of $600,000 of 10% Senior Secured Convertible Notes.
The Investors amended the Notes on several dates to extend the
"Stated Maturity Date" of the Notes.  On or about April 14, 2011,
the Investors further amended the Notes to extend the "Stated
Maturity Date" to April 29, 2011.  The Company believes the
Investors will continue to work with it to reach a positive
outcome on the Note repayment.

                      About Precision Optics

Gardner, Mass.-based Precision Optics Corporation, Inc.
(OTC BB: PEYE) -- http://www.poci.com/-- designs, develops,
manufactures and sells specialized optical systems and components
and optical thin-film coatings.  The Company conducts business in
one industry segment only and its customers are primarily
domestic.  The Company's products and services fall into two
principal areas: (i) medical products for use by hospitals and
physicians; and (ii) advanced optical system design and
development services and products used by industrial customers.

The Company's balance sheet at Dec. 31, 2010 showed $1.33 million
in total assets, $1.98 million in total current liabilities and a
$646,334 stockholders' deficit.

                       Going Concern Doubt

Stowe & Degon LLC, in Westborough, Mass., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring net losses and negative cash flows from operations.

The Company has sustained recurring net losses for several years.
As of June 30, 2010, the Company has an accumulated deficit of
$38.4 million.  As of June 30, 2010, cash and cash equivalents
were $416,040, accounts receivable were $505,200, and current
liabilities were $2.1 million.  The Company anticipates that
deferred officers' salaries and director consulting expenses
accrued at June 30, 2010, will be settled by issuing restricted
common stock rather than by cash payments.  These deferred amounts
included in current liabilities at June 30, 2010, total roughly
$574,000.


PREMIUM DEVELOPMENTS: Files Plan of Reorganization
--------------------------------------------------
Premium Developments LLC filed with the U.S. Bankruptcy Court for
the Eastern District of Washington a Chapter 11 plan of
reorganization that offers to pay creditors from the development
and subsequent sale of the recreational residential property along
the Columbia River.

According to the explanatory disclosure statement, the Plan
provides a comprehensive program for paying secured claims,
developing certain identified parcels of real property and then
selling those building lots to pay exit financing and then
distribute unencumbered sale proceeds to the general unsecured
creditors in the Chapter 11 case.

The Debtor will have obtained, by the date of the confirmation
hearing, a binding loan agreement in an amount sufficient to pay
the allowed secured claims of Classes 8 through 15, and an amount
sufficient to complete development of the parcels identified in
Classes 8 through 15.  Once the development is complete, the
Debtor will commence sales of the development lots, either
individually, or in bulk. From the proceeds of sale, the debt of
the refinancing lender shall be paid first until paid in full.

Following repayment of debt of the refinancing lender, the
unencumbered sale proceeds shall be used to pay holders of Allowed
Unsecured Claims in Class 16.  If any unencumbered funds remain
after payment of Classes 8 through 15, then the proceeds will be
paid to the holders of Interests in Class 16.

Claims against the Debtor are classified as follows:

  Class 1:  Allowed Non Tax Priority Claims
  Class 2:  Claims of Hanson Lewis Co., Inc.
  Class 3:  Claims of Prem Loans re Tract 47, 48 and 49
  Class 4:  Claims of Prem Loans re Tract 49 and 53 and Parcel B
  Class 5:  Claims of Butkovich-Shurtz
  Class 6:  Ron Andre
  Class 6:  Ron Andre
  Class 7:  Washington Trust Bank re Broadview Property
  Class 8:  Washington Trust Bank re Crystal Beach and Deer Valley
            #1 Property
  Class 9:  Harris Orchards Co., L.P. re Columbia Shores Property
            and Deer Valley
  Class 10: Roylance Coulee Partnership re Columbia Shores South
            Property
  Class 11: Joe and Judy Bell re Bell Short Plat Lot 3
  Class 12: GreenTree Financial re Larry Bell House (2nd position
            lien)
  Class 13: Estate of Larry Bell re Bell Short Plat Lot 4
  Class 14: Wells Fargo re Larry Bell House (1st position lien)
  Class 15: Shurtz Holdings, Inc.
  Class 16: Allowed Unsecured Claims
  Class 17: Allowed Interests in the Debtor

Under the Plan, among others, the Debtor will obtain refinancing
in an amount sufficient to complete development of the parcels
identified in Classes 8 through 15.  The Debtor will then sell the
development lots in each developed parcels to the general public
and utilize the unencumbered sale proceeds to pay allowed
unsecured claims until either the allowed unsecured claims are
paid in full or all of the development lots are sold, whichever
occurs first.  The unencumbered proceeds of sale shall be paid
into the Creditor Distribution Fund established in the Plan.
The Distribution Agent will make payments to holders of allowed
unsecured claims on a quarterly basis commencing at the end of
the first quarter of 2013.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?75b9

A full-text copy of the Chapter 11 Plan is available for free
at http://ResearchArchives.com/t/s?75ba

                    About Premium Developments

Premium Developments, LLC was formed in July 2005 for the purpose
of purchasing and developing resort recreational real property
along the Columbia River, near Entiat, Chelan County, Washington
and residential subdivisions in and around the Wenatchee area in
both Chelan and Douglas Counties.

Premium Developments purchased several properties and started
obtaining governmental permits.  Several of the permits were
delayed in the various governmental agencies, in some cases
through 2008.  By the time permits were ready, the market for
building lots in the area had began its steady decline.  This
caused financial distress and cash flow issues from the lack of
property sales.

Premium Developments filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Wash. Case No. 09-06746) on Dec. 4, 2009.  Allan L.
Galbraith, Esq., at Davis Arneil Law Firm LLP assists the Debtor
in its restructuring effort.  The Company estimated its assets and
liabilities at $10 million to $50 million.


QUAD/GRAPHICS: Moody's Affirms 'Ba2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service (Moody's) revised Quad/Graphics, Inc.'s
(Quad) speculative grade liquidity rating to SGL-2 from SGL-3 and
affirmed the company's Ba2 corporate family and probability of
default ratings (CFR and PDR respectively) as well as the Ba2
rating for Quad's bank credit facility.  The ratings outlook
remains stable. The combination of gradually improving cash flow,
$443 million of its $530 million revolving credit facility
(committed to July 1, 2014) being available for draw-down, and
ample financial covenant compliance cushion, caused Moody's to
revise the SGL rating to SGL-2 (good liquidity arrangements) from
SGL-3 (adequate liquidity arrangements).

Issuer: Quad/Graphics, Inc.

   -- Speculative Grade Liquidity Rating, Changed to SGL-2 from
      SGL-3

   -- Corporate Family Rating, Affirmed at Ba2

   -- Probability of Default Rating, Affirmed at Ba2

   -- Senior Secured Bank Credit Facility, Affirmed at Ba2 with
      the loss given default assessment revised to LGD3, 44% from
      LGD3, 46%

Outlook, Unchanged at Stable

SUMMARY RATING RATIONALE

Quad's Ba2 CFR/PDR is based on expectations that free cash flow
will improve with the successful integration of World Color.  In
the interim, while trailing pro forma Debt-to-EBITDA leverage in
the mid 3x range is moderate (all metrics incorporate Moody's
standard adjustments), an ongoing lack of free cash flow related
to restructuring activities constrains the rating.  Quad acquired
World Color last July and is in the midst of integration efforts.
With significant redundant operations and assets, Quad has an
opportunity to materially recalibrate the combined entity's cost
structure.  Consequently, while industry fundamentals are quite
poor -- with capacity utilization and industrial production value
languishing at recessionary lows, Moody's expects industry-wide
revenue growth to be less than the rate of GDP expansion -- Quad
has a one-time opportunity to increase its EBITDA by reducing
costs without impairing its revenue-generating capacity.  With the
company in the midst of efforts, it is too early to assess steady
state EBITDA margins.  As well, while the friendly nature of the
business combination provided Quad with ample time to formulate
credible integration plans, the differences in the scale and the
magnitude of anticipated synergies (+/- 5% of pro forma Revenues)
continues to suggest that caution is warranted.

Rating Outlook

The outlook is stable, with the company's opportunity to further
de-lever somewhat off-set by very weak industry fundamentals.

What Could Change the Rating Up

Given robust liquidity, a rating upgrade may be considered if
(RCF-CapEx)/TD were expected to be sustained above 10.0% while
(EBITDA-CapEx)/IntExp was to be above 3.75x (measures include
Moody's standard adjustments).  A rating upgrade would also
involve certainty concerning dividend plans.

What Could Change the Rating Down

We would consider a downgrade if free cash flow generation was
expected to be nominal and (RCF-CapEx)/Debt were expected to be
sustained below +/- 5.0% and (EBITDA-CapEx)/IntExp was less than
2.75x (measures include Moody's standard adjustments).  A
significant debt-financed acquisition and/or adverse liquidity
developments could also result in downward rating pressure.

Corporate Profile

Headquartered in Sussex, Wisconsin, Quad/Graphics, Inc. (Quad) is
a publicly traded leading North American commercial printing
company.  Pro forma annual revenues are in the $4.8 billion range.

The principal methodology used in this rating was Probability of
Default Ratings and Loss Given Default Assessments published in
June 2009.


QUANTRX BIOMEDICAL: Accumulated Deficit Cues Going Concern Doubt
----------------------------------------------------------------
QuantRx Biomedical Corp. filed on April 14, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

BehlerMick PS, in Spokane, Washington, expressed substantial doubt
about QuantRx Biomedical's ability to continue as a going concern.
The independent auditors noted that of the Company's accumulated
deficit and lack of revenues.

The Company reported net income of $831,188 on $1.5 million of
revenues for 2010, compared with a net loss of $3.1 million on
$2.6 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.3 million
in total assets, $845,574 in total liabilities, and stockholders'
equity of $456,251.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/VjqLVx

Portland, Oregon-based QuantRx Biomedical Corp. has developed and
ultimately intends to commercialize its innovative PAD based
products for the Over-the-Counter and Point-of-Care markets based
on its patented technology platforms, and its genomic diagnostics,
based on its patented PadKit(R) technology for the worldwide
healthcare industry.


RADIO ONE: Board Approves Stock Repurchase Authorization
--------------------------------------------------------
Radio One, Inc., announced that its Board of Directors has
approved a stock repurchase authorization.  The Company has been
authorized, but is not obligated, to repurchase up to $15 million
worth of its Class A or Class D common stock prior to April 13,
2013.  Repurchases will be made from time to time in the open
market or in privately negotiated transactions in accordance with
applicable laws and regulations.  The timing and extent of any
repurchases will depend upon prevailing market conditions, the
trading price of the Company's Class A or Class D common stock and
other factors, and subject to restrictions under applicable law.
Radio One expects to implement this stock repurchase program in a
manner consistent with market conditions and the interests of the
stockholders, including maximizing stockholder value.  Based on
the closing stock price of Radio One's Class D common stock on
Friday, April 15, 2011, the newly authorized repurchase would
represent approximately 12.1% of the Company's outstanding shares.

Radio One also announced preliminary results for the quarter ended
March 31, 2011.  The Company anticipates net revenue of
approximately $65.4 million, an increase of $6.4 million from the
same period in 2010, an increase of 10.9%.  Station operating
income is anticipated to be approximately $17.2 million to $18.2
million for the three months ended March 31, 2011.  The Company
further anticipates Adjusted EBITDA of approximately $9.2 million
to $10.2 million.  The Company anticipates a net loss of $0.37 to
$0.39 per share for the quarter ended March 31, 2011.

Furthermore, Radio One made two announcements with respect to its
ownership in TV One.  First, it announced that in connection with
its recent increased ownership in TV One, it expects to begin to
account for TV One on a consolidated basis once certain approvals
from other members of TV One have been received.  Radio One
expects to receive these approvals by no later than April 30,
2011.  Finally, Radio One expects that TV One will redeem the
ownership interests held by DIRECTV on or about April 30, 2011.
One effect of the redemption will be to increase the ownership
interests of the remaining members, increasing Radio One's
ownership to approximately 50.8 percent.

                          About Radio One

Based in Washington, Radio One, Inc. (Nasdaq:  ROIAK and ROIA) --
http://www.radio-one.com/-- is a diversified media company that
primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.   Radio One operates
syndicated programming including the Russ Parr Morning Show, the
Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo
Brother Live, CoCo Brother's "Spirit" program, Bishop T.D. Jakes'
"Empowering Moments", the Reverend Al Sharpton Show, and the
Warren Ballentine Show.

The Company also owns a controlling interest in Reach Media, Inc.
-- http://www.blackamericaweb.com/-- owner of the Tom Joyner
Morning Show and other businesses associated with Tom Joyner.
Radio One owns Interactive One -- http://www.interactiveone.com/
-- an online platform serving the African-American community
through social content, news, information, and entertainment,
which operates a number of branded sites, including News One,
UrbanDaily, HelloBeautiful, Community Connect Inc. --
http://www.communityconnect.com/-- an online social networking
company, which operates a number of branded Web sites, including
BlackPlanet, MiGente, and Asian Avenue and an interest in TV One,
LLC -- http://www.tvoneonline.com/-- a cable/satellite network
programming primarily to African-Americans.

The Company reported a net loss of $26.62 million on $279.90
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $48.55 million on $272.09 million of net
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $999.21
million in total assets, $774.24 million in total liabilities,
$30.64 million in redeemable noncontrolling interests and $194.33
million in total stockholders' equity.

In its report dated Aug. 23, 2010, for the Company's fiscal 2009
financial statements, Ernst & Young LLP expressed substantial
doubt as to the Company's ability to continue as a going concern,
given certain covenant violations under the Company's loan
agreements which could have resulted in significant portions of
the Company's outstanding debt becoming callable by the Company's
lenders.  The Company noted that these violations were cured as a
part of certain refinancing transactions more fully described in
our Current Report on Form 8-K filed, Dec. 1, 2010.  Having cured
these violations, the Company's audited financial statements for
2010 have been prepared assuming that it will continue as a going
concern.

                           *     *     *

In the Dec. 10, 2010 edition of the TCR, Moody's confirmed the
Caa1 rating for Radio One, Inc.'s Corporate Family Rating and
confirmed its Caa2/LD Probability of Default Rating.  According to
Moody's, the Caa1 corporate family rating will reflect Radio One's
high pro forma debt-to-EBITDA leverage of approximately 8.0x
(incorporating Moody's standard adjustments) mitigated by improved
operating performance due to expected political advertising gains
in 4Q10 followed by double digit EBITDA gains in 1Q11 compared to
a weak 1Q10.  Despite expected growth in EBITDA and improving
debt-to-EBITDA leverage ratios, reported debt balances will remain
flat at approximately $655 million for the next 12 months due to
the anticipated funding of the TV One capital call as well as the
potential accretion of the PIK portion of the new 12.5%/15%
subordinated notes due 2016.

As reported by the Troubled Company Reporter on March 11, 2011,
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on U.S. radio broadcaster Radio One Inc.
to 'B-' from 'CCC+'.  The rating outlook is stable.  "The 'B-'
rating and stable outlook reflect S&P's view that the
proposed transaction will improve Radio One's financial
flexibility by eliminating near-term refinancing risk and
increasing headroom under financial covenants," said Standard &
Poor's credit analyst Michael Altberg.  "Going forward, S&P
believes the company's increased ownership in TV One LLC, a
growing African American-targeted cable TV network, provides
additional diversity to Radio One's business profile and access to
a more stable revenue stream."


RADLAX GATEWAY: Can Use Amalgamated Bank's Cash Until June 22
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
in an 11th interim order, authorized RadLAX Gateway Hotel, LLC,
and its debtor-affiliates to:

   -- use until June 22, 2011, Radisson Hotel at Los Angeles
      Airport's rooms revenues and food and beverage revenues in
      which the lender has an interest; and

   -- grant adequate protection to a secured lender.

A further hearing in the Debtor's access to the cash collateral
will be held on June 22, 2011, at 11:00 a.m.  Objections, if any,
are due on June 15, 2011.

As reported in the Troubled Company Reporter on Dec. 29, 2009, as
of the petition date, the Debtor and RadLAX Gateway Deck, LLC,
owed in excess of $120 million on account of the construction loan
from Amalgamated Bank, as trustee of the Longview Ultra I
Construction Loan Investment Fund, in its capacity as
administrative agent for itself and San Diego National Bank.

The Debtor would use the cash collateral to pay operating expenses
of the hotel.

As adequate protection to Amalgamated Bank, the Debtor said that
the continued operation and maintenance of the hotel will preserve
the value of the lender's collateral.  The Debtor is not providing
the lender with any additional liens.

The Debtors' use of cash collateral will expire on the earliest to
occur of: (a) June 22, 2010; or (b) the occurrence of a
termination event.


                 About RadLAX Gateway Hotel

RadLAX Gateway Hotel LLC owns the Radisson hotel at Los Angeles
International Airport.  Affiliate River Road Hotel Partners, LLC,
developed and manage the InterContinental Hotel Chicago O'Hare
located in Rosemont, Illinois.  Both are ultimately controlled
owned by Harp Group.

RadLAX Gateway Hotel, LLC, and RadLax Gateway Deck, LLC, filed for
Chapter 11 on Aug. 17, 2009 (Bankr. N.D. Ill. Case No 09-30047),
estimating assets at $50 million to $100 million.

River Road and its affiliates filed for Chapter 11 in Chicago on
August 17, 2009 (Bankr. N.D. Ill. Lead Case No. 09-30029).  Based
in Oak Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.


RBC BANCORPORATION: Fitch Withdraws 'C' Individual Rating
---------------------------------------------------------
Fitch Ratings has withdrawn these ratings for RBC Bancorporation
(USA) as the entity no longer exists:

   -- Long-term Issuer Default Rating (IDR) 'AA'; Outlook Stable;

   -- Short-term IDR 'F1+';

   -- Individual Rating 'C';

   -- Support Rating '1'.


RCC SOUTH: Court Denies Disclosure Statement Approval
-----------------------------------------------------
Sarah S. Curley of the U.S. Bankruptcy Court for the District of
Arizona issued an order denying as moot, the proposed order
approving RCC South, LLC's second amended disclosure statement
explaining its Second Amended Plan of Reorganization.

Judge Curley said it is "[n]ot what the Court ordered," adding
that certain portions of the Disclosure Statement required more
information.

"The Court will not act on this until the Disclosure Statement has
been amended, as ordered, and a red-lined copy is submitted with
any proposed modified Disclosure Statement," Judge Curley ruled.

As reported by the Troubled Company Reporter on Dec 15, 2010,
RCC South delivered to the Court its initial Chapter 11 Plan of
Reorganization and related Disclosure Statement on November 24,
2010.  As contemplated under the initial Plan, the Debtor intends
to continue operating its Class "A" property, from which it
currently derives income from tenants.  The Plan will be funded by
operations of the Real Property and a capital infusion in the
amount of the New Value by Raintree Corporate Center Holdings, LLC
("RCCH"), the Debtor's sole member.  As a showing of good faith
and commitment to the Plan, RCCH will place $250,000 in "escrow"
in the trust account of the Debtor' bankruptcy counsel on or
before the Confirmation Date.  These funds will become a part of
the Estate and will fund the New Value contribution obligations at
confirmation only in the event that RCCH is the successful bidder
for the equity interests in the Reorganized Debtor.

RCC South's Chapter 11 Plan has been amended twice, with the
second amended documents filed on March 16, 2011.

A full-text copy of the Court Order denying Disclosure Statement
approval is available for free at:

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

Scottsdale, Arizona-based RCC South, LLC, owns and operates two
Class A" office buildings known as Phase III and Phase IV of the
Raintree Corporate Center in Scottsdale Arizona.  The Company
filed for Chapter 11 bankruptcy protection on July 27, 2010
(Bankr. D. Ariz. Case No. 10-23475).  John J. Hebert, Esq., at
Polsenelli Shughart, P.C., assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $50 million
to $100 million as of the Petition Date.


REDCO DEV'T: Must Amend Disclosure Statement by Thursday
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon set April 28,
2011, as the deadline for Redco Development Co. LLC to file an
amended disclosure statement explaining its Chapter 11 plan.  If
no objections are filed, the disclosure statement will be
conditionally approved.

As reported in the March 29, 2011 edition of the Troubled Company
Reporter, Robert D. Miller Jr., the United States Trustee for
Region 18, objected to the present iteration of the disclosure
statement.  The U.S. Trustee said the Debtor failed to adequately
disclose the Debtor's cash flow projections in sufficient detail
so that feasibility of on-going operations can be demonstrated.
The U.S. Trustee claimed that the liquidation analysis is
confusing insofar as it seems to provide the that estimated taxes
on the Northgate Note ($660,000) will exceed the value of the note
($340,000).  An explanation of how those figures were determined
should be added for clarity, says the U.S. Trustee.

Creditors Virann Investments LLC and Creditor R.A. Global LLC also
objected to the Disclosure Statement.

                        The Chapter 11 Plan

Under the Chapter 11 plan proposed by Redco Development, all
creditors will be paid in full.  Creditors holding secured claims
will retain their security and will be paid either monthly or when
a $4 million note is paid to Redco Development.

The $4 million note due June 15, 2012, was guaranteed by Guy
Farthing and Steve Morgan, who purchased Redco Development's 25%
stake in Northgate LLC for $5 million.  It is considered the
Company's most valuable asset.

Redco Development's current owner will continue to manage its
operations and use the balance remaining when the note is paid and
excess revenue to make annual payments until unsecured creditors
are paid in full, according to the plan.

                    Implementation of the Plan

Redco Development will collect the Northgate note and may file
legal action if necessary to collect the amount due.  The company,
however, is confident that Mr. Farthing is financially capable of
making the payment, Russ Dale, managing member of Redco
Development, said.

The company is also confident it would retain sufficient funds
from the Northgate note to pay taxes associated with the payoff of
the note.  It expects that even after deducting the funds for the
payment of taxes, it will be able to pay PremierWest, Virann, its
administrative expenses and unsecured creditors from the proceeds
of the note.

Redco Development will also continue to own and operate the McCall
Condominiums in Ashland and the Miller Building, a three-story
office building in downtown Medford.

Banks holding claims secured by the buildings will be paid from
the revenue from those properties.  Any net revenue generated from
a reduction in the interest paid to each bank will be retained for
other payments required by the restructuring plan.

Mr. Dale said that creditors entitled to vote on the restructuring
plan won't receive less than they would receive under a Chapter 7
liquidation.

"[Redco Development's] assets are not easily liquidated so there
is little prospect that a trustee in a Chapter 7 case could sell
the assets for anything close to fair market value," he said.

The Miller Building has equity but it would likely be lost in a
liquidation sale while the McCall Condominiums are currently worth
less than the debt and have not sold despite Redco Development's
efforts, according to Mr. Dale.  He also said that the note "would
be discounted severely because of collectability issues and would
likely not be sold for more than the debt secured by the note."

                About Redco Development Co., LLC

Medford, Oregon-based Redco Development Co., LLC, filed for
Chapter 11 bankruptcy protection on August 3, 2010 (Bankr. D. Ore.
Case No. 10-64783).  James Ray Streinz, Esq., who has an office in
Portland, Oregon, assists the Debtor in its restructuring effort.
The Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.


REGAL ONE: De Joya Griffith Raises Going Concern Doubt
------------------------------------------------------
Regal One Corporation filed on April 14, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

De Joya Griffith & Company, LLC, in Henderson, Nevada, expressed
substantial doubt about Regal One's ability to continue as a going
concern.  The independent auditors noted that the Company does not
generate operating revenue and must liquidate its investment
portfolio to provide cash flow for its operations.

The Company reported a net loss of $133,711 on $0 investment
income for 2010, compared with net income of $514,737 on $0
investment income for 2009.

Results for 2010 included an unrealized loss in stock option
valuation of $166,500. compared to an unrealized gain in stock
option valuation of $805,900 for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.52 million
in total assets, $19,465 in total liabilities, all current, and
stockholders' equity of $1.50 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/d5Tvdi

Los Angeles, Calif.-based Regal One Corporation is a financial
services company which coaches and assists biomedical companies,
through its network of professionals, in listing their securities
on the over-the-counter bulletin board (OTC BB) market.


REGEN BIOLOGICS: Seeks Court Approval to Auction Off Assets
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that ReGen Biologics Inc. said
its existing stakeholder and would-be bankruptcy lender is
offering to forgive as much as $14 million in debt in exchange for
the company's assets, subject to higher bids at auction.

ReGen Biologics Inc., filed for Chapter 11 protection following a
decision by the Food & Drug Administration in March 2011 to
rescind approval of its meniscus implant.  ReGen Biologics in
Hackensack, New Jersey, sought Chapter 11 protection (Bankr. D.
Del. Case No. 11-11083) on April 8, 2011.  An affiliate, RBio,
Inc., also sought protection from creditors (Case No. 11-11084).
Attorneys at Pillsbury Winthrop Shaw Pittman LLP and Phillips,
Goldman & Spence represent the Debtors.  ReGen disclosed
$1,496,261 in assets and $5,208,393 in liabilities as of the
Chapter 11 filing.


REMINGTON RANCH: Hearing on Real Property Sale Set for May 11
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon will convene
a hearing on May 11, 2011, at 10:00 a.m., to consider Remington
Ranch, LLC's sale of approximately 2,080 acres of real property
located in Powell Butte, Oregon, together with all improvements
thereon.

The Debtor contemplates that the sale will include all of the
property, free and clear of liens, claims, and encumbrances.

The local guidelines for sale include, among other things:

   a) Purchase Price -- to be determined at auction, but the
      Initial Bid Amount (and minimum purchase price for the
      property) is $7.5 million.

   b) Sale to Insider -- it is possible, but not certain, that a
      group of current investors (which group would not include
      James M. Pippin) may bid at the auction.

   c) Assumption, Assignment and Rejection of Executory Contracts
      and Unexpired Leases -- effective on the approval and entry
      of the sale order, all executory contracts and unexpired
      leases to which the Debtor is currently or was on the
      Petition Date a party are rejected, unless specifically
      assumed herein.

   d) Competitive Auction -- the sale contemplates an open and
      competitive auction after Qualified Bidders have deposited
      with Debtor a $100,000 cashier's check.  There are no
      provisions restricting Debtor's ability to solicit competing
      offers. The Debtor will determine the highest and best bid
      in accordance with the Bid Procedures.

   e) Use of Proceeds -- all net proceeds from the auction will be
      subject to all liens that have attached to the property and
      are duly perfected.  Columbia State Bank has a duly
      perfected first priority deed of trust against all of the
      property.  The administrative expenses will not exceed
      $600,000 including a broker's commission of 2% on the
      Initial Bid.  If the property is sold at auction for
      $7.5 million, Columbia State Bank will receive $6 million in
      full satisfaction of Debtor's obligation, and, upon receipt
      of said payment, Columbia State Bank will reconvey its trust
      deed.  The broker will receive $150,000 leaving $350,000 for
      the remaining Administrative expenses.  If the auction sales
      price is equal to or exceeds $8 million, Columbia State Bank
      will receive 10% of any bid over the initial bid amount in
      full satisfaction of Debtor's obligation, and, upon receipt,
      Columbia State Bank will reconvey its deed of trust securing
      the note.

   f) Credit Bid -- the motion does not seek to limit the right or
      ability of Columbia State Bank to submit one or more credit
      bids.  No other creditor may submit a creditbid.

The Debtor relates that Bid Procedures do not contemplate a
Stalking Horse Bidder.

The Debtor also asks that the Court approve this sale-related
schedule:

Bid Deadline:              110 days after the date that the Court
                           approves the Bid Procedures Order.

Deposit Deadline:          $100,000 cashier's check deposit due
                           110 days after the date that the Court
                           approves the Bid Procedures Order.

Auction:                   120 days after the date that the Court
                           approves the Bid Procedures Order.  The
                           auction will be held at 10:00 a.m.,
                           PST in this Court.

Sale Hearing:              Ten business days following the
                           completion of the auction.

The Debtor is represented by:

         J. Stephen Werts, Esq.
         Chad M. Stokes, Esq.
         R. Brent Berselli, Esq.
         CABLE HUSTON BENEDICT HAAGENSEN & LLOYD LLP
         Suite 2000, 1001 SW Fifth Avenue
         Portland, OR 97204-1136
         Tel:(503) 224-3092
         Fax: (503) 224-3176
         E-mails: swerts@cablehuston.com
                  cstokes@cablehuston.com
                  bberselli@cablehuston.com

                    About Remington Ranch, LLC

Powell Butte, Oregon-based Remington Ranch, LLC, is a property
developer.  The Company filed for Chapter 11 bankruptcy protection
on January 21, 2010 (Bankr. D. Ore. Case No. 10-30406).  The
Debtor disclosed $29,298,544 in assets and $32,453,284 in
liabilities as of the Petition Date.


RIVER ROAD: Gets Interim OK to Use Cash Collateral Until June 22
----------------------------------------------------------------
River Road Hotel Partners, LLC, et al., sought and obtained, for
the 11th time, interim authorization from the Hon. Bruce W. Black
of the U.S. Bankruptcy Court for the Northern District of Illinois
to use the cash collateral until June 22, 2011.

The Court previously approved the Debtors' use of cash collateral
on an interim basis pursuant to orders dated August 18, 2009;
August 20, 2009; September 17, 2009; October 29, 2009;
December 16, 2009; March 16, 2009; April 21, 2010; June 10, 2010;
June 24, 2010; September 15, 2010; and December 15, 2010.

The Debtors' right to use Cash Collateral will expire on the
earliest to occur of (i) June 22, 2011, (ii) the entry of a Court
order reversing, amending, supplementing, staying, vacating or
otherwise modifying the terms of the 11th Interim Order, (iii) the
conversion of the Debtor's bankruptcy case to a case under Chapter
7 of the Bankruptcy Code, (iv) the appointment of a trustee or
examiner or other representative with expanded powers for the
Debtor, and (v) the occurrence of the effective date or
consummation of a plan of reorganization.

As adequate protection, the Debtors will continue operating their
hotel and use the cash collateral to pay operating expenses of the
hotel, as specified in the budget.  A copy of the budget is
available for free at:

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

By the 20th business day following the final day of every month
for the period contained in the Budget, the Debtors will deliver
to the Lender and the Committee: (i) comparison of the amounts set
forth in the Budget to actual results for the prior month; (ii) a
financial statement for the hotel for the prior month showing a
comparison to the Budget and a comparison to the prior year; (iii)
a balance sheet for the hotel for the prior month; (iv) a report
from the asset manager for the prior month; and (v) STR report for
the hotel for the second month prior.

The Court has set a further hearing for June 22, 2011, at
11:00 a.m. on the Debtors' use of the cash collateral.

                   About River Road Hotel Partners

River Road Hotel Partners, LLC, developed and manage the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago on
August 17, 2009 (Bankr. N.D. Ill. Lead Case No. 09-30029).  Based
in Oak Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at
$50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.


ROBERT BRENNAN: Investors Have Until May 31 to File Claims
----------------------------------------------------------
News Transcripts reports that checks totaling $1.54 million are
being mailed to 72 investors who were defrauded by Robert Brennan,
the restitution coming after the New Jersey Bureau of Securities
successfully sued the former financier and then tracked down
assets he had hidden.

According to the report, additional investors who were defrauded
by Brennan have until May 31 to submit a claim for restitution to
the court-appointed receiver, according to a press release from
the New Jersey attorney general.

News Transcripts recounts that in August 1995 the Bureau of
Securities filed suit against Mr. Brennan and L.C. Wegard, an
investment firm that Mr. Brennan controlled, and other defendants,
alleging violations of the New Jersey Securities Law and the New
Jersey Racketeer Influenced and Corrupt Organizations (RICO) Act.

Mr. Brennan that same month filed a voluntary Chapter 11
bankruptcy petition.  In June 1999 the bureau obtained a
$45 million nondischargeable judgment against Mr. Brennan and L.C.
Wegard.  A protracted effort to find assets to satisfy the
judgment then began, as Mr. Brennan claimed he did not have
assets, according to the press release.  Ultimately, bureau
investigators tracked down assets that Mr. Brennan had attempted
to hide.  A pension fund that Mr. Brennan had set up for himself
was among the assets seized.

According to the report, L.C. Wegard customers during the period
Oct. 1, 1991, to Sept. 30, 1994, may be qualified to file a claim
if they purchased any of the following securities during this time
period:

  * AGP&Co.
  * Chefs International Inc.
  * Consolidated Technology Group, Ltd.
    (formerly known as Sequential Information Systems Inc.)
  * Diamond Entertainment Corp. (common stock and warrants)
  * Futurebiotics Inc.
  * Gates/FA Distributing Inc.
  * Gentner Communications Corp.
  * Great American Recreation Inc. (common stock, zero coupon
    subordinated debentures, subordinated pay in kind Debentures)
  * Immunotherapeutics Corp.
  * Lafayette Industries Inc.
  * Linkon Corp.
  * Metalclad Corp.
  * Nacoma Consolidated Industries Inc.
  * Non-Invasive Monitoring Systems Inc.
  * Officeland Inc.
  * PDK Labs Inc.
  * Primedex Health Systems Inc. (common stock, subordinated
    convertible debentures)
  * Process Equipment Inc.
  * Sanyo Industries Inc.
  * Site Holdings Inc. (formerly known as Site-Based Media Inc.)
  * U.S. Transportation Systems Inc.

                      About Robert E. Brennan

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

Robert Brennan filed for Chapter 11 protection in 1995.


ROCK & REPUBLIC: Court Approves Judge Glenn as Mediator
-------------------------------------------------------
Chief Bankruptcy Judge Arthur Gonzalez approved the selection of
Judge Martin Glenn as mediator in conncection with Rock & Republic
Enterprises Inc.'s objection to Claim Nos. 23-1 and 24-1 filed by
144 Spring Realty LLC.

The trial on the objection will continue on June 1 and 2, 2011.

                     About Rock & Republic

Rock & Republic Enterprises, Inc., was a wholesale and retail
apparel company specializing in an avant-garde and distinctive
line of clothing.  Rock & Republic Enterprises, Inc., and Triple
R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
Nos. 10-11728 and 10-11729) on April 1, 2010, represented by
attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York.
Manderson, Schaefer & McKinlay, LLP, was the Company's special
corporate counsel.  Rosen Seymour Shapss Martin & Company LLC
served as the Debtors' Forensic Accountants.  Donlin Recano served
as claims and noticing agent.  The Company estimated $50 million
to $100 million in assets, and $10 million to $50 million in
liabilities.

The Official Committee of Unsecured Creditors was represented by
Robert M. Hirsh, Esq., at Arent Fox LLP, and Schuyler G. Carroll,
Esq., at Perkins Coie LLP, as bankruptcy counsel.

In December 2010, VF Corporation, Rock and Republic and The
Official Committee of Unsecured Creditors executed an asset
purchase agreement for VF to acquire the trademarks and
intellectual property -- but not the business operations or retail
stores -- of Rock and Republic.  VF is a global leader in branded
lifestyle apparel with more than 30 brands, including Wrangler(R),
The North Face(R), Lee(R), Vans(R), Nautica(R), 7 For All
Mankind(R), Eagle Creek(R), Eastpak(R), Ella Moss(R), JanSport(R),
lucy(R), John Varvatos(R), Kipling(R), Majestic(R), Napapijri(R),
Red Kap(R), Reef(R), Riders(R)and Splendid(R).

Subsequently, the Debtors, the Committee and VF proposed a plan of
liquidation for Rock & Republic predicated upon the VF deal.  VF
agreed to purchase the Debtors' IP assets for $57 million.  The
inventory, stores and other assets that VF did not buy are to be
transferred to a liquidating trust under the plan.

On March 23, 2011, the Bankruptcy Court entered an order
confirming the Amended Joint Consolidated Joint Chapter 11 Plan
for Rock & Republic and Triple R.  The Plan became effective on
March 30 and David K. Gottlieb was appointed as the Liquidating
Trust Administrator.


ROPER BROTHERS: Plan of Liquidation Became Effective April 1
------------------------------------------------------------
Roper Brothers Lumber Company, Inc. and its debtor affiliates
notify parties-in-interest that their Chapter 11 Plan of
Liquidation became effective on April 1, 2011.

As reported in the Troubled Company Reporter on October 22, 2010,
the Debtors have liquidated substantially all of their assets
except for the Lake Margaret Property and certain Causes of
Action.

According to the Disclosure Statement, the Plan provides that on
the Effective Date, (1) each of the Debtors will be deemed
dissolved; (2) the members of the board of directors of each of
the Debtors will be deemed to have resigned; (3) the Debtor will
fund an account to pay the Convenience Class Claims; and (4) all
remaining assets of the Debtors will be transferred to a
Liquidation Trust for the benefit of the Debtors' creditors.

                 Treatment of Claims and Interests

Class 2 - Wells Fargo Bank's Secured Claim will be paid in full
from the proceeds from the sale of property owned by the Debtors
on which Wells Fargo had a valid, enforceable lien.

Class 3 - Franklin Federal Savings and Loan Association of
Richmond's Secured Claim -- at the sole option of the Liquidation
Trustee, (a) the legal equitable and contractual rights of the
Holder of Allowed Class 3 Claims will be reinstated in full; (b)
will receive in full satisfaction, settlement, and release of, and
in exchange for, the Holder's Allowed Secured Claim, (c) other,
less favorable treatment as is agreed upon by the Debtors or the
Liquidation Trustee, as applicable, and the Holder of the claim.

Class 4 - Other secured claims -- at the sole option of the
Liquidation Trustee, will receive (a) cash in the amount of the
Allowed Secured Claim on the later of the Effective Date and the
date the Claim becomes an Allowed Claim, or as soon thereafter as
practicable; (b) the property of the estate which constitutes
collateral for the Allowed Secured Claim on the later of the
Effective Date and the date the claim becomes an Allowed Claim, or
as soon thereafter as practicable, or (c) other, less favorable
treatment as is agreed upon by the Debtors or the Liquidation
Trustee, as applicable, and the holder of the Claim

Class 5 - General unsecured creditors are projected to receive an
initial dividend of 1% to 5.5% on their Allowed Claim, with
additional distributions based upon the realizations of the
Liquidation Trust in liquidating certain trust assets, including
the Lake Margaret Property.  The estimated initial distribution is
$130,000 to $582,000.

Class 6 - Convenience Class Claims will be paid 20% of the Allowed
Claim on the later of the Effective Date and the date the Claim
becomes an Allowed Claim.

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

               About Roper Brothers Lumber Company

Headquartered in Petersburg, Virginia Roper Brothers Lumber
Company, Incorporated, filed for Chapter 11 bankruptcy protection
on December 16, 2009 (Bankr. E.D. Va. Case No. 09-38215).
Durrettebradshaw PLC represents the Debtor.  The Company disclosed
$13,752,899 in assets and $16,658,187 in liabilities.


SAGUARO RANCH: Plan Hearing Set Ahead of May 27 Auction
-------------------------------------------------------
Dale Quinn at the Arizona Daily Star reports that Judge Eileen W.
Hollowell set a confirmation hearing for May 16, 2011, regarding
Saguaro Ranch's Third Amended Plan of Reorganization to avoid a
foreclosure sale at the luxury development northwest of Tucson.

According to the report, in February, Judge Hollowell lifted a
stay that kept creditors Kennedy Funding Inc. and Anglo-American
Financial LLC from moving forward with a foreclosure.  The
creditors then filed documents with the Pima County Recorder's
Office saying Saguaro Ranch Investments LLC and Saguaro Ranch
Development Corp. had defaulted on $50 million in loans.  An
auction was scheduled for May 27, 2011.

If the judge approves the reorganization plan it will moot the
foreclosure sale, said Saguaro Ranch's bankruptcy attorney, Eric
Slocum Sparks.

Several Saguaro Ranch development companies filed for Chapter 11
bankruptcy protection in February 2009.

Stephen Daniel Phinny himself sought Chapter 11 protection (Bankr.
D. Ariz. Case No. 09-04669) on March 13, 2009.  Eric Slocum
Sparks, Esq., at Eric Slocum Sparks PC, in Tucson, Arizona,
represents Mr. Phinny in the Chapter 11 case.  Mr. Phinny
disclosed $56,740,592 in assets and $36,666,296 in liabilities as
of the Chapter 11 filing.


SAN JOAQUIN: S&P Puts Revenue Bonds 'BB-' Rating on Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said it has placed its 'BB-'
long-term rating on San Joaquin Hills Transportation Corridor
Agency (SJHTCA), Calif.'s senior- and subordinate-lien toll road
revenue bonds on CreditWatch with negative implications.

"The CreditWatch listing reflects our view of the agency's
decision to ask bondholders to amend its rate covenant provisions,
which would lower its debt service coverage ratio requirement to
1.00x from 1.30x and allow the agency to use cash available in
reserves to meet its debt service requirements.  In addition, the
agency wants to extend the maturity dates of $430 million in
convertible capital appreciation bonds," S&P stated.

"Standard & Poor's expected the agency to review options to
increase its financial flexibility," said Standard & Poor's credit
analyst Todd Spence.  "The actions taken by the agency have both
positive and negative aspects.  The CreditWatch listing reflects
our view that these actions could potentially weaken the credit."

"Standard & Poor's expects to resolve the CreditWatch within the
next 90 days, during which time we will determine the rating
impact, if any, from the proposed indenture changes and the
restructured debt," Mr. Spence said.


SANSWIRE CORP: Argus One UAV Completes Initial Flight Testing
-------------------------------------------------------------
Sanswire Corp. announced that its Argus One UAV has successfully
completed its initial series of flight tests to an altitude of 500
feet.  The restricted, low altitude flight tests were conducted
under tower control at Easton Airport by its technical partner,
Eastcor Engineering.

The initial series of flight tests involved aerodynamic
assessments of the Argus One's new airship design, its envelope
and stability and propulsion systems.  The Argus One airship made
a number of controlled ascents and descents and was flown both
with and without its engine running to evaluate the airship's
handling and stability characteristics.  At all times during these
initial tests, the airship was tethered to the ground to comply
with currently applicable regulations and for safety reasons.
Control of the Argus One's systems was accomplished during the
flight tests by wireless line of sight digital signaling.
Subsequent tests of the Argus One in Easton, MD will, among other
things, evaluate the electronic flight attitude control systems,
autopilot and vehicle control interfaces, sensor command and
control, data exfiltration and a new propulsion system with a more
powerful engine.  This series of low altitude flight testing in
Maryland is designed to prepare the Argus One for its upcoming
flight tests at the U.S. Army's proving ground facility in Yuma,
AZ where higher altitude, untethered flight testing will commence.
Once the Argus One airship design has been proven in these
controlled tests, the Company expects to file for an experimental
license from the Federal Aviation Administration that will enable
the Company to perform more wide scale testing of its airship.

Additionally, Sanswire Corp. announced that it has changed its
corporate name to World Surveillance Group Inc.  The new name
reflects the Company's intention to focus on providing enhanced
global intelligence, surveillance, and reconnaissance and
monitoring services following its recently executed letter of
intent to acquire satellite based tracking firm, Global Telesat
Corp.  WSGI has been issued a new CUSIP number by Standard and
Poor's and has requested a new stock ticker symbol, which it
expects FINRA to assign in the near future.  The Company will
continue trading on The OTC Bulletin Board under the ticker SNSR
until it receives its new stock symbol from FINRA.  In connection
with its name change and the Company's new focus and direction,
the Company is unveiling a new website www.wsgi.com which includes
pictures and videos of the Argus One test flights in Maryland.

Glenn Estrella, President and CEO of WSGI stated "We are very
excited by the performance of the Argus One in its initial test
flights and plan to continue testing in Maryland in preparation
for higher altitude, less restricted testing next month in Yuma.
Each new test allows us to advance the development of our airship
and we continue to believe the Argus One UAV will be able to
deliver capabilities that are currently in strong demand in the
marketplace today at acquisition and operating costs that makes
the Argus One attractive to both government and commercial
customers."  Mr. Estrella added "We look forward to working with
our partners to continue the development, demonstration and
commercialization of our Argus One airship."

Michael K. Clark, the Company's Chairman of the Board, added, "In
connection with our desire to acquire GTC and the combined
company's expected focus on providing global ISR and monitoring
services through its integrated product offerings, we decided to
change our corporate name to reflect the Company's new mission.
We have redesigned our corporate website to more fully showcase
the advances the Company has made and its new direction."

                        About Sanswire Corp.

Aventura, Fla.-based World Surveillance Group Inc. f/k/a Sanswire
Corp. develops, markets and sells autonomous, lighter-than-air
unmanned aerial vehicles capable of carrying payloads that provide
persistent security solutions at low, mid and high altitudes.  The
Company's airships are designed for use by government-related and
commercial entities that require real-time intelligence,
surveillance and reconnaissance support for military, homeland
defense, border and maritime missions.

The Company reported a net loss of $9.79 million on $250,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $9.41 million on $0 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $36,247 in
total assets, $19.39 million in total liabilities and
$19.36 million in total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditor noted that the Company has experienced
significant losses and negative cash flows, resulting in decreased
capital and increased accumulated deficits.


SANTA CLARA: Court Confirms 3rd Amended Plan of Reorganization
--------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California confirmed Santa Clara Square,
LLC's Third Amended Chapter 11 Plan of Reorganization on
March 31, 2011.

The Court approved the Disclosure Statement explaining the
Debtor's Chapter 11 Plan on March 4, 2011.

The Court held that all of the applicable confirmation
requirements set forth in Section 1129 of the Bankruptcy Code have
been satisfied.

The Confirmation Order provides, among other things, that on the
effective date of the Plan, the Reorganized Debtor will be
responsible for making distributions pursuant to the terms and
conditions of the Plan, and will hold and administer any
reserves created by the terms of the Plan, except as otherwise
provided in the Plan.  The distributions will be funded by, among
other things, the "Essex Investment" as described in the Plan,
which will be utilized in this manner:

   (a) $700,000 of the Essex Investment will be used to fund the
       El Camino Reserve on the Effective Date;

   (b) $3,994,110 of the Essex Investment will be paid to El
       Camino to be applied to the principal balance of the El
       Camino Loan to reduce the balance to $10,500,000;

   (c) $1,700,000 of the Essex Investment (plus any Delayed
       Effectiveness Charges) will be paid to El Camino on the
       Effective Date to cure all allowed and outstanding
       arrearages, including without limitation all accrued
       interest, late fees and reimbursable costs (including
       attorneys' fees);

   (d) Approximately $900,000 of the Essex Investment will pay
       all past due real property taxes and assessments on the
       Property on the Effective Date, provided that Essex will
       pay the second installment of 2010/2011 real property
       taxes that are delinquent after April 10, 2011 from funds
       other than the Essex Investment;

   (e) Up to $100,000 of the Essex Investment denoted as
       Unsecured Claims Primary Funds will be utilized to pay
       holders of Allowed Class D-2 Claims;

   (f) Essex will fund the Unsecured Claims Excess Reserve with
       funds from the Essex Investment, as and when the reserve
       may be required;

   (g) Up to $300,000 of the Essex Investment will be paid to
       holders of allowed Class A administrative expenses, as
       when the expenses are approved by the Bankruptcy
       Court; and

   (h) Up to $1,500,000 of the Essex Investment will be utilized
       to pay costs and expenses incurred in connection with
       obtaining entitlements and governmental approvals for the
       development of the Property according to the Development
       Plan, which costs and expenses will be paid as they are
       incurred during the Term of the Plan.

Essex, as the Class A Member and the sole Manager of the
Reorganized Debtor, will have no obligation to make any
contributions to the Reorganized Debtor other than the Essex
Investment, and the agreement to pay the second installment of
2010/2011 secured real property taxes.  Nothing, however, will
limit (i) the obligations of the Reorganized Debtor under the
Reorganized Debtor Note or the El Camino Deed of Trust, or (ii)
the obligations of Essex Portfolio, L.P. under the EPLP Guaranty.

A full-text copy of the Confirmation Order is available for free
at http://bankrupt.com/misc/SANTACLARA_Confirm_Order.pdf

                     About Santa Clara Square

Los Altos, California-based Santa Clara Square, LLC, filed for
Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. N.D.
Calif. Case No. 09-61196).  The Company estimated $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.

The Debtor is represented by:

     Lawrence A. Jacobson, Esq.
     Sean M. Jacobson, Esq.
     COHEN AND JACOBSON, LLP
     900 Veterans Boulevard, Suite 600
     Redwood City, California 94063
     Tel: (650) 261-6280
     Fax: (650) 368-6221
     E-mail: laj@cohenandjacobson.com
             sean@cohenandjacobson.com



SBARRO INC: Gets More Time to File Schedules And Statements
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extend the deadline of Sbarro Inc. and its debtor-affiliates to
file schedules of assets and liabilities, schedules of current
income and expenditures, schedules of executory contracts and
unexpired leases and statements of financial affairs for an
additional 16 days to a total of 30 days from the Petition Date.

The Debtors said that the scope and complexity of the Debtors'
businesses, coupled with the limited time and resources available
to the Debtors to marshal the required information, necessitate an
extension of the deadline to file the Schedules and Statements.

                        About Sbarro, Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and 70% of its senior noteholders on the
terms of a reorganization plan that will eliminate more than half
of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen &
Co. is the Debtors' communications advisor.


SCHUTT SPORTS: Plan Confirmation Hearing Scheduled for May 9
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on May 9, 2011, at 2:30 p.m., prevailing Eastern
Time, to consider the confirmation of the First Amended Plan of
Liquidation proposed by Schutt Sports, Inc., et al. and the
Official Committee of Unsecured Creditors.  Objections, if any,
are due April 29, 2011, at 4:00 p.m.

Ballots accepting or rejecting the plan are due April 29, at
5:00 p.m.  Ballots must be filed with the Debtors' voting agent:

         Logan & Company, Inc.
         546 Valley Road
         Upper Montclair, NJ 07043

According to the Disclosure Statement, as amended, the Plan
provides for the following recovery for holders of claims and
interests:

   Class of Creditors            Estimated Percentage Recovery
   ------------------            -----------------------------
Class 2 - Secured Creditors                100%

Class 3 - General Unsecured Claims SH      - 1% to 3%
                                   SSI     - 1% to 3%
                                   Circle  - 1% to 3%
                                   Melas, Mt. View, RDH and
                                   Triangle - Each less than 1%

Class 4 - Critical Trade vendor    Each less than 1%
          Claims

Class 5 - Unsecured Convenience    18%
          Claims

Class 6 - Penalty Claims           Less than 1%

Class 7 - Interest                 Less than 1%

Class 8 - Intercompany Interest    0%

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/SchuttSports_DS329.pdf

On April 8, the Debtors notified the Court that they had withdrawn
the Disclosure Statement for the First Amended Plan of Liquidation
proposed by the Debtors and the Official Committee of unsecured
Creditors dated as of March 30, 2011.  The Debtor add that they
will refile a corrected document.

                        About Schutt Sports

Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufactured team sporting
equipment, primarily for football, baseball and softball.

Schutt Sports filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12795) on Sept. 6, 2010.  The Company was
forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel.  Ernst & Young is the
Debtor's financial advisor.  Oppenheimer & Co., Inc., is the
Debtor's investment banker.  Logan & Company is the claims and
notice agent.  The Official Committee of Unsecured Creditors
tapped Lowenstein Sandler PC as its counsel.  Womble Carlyle
Sandridge & Rice, PLLC also represents the Committee.

The Debtor estimated assets and debts at $50 million to
$100 million as of the Petition Date.

Platinum Equity in December 2010 completed the acquisition of
substantially all the assets of Schutt Sports through a
transaction conducted under Section 363 of the U.S. Bankruptcy
Code, and Schutt Sports, Inc.'s Chapter 11 estate changed its
name to SSI Liquidating, Inc.


SCOVILL FASTENERS: Has Court's Interim Nod to Use Cash Collateral
-----------------------------------------------------------------
Scovill Fasteners Inc., et al., sought and obtained on April 20,
2011, interim authorization from the Hon. Robert E. Brizendine of
the U.S. Bankruptcy Court for the Northern District of Georgia to
use up to $550,000 of cash collateral from April 19, 2011, through
and including 5:00 p.m., Eastern standard time, of April 25, 2011.

John C. Weitnauer, Esq., at Alston & Bird LLP, explained that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

Scovill is party to a certain credit agreement, dated as of
Feb. 2, 2004, as amended, by and between Scovill, as borrower, and
General Electric Capital Corporation, for itself as prepetition
lender and as agent for the prepetition lenders.  Parent, PCI, Rau
and Scomex are each guarantors under the prepetition credit
agreement.  As of the Petition Date, Scovill was indebted to the
Lenders in respect of (i) the revolving credit advances in the
approximate principal amount of $13,399,685.87 and approximately
$258,440.74 in accrued interest and fees; (ii) the Term
Loan B in the principal amount of $10,000,000 and approximately
$575,342.47 in accrued interest and fees; (iii) the Term Loan C in
the principal amount of $2,075,000 and approximately $39,040.70 in
accrued interest and fees; (iv) interest accruing thereon and
(v) other costs, fees, expenses, and charges now or hereafter
payable thereunder.  The prepetition credit agreement is secured
by all, or substantially all, of the assets of Parent, Scovill,
PCI, Rau and Scomex.

The Prepetition Agent consents to the Debtors' use of cash
collateral.

The cash collateral may be used solely to purchase raw materials
and components for use in the Debtors' business.  As adequate
protection for any diminution in the value of the Prepetition
Agent and Prepetition Lenders' interest in any property of the
Debtors, the Prepetition Lenders are granted valid, binding,
enforceable, nonavoidable and perfected replacement liens on and
security interests in all currently owned and hereafter acquired
assets or properties of each Debtor and its estate.

                         DIP Financing

The Debtors also asked for court approval to obtain postpetition
financing from a syndicate of lenders led by General Electric
Capital Corporation as Agent as DIP agent.

The Debtors have entered into a purchase agreement for the sale of
their assets and have or are filing a motion to consummate this
sale or sale to a higher and better bidder.  The Debtors will need
financing to continue their operations until a sale is completed.
Given their prepetition capital structure, the Debtors' assets are
fully encumbered and thus the Debtors need financing.

The DIP Lenders have committed to provide a senior secured,
priming and super-priority revolving credit facility of up to
$20,772,167.31.

At the Debtor's option, revolving credit advances will bear
interest at (i) the index rate plus the applicable revolver
interest margin, or (ii) the LIBOR rate plus the applicable
revolver LIBOR margin.

Index Rate is a floating rate equal to the highest of (i) the rate
publicly quoted from time to time by The Wall Street Journal as
the "base rate on corporate loans posted by at least 75% of the
nation's 30 largest banks", and (ii) the federal funds rate plus
50 basis points per annum.  Applicable revolver interest margin
means 5.25% per annum.

LIBOR rate means for each LIBOR period, a rate of interest per
annum equal to the offered rate per annum for deposits of dollars
for the relevant interest period that appears on Reuters Screen
LIBOR01 Page, as of 11:00 a.m. (London, England time) on the day
which is two Business Days prior to the first day of the interest
period adjusted for reserve requirements.  Applicable revolver
LIBOR margin is 8.00% per annum.

Following an event of default the interest rates applicable to the
revolving loan will be increased by two percentage points (2%) per
annum unless DIP Agent or Requisite DIP Lenders elect to impose a
smaller increase.

Upon the commitment termination date, which is the earliest of (a)
120 days after the Petition Date, (b) 35 days after entry of the
interim court order if the final court order is not entered prior
to the expiration of the 35-day period, (c) the closing of a sale
of all or substantially all of the Debtors' assets, (d) the
effective date of a plan of reorganization or liquidation in any
of the Chapter 11 cases, and (e) the occurrence of any termination
event.

The termination event includes the Debtors' (a) failure to deliver
13-week cash flow budget, (b) failure to conduct weekly update
progress call on strategic alternatives, (c) failure to file a
motion which provides for the sale of all or substantially all of
its assets within two days of the Petition Date, which motion will
be acceptable to Agent in its sole and absolute discretion,
(d) failure to obtain an order approving bidding procedures
relating to the sale of all or substantially all of the assets of
the Debtors within 25 days of the Petition Date, which order will
be acceptable to Agent in its sole and absolute discretion,
(e) failure to obtain an order confirming the sale by June 12,
2011, which order will be acceptable to Agent in its sole and
absolute discretion, or (f) failure to consummate the sale by
July 1, 2011.

Events of default include the Debtors' failure to: (i) within two
days of the Petition Date, file a motion, acceptable to Agent in
its sole and absolute discretion, providing for the sale of
substantially all of the Credit Parties' assets; (ii) within 25
days of the Petition Date, obtain an order, acceptable to Agent in
its sole and absolute discretion, approving bidding procedures
relating to the sale of substantially all of the Credit Parties'
assets; (iii) by June 12, 2011, obtain an order, acceptable to
Agent in its sole and absolute discretion, confirming the sale; or
(iv) by July 1, 2011, consummate the sale.

The Debtors' obligations under the DIP facility are secured by all
of the assets of the Debtors or their estates.

A copy of the Debtors' credit agreement is available for free at:

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

                       About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ga. Case No. 11-21650) on April 19, 2011.  Heather N.
Byrd, Esq., and John C. Weitnauer, Esq., at Alston & Bird LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets at $10 million to $50 million and debts at $100 million
to $500 million.

Affiliates Scovill, Inc., Scomex, Inc., Rau Fastener Company,
L.L.C., and PCI Group, Inc., filed separate Chapter 11 petitions.


SCOVILL FASTENERS: Taps BMC Group as Claims & Noticing Agent
------------------------------------------------------------
Scovill Fasteners Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Northern District of Georgia to
employ BMC Group, Inc., as claims and noticing agent.

BMC will, among other things:

     a. prepare and service required notices in the Debtors'
        bankruptcy cases;

     b. maintain an up-to-date mailing list for all entities that
        have filed proofs of claim or proofs of interest, which
        list will be made available upon request to the Clerk of
        Court or any party in interest;

     c. provide the public and the Clerk of Court access to copies
        of the proofs of claim or proofs of interest filed in the
        Debtors' bankruptcy cases without charge during regular
        business hours; and

     d. record all transfers of claims and provide notice of the
        transfers.

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

        Data Entry/Administrative Support        $25/$45-$65
        Analysts                                     $80-$110
        Consultants                                 $110-$145
        Project Managers                            $175-$250
        Director/Principal                          $250-$275

A copy of BMC's service agreement with the Debtors is available
for free at http://bankrupt.com/misc/SCOVILL_bmcservicepact.pdf

Tinamarie Feil, the Director of Client Services for BMC, assures
the Court that the firm is a "disinterested person" within the
meaning of section 101(14) of the Bankruptcy Code.

                       About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ga. Case No. 11-21650) on April 19, 2011.  Heather N.
Byrd, Esq., and John C. Weitnauer, Esq., at Alston & Bird LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets at $10 million to $50 million and debts at $100 million
to $500 million.

Affiliates Scovill, Inc., Scomex, Inc., Rau Fastener Company,
L.L.C., and PCI Group, Inc., filed separate Chapter 11 petitions.


SEAGATE TECH: Moody's Says Ba1 CFR Unaffected by Samsung Agreement
------------------------------------------------------------------
Moody's Investors Service said Seagate Technology HDD Holdings Ba1
Corporate Family Rating (CFR) is not immediately impacted by the
announcement that the company has entered into a definitive
agreement to combine its operations with the hard disk drive
business of Samsung (rated A1).

The principal methodologies used in this rating were Global
Technology Hardware published in September 2010, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.  Other methodologies and
factors that may have been considered in the process of rating
this issuer can also be found on Moody's website.

Seagate Technology HDD Holdings, with headquarters in Scotts
Valley, CA, is a leading manufacturer of disk drive products used
as the primary medium for storing electronic information in
systems ranging from PCs and consumer electronics to data centers.


SEDONA DEVELOPMENT: Has Access to Cash Collateral Until June 30
---------------------------------------------------------------
Honorable Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona authorized Sedona Development Partners, LLC,
and The Club at Seven Canyons, LLC, to use the cash securing their
debt obligations with Specialty Trust, Inc., until June 30, 2011.

As reported in the Troubled Company Reporter on July 19, 2010,
Specialty Financial and Specialty Trust, Inc., claimed that there
exists a principal balance due and owing under the loans in excess
of $54,384,000 secured by one or more of the parcels comprising
the property, and portions of the income.

The Debtors would use the revenue derived from the golf course and
related facilities to fund its postpetition operations, plus a 10%
variance on the entire budget.

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection on May 27, 2010 (Bankr. D. Ariz. Case No. 10-16711).
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  Polsinelli Shughart PC
assists the Debtors in their restructuring efforts.  Lender
Specialty Trust is represented by Joseph E. Cotterman, Esq., and
Nathan W. Blackburn, Esq., at Gallagher & Kennedy, P.A.  Sedona
disclosed $29,171,168 in assets and $121,679,994 in liabilities.


SESI LLC: Moody's Ups CFR to 'Ba2', Unsec. Notes Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to SESI, L.L.C.'s
(a wholly-owned subsidiary of Superior Energy Services, Inc.)
proposed $400 million senior unsecured notes due 2019.  At the
same time, Moody's upgraded SESI's Corporate Family Rating to Ba2
from Ba3, its Probability of Default Rating to Ba2 from Ba3 and
its senior unsecured notes due 2014 to Ba3 from B1.  Moody's also
assigned SESI a SGL-2 Speculative Grade Liquidity rating.  The
rating outlook is stable.

Ratings Rationale

The ratings assume proceeds from the proposed note issuance
will be used to redeem the company's $400 million 1.50% senior
exchangeable notes due 2026 on or about December 15, 2011.  In the
interim period, proceeds will be used to repay revolver drawings,
with the remainder invested in U.S. government backed securities.

The ratings upgrade reflects the company's success in maintaining
low financial leverage throughout the cycle and the expectation of
relatively conservative financial policies in the execution of its
growth strategy.

Superior's Ba2 Corporate Family Rating reflects the company's size
and scale, diversified service offerings, a substantial production
related focus and growing global footprint.  The rating is also
supported by the company's relatively low financial leverage.
Superior's ratings are constrained at the Ba2 level by the
company's continued, albeit decreasing, concentration in the U.S.
Gulf of Mexico and the inherent cyclicality and volatility of the
oilfield services industry.

Superior has maintained low financial leverage over the past
several years, with leverage below the average of its Ba2 peer
group.  Superior's debt/EBITDA, as adjusted for Moody's
adjustments, was 2.5x at Dec. 31, 2010.  The company's relatively
low financial leverage enhances its ability to withstand industry
cyclicality and volatility and pursue its growth strategy.

The stable rating outlook assumes that Superior will maintain
conservative leverage metrics as it continues to expand outside of
the Gulf of Mexico into domestic land and international markets,
with material acquisitions funded with a meaningful equity
component.

The ratings could face downward pressure if management pursues
aggressive operating and financial policies, including increasing
its financial leverage to over 3.0x debt/EBITDA in the current up-
cycle earnings environment, debt financing material acquisitions
or debt financing share repurchases.

Given the ratings upgrade, a positive rating action is not
expected over the next 12-18 months.  Over the longer term,
increased scale, greater geographic diversification, and enhanced
market positions, along with continuing low financial leverage
through the cycle (debt/EBITDA below 2.5x) could positively impact
the ratings or outlook.

Superior's SGL-2 rating reflects a good liquidity profile, with
capital expenditures expected to be funded with cash flow in 2011.
Superior's liquidity profile is strengthened by the availability
under its $400 million credit facility and ample headroom under
the facility's financial covenants.

The Ba3 rating on SESI's senior unsecured notes reflects both the
overall probability of default of Superior, to which Moody's
assigns a Probability of Default of Ba2, and a loss given default
of LGD 4 (64%).  The senior unsecured notes rating of Ba3, one
notch below the Ba2 Corporate Family Rating, reflects the
contractual subordination of the notes relative to SESI's secured
bank credit facility.  The bank credit facility is secured by
substantially all of Superior's assets.  Both the credit facility
and senior unsecured notes are guaranteed by Superior Energy
Services, Inc., and all of Superior's wholly-owned subsidiaries.

The principal methodology used in rating SESI, L.L.C., was the
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.

Superior Energy Services, Inc., is headquartered in New Orleans,
Louisiana.


SILVER STATE: CML-NV Sues Plise Over $18 Mil. Deficiency on Loan
----------------------------------------------------------------
John G. Edwards at the Las Vegas Review-Journal reports that CML-
NV ONE, a Florida company with ties to Lennar Corp. and the
Federal Deposit Insurance Corp., is suing developer William Plise
and City Crossing 3 for a $18 million deficiency on a loan that
failed Silver State Bank made in 2007.

CML-NV ONE filed a lawsuit in federal court over the deficiency.
The second limited liability company has two members, an entity
controlled by Jeffrey Krasnoff of Florida and a company controlled
by Lennar Corp.

City Crossing filed for Chapter 11 bankruptcy but the case was
dismissed in November of 2008 because all of the assets were
encumbered and there was no possibility of recovering money
through restructuring, the Las Vegas Review-Journal quotes Lenard
Schwartzer, an attorney for the City Crossing.

Las Vegas, Nevada-based City Crossing 1, LLC, is the developer of
the City Crossing -- a planned 126-acre, 6-million-sf mixed-use
development in Henderson, Nevada.  The company filed for Chapter
11 relief on June 2, 2008 (Bankr. D. Nev. Case No. 08-15780).
Jeanette E. McPherson, Esq., and Lenard E. Schwartzer, Esq., at
Schwartzer & McPherson Law Firm, Melanie Scott, Esq., and Roberto
J. Kampfner, Esq., at White & Case LLP, represent the Debtor as
counsel.  In its schedules, the Debtor disclosed total assets of
$242,025,172, and total debts of $194,201,534.


SMART-TEK SOLUTIONS: Changes Year-End to Dec. 31, 2011
------------------------------------------------------
Smart-Tek Solutions Inc., reports filing a transitional Form 10-K
for the six months ending Dec. 31, 2010, to effectuate changing
its year-end from June 30, 2011 to Dec. 31, 2011.  The change in
year end is to compliment the business cycle of its operating
subsidiary Smart-Tek Automated Services, Inc.  In addition the
transitional Form 10K reported unconsolidated numbers reflecting
the discontinuation of the Smart-Tek Communications Inc.
subsidiary.  Affected by the slow-down of the economy, SCI's
shrinking revenue and continuing loses, management felt it was in
the best interest of STTN to discontinue its operations.  Mr. Law,
SCI's founder expressed a desire to acquire SCI in exchange for
certain debt owed to him by the Company.  The disposition of the
Company's wholly owned subsidiary Smart-Tek Communications Inc. to
its president and founder Perry Law was effective as of July 1,
2010.

Mr. Bonar stated "with the disposition Smart-Tek Communications
Inc. the Company can now focus its attention and resources on
growing its Smart-Tek Automated Services, Inc. business."  For the
six months ended Dec. 31, 2010, Smart-Tek Automated Services,
Inc., reported revenues of $9,777,596 which has already surpassed
the twelve month reported revenues ending June 30, 2010 of
$7,448,820.

                     About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.

The Company's balance sheet at Dec. 30, 2010, showed $6.86 million
in assets, $6.26 million in total liabilities, all current, and
stockholder's equity of 605,347.

John Kinross-Kennedy, of Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
Mr. Kinross-Kennedy noted that that the Company has suffered
recurring losses until the latest fiscal year, and has a working
capital deficiency of $994,278 and a stockholders' deficiency of
$438,164 at June 30, 2010.


SOUTH PADRE: Seeks to Employ Tim Schultz as Accountant
------------------------------------------------------
South Padre Investment LP has sought approval from the U.S.
bankruptcy Court for the Southern District of Texas to employ Tim
Schultz PC as its accountant.

South Padre Investment tapped the firm to provide accounting
services in connection with its Chapter 11 plan.  These services
include preparing financial statements to form the basis of the
plan and to assist South Padre Investment's management in funding
the plan and distributing payments to creditors.

Tim Schultz PC will also conduct preliminary survey of South Padre
Investment's books of account as well as prepare its income tax
returns.

Among the firm's professionals who is anticipated to provide the
services include Tom Burt and his associates, John Millice and
Julie Smith.

South Padre Investment proposed to pay Mr. Burt $195 per hour for
his services.  Meanwhile, Mr. Millice and Ms. Smith will be paid
at an hourly rate of $125 and $100, respectively.

In an affidavit, Tim Schultz disclosed that it does not represent
any interest adverse to South Padre Investment and its estate.

                   About South Padre Investment

South Padre Investment, LP, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Tex. Case No. 11-20056) on Jan. 29, 2011 in Corpus
Christi, Texas.  Judge Richard S. Schmidt presides over the case.
James S. Wilkins, Esq., at WILLIS & WILKINS, serves as bankruptcy
counsel to the Debtor. The Debtor disclosed $14,743,370 in assets
and $9,077,613 in liabilities.


SPONGETECH DELIVERY: E-Trade Sues to Unload $1.6-Mil. in Cash
-------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that E-Trade
Securities LLC filed a suit Friday in New York asking a judge to
determine who - or what government agency - should get $1.6
million that came from a trader's suspicious sale of stock in
Spongetech Delivery Systems Inc.

According to Law360, the online brokerage said Myron Weiner sold
$1.6 million in Spongetech shares as the company headed to a pump-
and-dump related collapse.  Though not a defendant in any criminal
or civil enforcement action, Weiner's sales were flagged as
suspicious and his E-Trade accounts were frozen, Law360 says.

                     About Spongetech Delivery

New York-based Spongetech Delivery Systems Inc. distributed a line
of hydrophilic polyurethane and polyurethane sponge cleaning and
waxing products.  Spongetech filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 10-13647) on July 9, 2010,
represented by Edward Neiger, Esq., at Neiger, LLP, and M. David
Graubard, Esq., at Kera & Graubard.  Spongetech filed for
bankruptcy after prosecutors charged former Chief Executive
Officer Michael Metter and Chief Operating Officer Steven
Moskowitz with fraud, conspiracy, obstruction of justice, money-
laundering and perjury.  The U.S. Securities and Exchange
Commission also asserted civil fraud charges.  In its petition,
Spongetech estimated assets at $10 million to $50 million and
debts at $1 million to $10 million.  An affiliate, Dicon
Technologies, LLC, filed a separate Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 10-41275) on June 24, 2010.

The Hon. Stuart M. Bernstein in July 2010 authorized Tracy Hope
Davis, the Acting U.S. Trustee for Region 2, to appoint a
Chapter 11 trustee for Spongetech Delivery Systems, Inc.  In
November, the Bankruptcy Court converted the case to one under
Chapter 7 of the Bankruptcy Court.


SRAM CORP: Moody's Upgrades Corporate Family Rating to 'B1'
-----------------------------------------------------------
Moody's Investors Service upgraded SRAM, LLC's Corporate Family
Rating to B1 from B2 and its Probability of Default rating to B2
from B3.  At the same time, Moody's affirmed the company's senior
secured bank credit facility at Ba3 and revised the outlook to
stable.

SRAM performed well in 2010 as the economy recovered and
discretionary consumer spending increased, especially for fitness
related items.  For example, revenue grew over 30% and adjusted
EBITDA increased over 25%.  Combined with debt repayments of more
than $60 million, the higher earnings reduced adjusted leverage to
3.1 times at Dec. 31, 2010, from 4.9 times at Dec. 31, 2009.

"The upgrade in SRAM's CFR reflects the company's strong operating
performance and Moody's expectation that its performance should
continue improving or at least stay the same in the near to mid-
term" said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service.  The upgrade also reflects Moody's view that
consumer spending on fitness related items will remain strong over
the next couple of years.

Rating Rationale

The B1 Corporate Family Rating reflects SRAM's modest scale with
about $525 million of revenue, narrow product focus in bicycle
component parts, and susceptibility to discretionary consumer
spending.  The ratings are also constrained by the company's
history of shareholder friendly activity such as dividends and
share repurchases as well as by the potential for future
shareholder transactions and by the potential for future
acquisitions.  SRAM's ratings benefit from its: 1) strong credit
metrics with both EBITA margins and retained cash flow/net debt
over 20%; 2) good market position within the bicycle component
industry; 3) extensive product portfolio within the premium
segment; and 4) brand recognition among bike enthusiasts and
dealers.  The ratings also benefit from the company's good
liquidity profile, geographic diversification, and stable industry
dynamics.

The stable outlook reflects Moody's view that SRAM's strong
operating performance and good credit metrics should continue in
the near to mid-term.  A potential increase in financial leverage
to fund a modest shareholder return is consistent with the stable
outlook because of the cushion SRAM has built up in its credit
metrics.  For example, Moody's anticipates financial leverage to
be between 2.5 times and 3 times in 2011.

Despite good credit metrics, there is minimal upward rating
pressure in the near term given the recent upgrade and potential
for a shareholder funded return.  Over the longer term, ratings
could be upgraded if credit metrics continue to significantly
improve and remain very strong for its rating category.  For
example, debt/EBITDA would need to approach 2 times, EBITA margins
would need to be above 20% and retained cash flow/net debt would
need to be around 30% for Moody's to consider an upgrade.  Moody's
would expect all three metrics to be better than what would
typically be expected of a B1 consumer durable company to
compensate for SRAM's small size and narrow product focus.

There is minimal risk of a rating downgrade in the near term
because of SRAM's strong credit metrics and generally stable
market category.  Over the longer term, a debt funded shareholder
return that increased adjusted leverage beyond 5 times for an
extended period could result in a downgrade.  While not expected,
significant deterioration in operating performance resulting in
adjusted leverage sustained over 5 times could also trigger a
downgrade.

The Ba3 rating on the senior secured credit facility was not
upgraded despite the upgrade in the Corporate Family Rating.  This
is because Moody's had previously applied a one notch override to
the LGD notching template in contemplation of a possible upgrade.

These ratings were upgraded:

   -- Corporate Family Rating to B1 from B2;

   -- Probability-of-Default Rating to B2 from B3;

This rating was affirmed/assessment revised:

   -- $25 million Senior Secured Revolving Credit Facility
      expiring 2015 at Ba3 (LGD 2, 28% from 22%)

   -- $290 million Senior Secured Term Loan due 2014 at Ba3 (LGD
      2, 28% from 22%)

The principal methodology used in rating SRAM was the Global
Consumer Durables rating methodology published in October 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Based in Chicago, Illinois, SRAM Corporation is a global
manufacturer and marketer of premium branded bicycle components
with brand names such as Rock Shock and TruVativ. Revenue for the
year ended December 2010 was approximately $524 million.


STANDARD PACIFIC: Fitch Affirms 'B-' IDR; Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed its ratings for Standard Pacific Corp.
(NYSE: SPF), including the company's Issuer Default Rating (IDR)
at 'B-'.  The Rating Outlook is Stable.

The rating and Outlook for SPF is influenced by the company's
execution of its business model, relatively aggressive land
acquisition strategy, geographic and product line diversity, and
healthy liquidity position.  While Fitch expects somewhat better
prospects for the housing industry this year, there are still
challenges facing the housing market, which are likely to
meaningfully moderate the early stages of this recovery.
Nevertheless, SPF has the financial flexibility to navigate
through the still difficult market conditions and continue to
invest in land opportunities to fuel growth in the coming years.

SPF successfully managed its balance sheet during the severe
housing downturn, allowing the company to accumulate cash and pay
down its debt as it pared down inventory.  The company also
completed a number of capital markets transactions in 2010 and
during the first quarter of 2011, allowing SPF to improve its
liquidity position and further push out its debt maturities.
During the fourth quarter of 2010, the company issued equity and
debt and redeemed certain of its senior and senior subordinated
notes and paid off its bank term loan facility.  As a result of
these transactions, SPF ended the year with $720 million of
unrestricted cash and only has $89.1 million of debt coming due in
the next five years.  Additionally, the company recently entered
into a new $210 million unsecured revolving credit facility
maturing in February 2014.  This new facility further enhances the
company's already healthy liquidity position.

In 2010, the company began to focus again on growing its business
by investing in new communities.  During the year, the company
spent approximately $400 million on land purchases and development
expenditures, compared with $158 million spent during 2009.  SPF
had cash flow from operations of negative $81 million during 2010,
which included the receipt of $107.6 million of tax refunds.  The
company currently plans to increase land and development spending
to approximately $600 million during 2011.  Fitch expects that
this level of spending will result in a greater negative cash flow
from operations during 2011 compared to 2010.  While Fitch is
somewhat concerned that the company is significantly stepping up
its land acquisition activity, particularly the purchase of
undeveloped lots that may be more at risk to write-downs, Fitch is
comfortable with this strategy given the company's healthy
liquidity position, well-laddered debt maturity schedule, and
management's demonstrated ability to manage its balance sheet.
Management indicated that liquidity (cash plus revolver
availability) is projected to be between $400 million and
$500 million at the end of the year.

At Dec. 31, 2010, the company controlled 23,549 lots (including
unconsolidated joint ventures), of which 75% were owned and the
remaining lots controlled through options and joint venture
partnerships.  Based on the latest 12 month (LTM) closings, SPF
controlled 8.7 years of land and owned roughly 6.7 years of land.

Recent macroeconomic housing statistics (new and existing home
sales, single-family housing starts) are weak and disappointing,
especially during the month of February.  However, there seems to
be a slight seasonal pick-up in the spring orders compared to the
winter.  The public builders have reported clear improvement in
traffic.  Selling incentives appear to be rising, to the
disadvantage of near-term margins, although new home prices are
relatively stable.  Builder comparisons are challenging during the
first half of 2011 and then ease in the third and fourth quarters.
If the economy continues its advance and a moderate number of jobs
are added, macroeconomic housing metrics should, for the most
part, rise at a single-digit pace this year.

Fitch currently projects new single-family housing starts will
increase 8.5% in 2011 following 5.8% growth in 2010.  After
falling 14.4% in 2010, new home sales are forecast to grow about
1.9% in 2011.  Fitch expects existing home sales to stay flat in
2011 after a 4.8% decline in 2010.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.  Negative rating actions
could occur if the anticipated recovery in housing does not
materialize and the company prematurely steps up its land
/development spending, leading to consistent and significant
negative quarterly cash flow from operations and diminished
liquidity position.  Positive rating actions could be considered
if the recovery in housing is significantly better than Fitch's
current outlook and the company continues to maintain a healthy
liquidity position.

Fitch has affirmed these ratings for SPF with a Stable Outlook:

   -- IDR at 'B-';

   -- Senior unsecured notes at 'B-/RR4';

   -- Senior subordinated debt at 'CC/RR6'.

Fitch has also assigned a 'B-/RR4' rating to the company's
$210 million unsecured revolving credit facility.

The 'RR4' Recovery Rating (RR) on the company's unsecured debt
indicates average recovery prospects for holders of these debt
issues.  Standard Pacific's exposure to claims made pursuant to
performance bonds and joint venture debt and the possibility that
part of these contingent liabilities would have a claim against
the company's assets were considered in determining the recovery
for the unsecured debt holders.  The 'RR6' on Standard Pacific's
senior subordinated notes indicate poor recovery prospects in a
default scenario.  Fitch applied a liquidation value analysis for
these RRs.


STEEL PARTS: Monomoy Capital Acquires Firm's Assets
---------------------------------------------------
Resilience Capital Partners disclosed that Steel Parts
Manufacturing, Inc., a portfolio company of The Resilience Fund
II, LP, has been acquired by Monomoy Capital Partners.  Steel
Parts is a leading manufacturer and supplier of close-tolerance
precision metal stampings and components used primarily in
automatic transmission systems for automotive and heavy-duty
markets.

The sale of Steel Parts generates strong returns for Resilience
and its investors of 4.7 times gross return on invested capital
and a 51% gross internal rate of return.  "Steel Parts is a
perfect example of Resilience's strategy of investing in solid
core businesses that are in a restructuring or special situation
and applying a hands-on operational approach to improve its market
position and financial performance resulting in superior returns
for our investors," said Bassem Mansour, Managing Partner of
Resilience.

Resilience acquired Steel Parts in December 2006 in a chapter 11
363 Sale.  Resilience successfully negotiated new long term
agreements with customers and suppliers to ensure the company
could become profitable at the outset of the investment.
Resilience put in place a management team, led by current CEO and
Resilience Operating Partner Bob Potokar, which transformed the
company into a preferred supplier of choice of transmission
components.  During Resilience's ownership, Steel Parts remained
profitable during the economic downturn, while continuing to focus
on improving its core manufacturing capabilities.  This led to the
addition of a range of new customers and new markets including
heavy duty and off road applications using core Steel Parts
technology.  Today, Steel Parts remains uniquely positioned in the
automotive and heavy duty market as a supplier on fuel-efficient,
high-volume transmission platforms.

"We are proud of what we have accomplished together with
Resilience," said Bob Potokar. "Together we devised and
implemented a number of operational and strategic initiatives that
positioned Steel Parts not only for a successful emergence from
bankruptcy, but created a business nimble enough to navigate
through the most challenging conditions in the history of the
automotive industry.  The company is well positioned for
significant growth now that the economic recovery is occurring."

A major tenet of Steel Parts' turnaround strategy was to diversify
its revenue base by entering new end markets while continuing to
grow its traditional market sector.  The company has successfully
executed on this strategy specifically in the heavy-duty on/off
highway market.

"We are pleased that the sale of Steel Parts enables us to
continue to deliver consistent strong returns to our investors as
we have for the past 10 years.  We have enjoyed working with the
management, staff and members of the United Steelworkers at Steel
Parts and wish them continued success in the future," said Steve
Rosen, Managing Partner of Resilience.

                 About Resilience Capital Partners

Headquartered in Cleveland, Ohio, Resilience Capital Partners --
http://www.resiliencecapital.com/-- is a leading private equity
firm which invests in lower middle market companies in a broad
range of industries. Resilience's value oriented investment
strategy is to acquire companies with solid business prospects in
a wide variety of special situations including underperformers,
corporate divestitures, turnarounds and orphan public companies.
Since its inception in 2001, Resilience has acquired 21 companies
with total revenue in excess of $1.5 billion.

                      About Steel Parts Corp.

Headquartered in Livonia, Michigan, Steel Parts Corporation --
http://www.steelparts.com/-- supplies automatic transmissions,
suspension, steering components, assemblies and other automotive
parts.  The Company filed for chapter 11 protection on Sept. 15,
2006 (Bankr. E.D. Mich. Case No. 06-52972).  Scott A. Wolfson,
Esq., E. Todd Sable, Esq., Judy B. Calton, Esq., Michelle E.
Taigman, Esq., and Seth A. Drucker, Esq., at Honigman Miller
Schwartz and Cohn LLP, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


STERIGENICS INT'L: S&P Withdraws Corporate Credit & Loan Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its corporate
credit rating on Oak Brook, Ill.-based Sterigenics International
Inc. at the issuer's request.  "At the same time, we withdrew our
ratings on the company's term loan and revolving credit facility,
which were repaid," S&P related.

"Our 'B' corporate credit rating on STHI Holding Corp., parent of
Sterigenics, and our ratings on STHI Holding Corp.'s obligations
are unaffected," S&P noted.


STHI HOLDING: S&P Keeps 'B' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its corporate
credit rating on Oak Brook, Ill.-based Sterigenics International
Inc. at the issuer's request.  "At the same time, we withdrew our
ratings on the company's term loan and revolving credit facility,
which were repaid," S&P related.

"Our 'B' corporate credit rating on STHI Holding Corp., parent of
Sterigenics, and our ratings on STHI Holding Corp.'s obligations
are unaffected," S&P noted.


SUPERIOR ENERGY: S&P Assigns 'BB+' Rating on $400MM Sr. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its issue-
level and recovery ratings to SESI LLC's (a wholly owned
subsidiary of Superior Energy Services) new $400 million senior
unsecured notes, due 2019.  The issue rating on the notes is 'BB+'
(same as the corporate credit rating on the company).  "The
recovery rating is '4', indicating our expectation of average (30%
to 50%) recovery in a payment default.  The notes are guaranteed
by Superior Energy and substantially all of its current domestic
subsidiaries.  Superior will use proceeds from the new notes to
pay down borrowings outstanding under the revolving facility and
for cash on hand.  We expect the company to repay the $400 million
exchangeable notes by the end of 2011," S&P stated.

"The rating on U.S.-based oilfield services company Superior
Energy Services Inc. reflects its operational and geographic
diversity, modest financial measures, and flexible capital
expenditure budget, which allows it to operate within its
cash flow," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.  "Our rating on Superior also incorporates the
company's exposure to the historically cyclical oil and gas
industry, the relatively limited scope of its business compared
with its larger investment grade peers, and the uncertainty
associated with the pick up in the weak Gulf of Mexico
drilling activity."

Ratings List
Superior Energy Services Inc.
Corporate credit rating             BB+/Stable/--

New Ratings
SESI LLC
$400 mil sr unsecd notes due 2019*  BB+
   Recovery rating                   4
    *Guaranteed by Superior Energy and its domestic subsidiaries.


SUPERVALU: S&P Assigns 'BB' Rating on $497MM Term Loan B-3
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned Eden Prairie,
Minn.-based grocer SUPERVALU's proposed $497 million term loan B-3
due 2018 its 'BB' issue-level rating (two notches higher than its
'B+' corporate credit rating on the company).  "We also assigned
the loan our recovery rating of '1', indicating our expectation
of very high (90%-100%) recovery for lenders in the event of a
payment default.  SUPERVALU is amending and extending its existing
$497 million term loan B-1 due June 2012 through this issuance.
The rating is based on preliminary documentation," S&P noted.

The amend-and-extend transaction, if successful, will
improve SUPERVALU's debt maturity profile.  Pro forma for this
transaction, the company faces manageable debt maturities over
the next two years -- of $250 million in fiscal 2012 (ending
February 2012) and about $300 million in fiscal 2013.

The corporate credit rating on SUPERVALU is 'B+' and the rating
outlook is negative.  Operating results for the fourth quarter
ended Feb. 26, 2011 remained weak, with identical-store sales
declining 5%.  Gross margin erosion subsided, however, due to
better controls over promotional spending.  Credit measures are in
line with expectations.  Despite good debt-reduction efforts,
credit protection measures weakened slightly, with total debt to
EBITDA increasing to about 4.7x in the fiscal year ended Feb. 26,
2011.

Ratings List

SUPERVALU Inc.
Corporate Credit Rating            B+/Negative/--

New Rating

SUPERVALU Inc.
$497M term loan B-3 due 2018       BB
   Recovery Rating                  1


TEMBEC USA: Files for Chapter 7 Liquidation
-------------------------------------------
Tembec Inc.'s non-operating U.S. Subsidiary, Tembec USA LLC has
filed a petition seeking relief under Chapter 7 of the Bankruptcy
Code of the United States.

Tembec USA LLC operated a coated paper mill located in St.
Francisville, Louisiana ("Mill"). The mill was idled in July 2007
and the property and equipment subsequently sold to a third party
in April 2009.  Tembec USA LLC currently has obligations totaling
US$81 million and assets totaling US $1 million.

As a result of the filing, Tembec Inc. will reduce its
consolidated accrued benefit obligation by US $9 million.

Tembec -- http://www.tembec.com/-- is a large, diversified and
integrated forest products company which stands as the global
leader in sustainable forest management practices.  The Company's
principal operations are located in Canada and France.  Tembec's
common shares are listed on the Toronto Stock Exchange under the
symbol TMB and warrants under TMB.WT.


TETSEL & ISHIGURO: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Tetsel & Ishiguro Development One, LLC
        4600 South Ulster Street, Suite 880
        Denver, CO 80237

Bankruptcy Case No.: 11-18853

Chapter 11 Petition Date: April 19, 2011

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

Judge: A. Bruce Campbell

Debtor's Counsel: Aaron A. Garber, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Ave., Suite  500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: aag@kutnerlaw.com

Estimated Assets: not indicated

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

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

The petition was signed by Joshua S. Suter, manager.


TEXAS HEMATOLOGY: Owner Entitled to Chapter 7 Discharge
-------------------------------------------------------
Bankruptcy Judge Harlin Dewayne Hale held that the acts of Dennis
H. Birenbaum in the bankruptcy case of Texas Hematology/Oncology
Center, PA, within one year of the petition date are subject to
much criticism.  In January and February 2009, he and his
professionals should have filed operating reports and otherwise
advised the Court and the parties of the dismal condition of THOC
to avoid the meltdown that occurred.  However, such acts by Dr.
Birenbaum, while embarrassingly below the standards required for
an individual operating a business in Chapter 11, do not
constitute grounds for denying his discharge in his personal
Chapter 7 bankruptcy case.  Accordingly, the objection of William
T. Neary, United States Trustee for Region 6, to Dr. Birenbaum's
discharge pursuant to 11 U.S.C. Sections 727(a)(2)(A), -(a)(4)(A)
and -(a)(7) is denied.

A copy of the Court's March 29, 2011 Findings of Fact and
Conclusions of Law is available at http://is.gd/oTTN2gfrom
Leagle.com.

             About Dennis Birenbaum & Texas Hematology

Dennis H. Birenbaum is a 64 year-old physician who was duly
licensed to practice medicine within the state of Texas.  Dr.
Birenbaum is married to Brenda Banks Birenbaum.  They are
separated.  Dr. Birenbaum filed for Chapter 7 bankruptcy in 2010
(Bankr. N.D. Tex. Case No. 10-30237).

Dr. Birenbaum's personal bankruptcy filing was preceded by the
financial demise and Chapter 11 bankruptcy case of Texas
Hematology/Oncology Center, PA, a Texas professional association
wholly owned by Dr. Birenbaum.  He had personally guaranteed a
substantial portion of the debts of THOC and as of the Petition
Date was a defendant in numerous state court lawsuits on account
of such guaranties and indebtedness.  The majority of the debts
that Dr. Birenbaum scheduled on his bankruptcy schedules were
debts arising from his ownership of THOC.  During the pendency of
its case, while Dr. Birenbaum was its chief officer, THOC did not
file all of its operating reports, particularly for January and
February 2009.

Dallas, Texas-based Texas Hematology has served the Dallas-Fort
Worth area for almost 30 years.  The company was founded in 1979,
and is owned by physicians.  It employs about 100 physicians and
workers.  It is located on the campus of RHD Memorial Medical
Center.  Texas Hematology expanded its network in 2001 to include
the Patients' Comprehensive Cancer Center in Carrollton, and in
2005, the McKinney Regional Cancer Center.

The company filed for Chapter 11 protection on Aug. 26, 2008,
(Bankr. N.D. Tex. Case No. 08-34204).  Gerrit M. Pronske, Esq.,
at Pronske & Patel, P.C., represented the Debtor in its
restructuring effort.  When the company filed for bankruptcy, it
listed assets between $10 million and $50 million and debts
between $10 million and $50 million.

On March 16, 2009, Dennis S. Faulkner was appointed as the Chapter
11 Trustee for THOC.  On April 20, 2009, the THOC case was
converted to one under Chapter 7 of the Bankruptcy Code and Mr.
Faulkner was then appointed as THOC's Chapter 7 Trustee.  The THOC
Trustee closed the sale of substantially all of THOC's medical
assets to MedicalEdge on July 31, 2009.


TIB FINANCIAL: Dismissal of Crowe Horwatt as Accountants Okayed
---------------------------------------------------------------
Effective April 19, 2011, the Audit Committee of the Board of
Directors of TIB Financial Corp. approved the dismissal of Crowe
Horwath LLP as the Company's independent registered public
accounting firm.

During the fiscal years ended Dec. 31, 2010 and 2009 and during
the period from Jan. 1, 2011 through April 19, 2011, the Company
had (i) no disagreements with Crowe Horwath on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, any of which that, if
not resolved to Crowe Horwath's satisfaction, would have caused it
to make reference to the subject matter of any such disagreement
in connection with its reports for those years and interim periods
and (ii) no reportable events within the meaning of Item
304(a)(1)(v) of Regulation S-K during the two most recent fiscal
years or the subsequent interim period.

Crowe Horwath's report on the Company's consolidated financial
statements for the fiscal years ended Dec. 31, 2010 and 2009 does
not contain any adverse opinion or disclaimer of opinion, nor is
it qualified or modified as to uncertainty, audit scope, or
accounting principles.

Also, effective April 19, 2011, the Audit Committee approved the
engagement of PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm for the Company's
2011 fiscal year.

During the fiscal years ended Dec. 31, 2010 and 2009 and during
the period from Jan. 1, 2011 through April 19, 2011, neither the
Company nor anyone on its behalf has consulted with
PricewaterhouseCoopers LLP regarding (i) the application of
accounting principles to a specific transaction, either completed
or proposed; or the type of audit opinion that might be rendered
on the Company's financial statements, and neither a written
report was provided to the Company or oral advices was provided
that PricewaterhouseCoopers, LLP concluded was an important factor
considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any
matter that was the subject of a disagreement as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or any reportable
event as that term is defined in Item 304(a)(1)(v) of Regulation
S-K.

                     About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.

The Company's balance sheet at Dec. 31, 2010 showed $1.75 billion
in total assets, $1.58 billion in total liabilities and $176.75
million in total shareholders' equity.

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009, 2008 and 2007, primarily
from loan and investment impairments.  In addition, the Company's
bank subsidiary is operating under an informal agreement with bank
regulatory agencies that requires, among other provisions, higher
regulatory capital requirements.  The Bank did not meet the higher
capital requirement as of Dec. 31, 2009, and therefore is not
in compliance with the regulatory agreement.  Failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.  The 2010 Annual Report did not contain a
going concern doubt.


TIMOTHY BLIXSETH: Asks Dismissal, Wants to Avoid Montana Judge
--------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Timothy Blixseth filed a motion last week asking the bankruptcy
judge in Las Vegas to dismiss the involuntary Chapter 7 bankruptcy
petition filed against him on April 5.  Taxing authorities in
California, Montana and Idaho filed the involuntary petition,
claiming they were collectively owed $2.3 million.  Last week,
Idaho and California withdrew from participating in the
involuntary filing.  Mr. Blixseth said in a court filing that the
states withdrew "as a result of their claims being satisfied."
Mr. Blixseth claims that Montana is ineligible to file an
involuntary petition because the tax claim is disputed.

Mr. Rochelle also reports that the states, responding to a threat
by the Las Vegas bankruptcy judge that he might transfer the case
to Montana where Yellowstone Mountain Club is in Chapter 11, filed
papers saying that Nevada is a proper location because Mr.
Blixseth transferred substantially all his assets to businesses
formed under Nevada law.  The states quote provisions in
bankruptcy law saying that a state of incorporation can be a
proper venue for a bankruptcy.  If the case isn't dismissed, Mr.
Blixseth wants it sent to Washington State where he resides.  Mr.
Blixseth says that Montana is improper because he is trying to
have matters involving the club transferred to another bankruptcy
judge.  Mr. Blixseth has been contending in several motions that
the Montana judge is prejudiced against him.  The bankruptcy judge
in Nevada is Bruce A. Markell.  In Montana, it's Ralph B.
Kirscher.

                      About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at:
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid $205
million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                     About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-
61570).  The Company's owner affiliate, Edra D. Blixseth, filed
for Chapter 11 on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


TN-K ENERGY: Recurring Operating Losses Prompt Going Concern Doubt
------------------------------------------------------------------
TN-K Energy Group, Inc. filed on April 13, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

Sherb & Co., LLP, in New York City, expressed substantial doubt
about TN-K Energy's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and will have to obtain additional financing to
sustain operations.

The Company reported net income of $2.6 million on $1.3 million of
revenue for 2010, compared with a net loss of $1.4 million on
$113,271 of revenue for 2009.  Results for 2010 include a gain on
derivatives of $1.2 million and a gain on write off of accounts
payable of $1.8 million.

At Dec. 31, 2010, the Company's balance sheet showed $3.3 million
in total assets, $10.1 million in total liabilities, and a
stockholders' deficit of $6.8 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/brKMud

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.


TRICO MARINE: Trico Supply Group Reaches Agreement with WC Lenders
------------------------------------------------------------------
Trico Supply AS and Trico Shipping AS, subsidiaries of Trico
Marine Services, Inc., and whose subsidiaries include DeepOcean AS
and CTC Marine Projects Ltd., announced Thursday that they have
reached an agreement in principle with their working capital
facility lenders.  The Company also announced that it has accepted
for exchange $396,454,000, or over 99.1%, of its 11 7/8% Senior
Secured Notes due 2014 that had been tendered in its exchange
offer to noteholders.  In the Company's out-of-court
restructuring, these noteholders, the Company's lenders and Trico
Marine entities holding intercompany claims and interests, will be
equitized and proportionately share all the common stock of
DeepOcean Group Holding AS, a new Norwegian private limited
company.  The Company and its subsidiaries will no longer be
subsidiaries of Trico Marine but of DeepOcean Group Holding AS, a
new company to be based in Europe.  Operations will continue in
the normal course.

The Exchange Offer is expected to conclude on or about April 28,
2011.  As the Company expects to finalize the out-of-court
restructuring, the Company has set aside its efforts to seek
further support for a prepackaged plan of reorganization.

"Today's announcement represents a major accomplishment in the
Trico Supply Group's financial restructuring efforts and we are
very pleased to have received the approval from its noteholders
and other creditors," said Richard A. Bachmann, Trico Marine's
Chairman of the Board of Directors, President and Chief Executive
Officer.  "The debt-to-equity swap will enable the Trico Supply
Group to reduce total debt to approximately $75 million and
provides the Company with increased operating flexibility and a
more appropriate capital structure for a company its size.  Once
the restructuring is complete, we believe that the Company,
including its primary business units of DeepOcean and CTC Marine,
will be in an excellent position to take advantage of improving
market conditions and global growth opportunities."

Mr. Bachmann added, "The Trico Supply Group looks forward to an
improved liquidity position from which it will be able to better
serve its customers.  We remain committed to quality, consistency
and customer service, and we appreciate the dedication of all our
employees, whose hard work is critical to our success.  We also
thank our customers, vendors and all of our stakeholders for their
continued support."

The restructuring will reduce the Company's total debt outstanding
from $468 million to approximately $75 million.  As part of the
restructuring, the Company will also receive a new $100 million
first priority senior secured credit facility that would be used
to refinance some existing debt and fund working capital
borrowings.

Trico Marine and some of its subsidiaries will receive shares of
common stock of DeepOcean Group Holding AS.  However, the out-of-
court financial restructuring of the Trico Supply Group does not
otherwise alter Trico Marine's pending bankruptcy proceeding
before the US Bankruptcy Court.

                      About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-
12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


UNIGENE LABORATORIES: Amended & Restated License Pact Kept Secret
-----------------------------------------------------------------
Unigene Laboratories, Inc., submitted an application under Rule
24b-2 requesting confidential treatment for information it
excluded from the Exhibits to a Form 10-K filed on March 16, 2011.

Based on representations by Unigene Laboratories, Inc., that this
information qualifies as confidential commercial or financial
information under the Freedom of Information Act, 5 U.S.C.
552(b)(4), the Division of Corporation Finance has determined not
to publicly disclose it.  Accordingly, excluded information from
the Amended and Restated License Agreement will not be released to
the public until March 16, 2021.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $28.47 million
in total assets, $68.89 million in total liabilities and $40.42
million in total stockholders' deficit.


URS CORP: S&P Affirms 'BB+' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on San Francisco-based engineering and construction company URS
Corp. to positive from stable.  "At the same time, we affirmed our
ratings on the company, including the 'BB+' corporate credit
rating," S&P said.

"The outlook revision to positive reflects the company's good
operating performance through the economic downturn," said
Standard & Poor's credit analyst Robyn Shapiro.  "URS' good free
cash flow and debt reduction have boosted credit measures so far.
If URS appears to us likely to sustain its good operating
performance and demonstrates financial policies commensurate
with an intermediate financial risk profile, we could raise the
ratings."

The ratings on URS reflect the company's significant financial
risk profile, marked by its history of growth through large,
debt-financed acquisitions (although it has demonstrated the
ability and willingness to issue equity) and steadily reduce
leverage.  The company has a satisfactory business risk profile,
characterized by leading positions in engineering and design, a
significant scale and scope of operations, and diversified end-
market exposure.

The outlook is positive.  "We could raise the ratings in the next
year if URS' cash flows and credit metrics remain good," Ms.
Shapiro continued, "for example, if FFO to total debt stays above
30%, and if the company continues to pursue moderate financial
policies (including maintenance of adequate liquidity).  We could
revise the outlook to stable if earnings and cash flow decline
significantly, specifically, if it appears likely that FFO to
total debt will remain around 30% and improvement does not appear
likely to us in the near term."


UTILITY LINE: Four Executives Have Yet to Receive Salaries
----------------------------------------------------------
Bill Vidonic at the Pittsburgh Tribune-Review, citing court
documents, reports that top executives of a water and sewer line
insurance company made more than $700,000 in 2010.  According to
the report, attorney Kirk Burkley said the executives at Utility
Line Security have not been paid "one dime" this year.

The executives and their salaries were: Christopher Kerr,
president; Gregory Cerilli, vice president; Jacob Skezas,
secretary/treasurer, each making $192,396; and Brian J. Hohman,
assistant secretary/treasurer, $143,811.

According to the report, Utility Line Security contracted with the
Pittsburgh Water and Sewer Authority to offer line insurance,
which cost customers $5 monthly unless they declined the coverage.
Last month, an Allegheny County Common Pleas Court judge ruled
that state law does not allow the authority to pay the company for
the program because it competes with services offered in the
private sector.  Based on the judge's ruling, the authority ended
the contract with the company, which then filed for Chapter 11
bankruptcy protection.

Mr. Burkley said the four executives did not start drawing a
salary until mid-2010, when it was clear that the money received
by the water authority, nearly $400,000 monthly, would cover the
company's expenses.  Also yesterday, the company filed a list of
its top creditors, including a claim of nearly $156,000 by
contractor Farbarik Plumbing in Export, says Vidonic.

Mr. Burkley said agreements with two creditors were filed under
seal and other agreements are pending.  The company previously
said it intends to honor all claims filed before the authority
ended the program, and to complete any pending repair projects
while the company appeals the judge's order.

Based in Pittsburgh, Pennsylvania, Utility Line Security LLC filed
for Chapter 11 bankruptcy protection on March 18, 2011 (Bankr.
W.D. Penn. Case No. 11-21630).  Kirk B. Burkley, Esq., Bernstein
Law Firm PC, represents the Debtor.  The Debtor estimated assets
of between $500,00 and $1 million, and debts of between $1 million
and $10 million.


VALITAS HEALTH: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B' corporate credit rating to St. Louis-based
correctional facility health care provider Valitas Health Services
Inc.  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
$75 million senior secured revolving credit facility due 2016 and
the $285 million senior secured term loan due 2017," S&P related.

Valitas has agreed to acquire America Service Group (ASG) in a
highly leveraged transaction for about $250 million (about $210
net of cash on ASG's balance sheet or about 7x 2010 EBITDA,
including $2 million of synergies).  Valitas is the largest
private provider of health services to inmates at state prisons
and county/municipality jails with a focus on prisons.  ASG is
slightly smaller, with a focus on providing health care services
to jails.  The combined company generated pro forma revenue of
about $1.4 billion in 2010.  The transaction is being financed
with a $285 million term loan and $100 million of mezzanine
subordinated notes.  The company intends to use the proceeds from
the financing, in addition to cash from the balance sheet, to
finance the acquisition, refinance about $171 million of Valitas
debt, and fund transaction fees and expenses.

"The preliminary speculative-grade ratings on Valitas reflect our
expectations that, despite mid-single-digit revenue growth, debt
leverage will remain high over the next few years," said Standard
& Poor's credit analyst Rivka Gertzulin, "in part due to accrual
of holfing-company paid-in-kind (PIK) cumulative preferred units."
"Despite a highly leveraged financial risk profile, we believe
liquidity is adequate.  The weak business risk profile reflects
our assumption that the outsourced correctional facility health
care market has limited growth potential, and risks include
significant customer concentration, thin operating margins, and
some integration risk."


VITRO SAB: Bondholders Aim to Move Ch. 15 Case to Dallas
--------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the Chapter 11 case of four U.S. Vitro affiliates pending in Fort
Worth, Texas, have been assigned temporarily to U.S. Bankruptcy
Judge Harlin "Cooter" Hale in Dallas.  Vitro filed another Chapter
15 petition on April 14 in New York, shortly after the company's
Mexican reorganization was reinstated.  Last week, bondholders
filed a motion in the Dallas bankruptcy court seeking to move the
New York Chapter 15 case to Texas.

Mr. Rochelle relates that the prior Chapter 15 case was before
U.S. Bankruptcy Judge Sean Lane in New York. The new Chapter 15
case in New York was assigned last week to U.S. Bankruptcy Judge
Shelley C. Chapman.  Holders of defaulted bonds, who have been
opposing Vitro's reorganization, asked Judge Chapman to transfer
the case to Lane.  Judge Chapman declined and signed an order
keeping the case in her courtroom, assuming Judge Hale doesn't
move the entire case to Texas.

Mr. Rochelle notes that the bondholders' motion to transfer the
case to Texas automatically enjoined all proceedings in Judge
Chapman's court.

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated
the reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, Vitro SAB agreed to put Vitro units -- Vitro America LLC
and three other U.S. subsidiaries -- that were subject to the
involuntary petitions into voluntary Chapter 11.  The judge will
decide later about the involuntary petitions filed against eight
non-operating Vitro subsidiaries in the U.S.

An official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Vitro Asset Corp., et al.


VITRO SAB: U.S. Units Propose KCC as Claims Agent
-------------------------------------------------
Vitro America, LLC and its debtor affiliates have sought approval
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ Kurtzman Carson Consultants LLC as their notice, claims
and balloting agent.

The Debtors tapped the firm to prepare and serve notices, and to
examine and maintain copies of proofs of claim and interest filed
in their Chapter 11 cases.

KCC will also be tasked to maintain official claims register;
provide temporary employees to process the claims; provide free
access to the public for examination of claims and claims
register; monitor the Court's docket for any claim-related
pleadings, among other things.

The retention of KCC to provide administrative services is
necessary given the large number of creditors in the Debtors'
cases.  The Debtors estimate that there are more than 24,000
creditors and other parties which are expected to file proofs of
claim, according to their lawyer, Louis Strubeck Jr., Esq., at
Fulbright & Jaworski LLP, in Dallas, Texas.

The Debtors paid KCC a retainer in the sum of $30,000, as security
for their payment obligations.  The firm will hold the retainer
until the termination of its employment.

                           About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated
the reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, Vitro SAB agreed to put Vitro units -- Vitro America LLC
and three other U.S. subsidiaries -- that were subject to the
involuntary petitions into voluntary Chapter 11.  The judge will
decide later about the involuntary petitions filed against eight
non-operating Vitro subsidiaries in the U.S.

An official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Vitro Asset Corp., et al.


WASHINGTON TAYLOR: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Washington Taylor, LLC
        16556 Harvest Drive
        Lemont, IL 60439

Bankruptcy Case No.: 11-16750

Chapter 11 Petition Date: April 19, 2011

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: David R. Herzog, Esq.
                  HERZOG & SCHWARTZ PC
                  77 W Washington Suite 1717
                  Chicago, IL 60602
                  Tel: (312) 977-1600
                  E-mail: drhlaw@mindspring.com

Estimated Assets: not indicated

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

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

The petition was signed by Diane Walsh, managing member.


WASTE2ENERGY HOLDINGS: Scottish Court Orders Liquidation of Unit
----------------------------------------------------------------
Bill Murphy at citybizlist reports that a Scottish court has
ordered the liquidation of Waste2Energy Holdings Inc.'s 2-year-old
subsidiary after the company apparently failed to pay its debts.

citybizlist, citing Waste2Energy Holdings' SEC filing, relates
that the Company said the court issued the order on April 14 and
an interim liquidator will be appointed to wind up Waste2Energy
Engineering Ltd.

Waste2Energy was acquired last month by Waste to Energy Canada
Inc., which issued shares equivalent to 12 percent of shares
outstanding and assumed liabilities of $17 million, citybizlist
reported.

According to citybizlist, Scottish newspaper Dumfries and Galloway
Standard said an investigation by its reporters found Waste2Energy
"had left a trail of debt totaling several hundred thousand pounds
across the region."

The Standard reported that Waste2Energy's new bosses on March 11
said "those owed money would receive a letter within a fortnight
setting out how debts would be repaid," according to citybizlist.
Also, creditors were asked to contact its solicitors, Henderson
and Sons.

citybizlist discloses that Waste2Energy's Scottish subsidiary ran
a $35 million facility at Dumfries that had a capacity of
processing 120 metric tons a day, converting unsorted municipal
and hazardous waste sources into 6 megabytes of electric grid
power.  The plant, says citybizlist, was in commercial use for
less than a year.  It had a permit to operate from the Scottish
Environmental Protection Agency, even though a similar plant in
Iceland reportedly exceeded European Union regulations.

                     About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

As reported in the Troubled Company Reporter on July 19, 2010,
Marcum LLP, in New York, expressed substantial doubt the Company's
ability to continue as a going concern, following its results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has incurred a significant loss from
continuing operations of $11.7 million and used cash of
$5.2 million for continuing operations which resulted in an
accumulated deficit of $30.4 million and a working capital
deficiency of $6.6 million as of March 31, 2010.

                              Default

On October 30, 2010, a total of $87,500 of principal amount of the
Company's 12% Senior Convertible Debentures became due.  On
November 2, 2010, $40,000 of principal amount of the Debentures
became due.  The Company did not make the required payment on the
maturity date or by the cure period provided by the Debentures and
as result an Event of Default under the Debentures has occurred.
As a result of the Event of Default, the outstanding principal
amount of the Debentures plus accrued but unpaid interest,
liquidated damages and other amounts owing in respect thereof
through the date of the acceleration will become at the election
of the holder of the Debenture immediately due and payable in cash
at the Mandatory Default Amount.


WESTMORELAND COAL: To Begin Trading on NASDAQ Global Market
-----------------------------------------------------------
Westmoreland Coal Company announced that it has been approved for
listing on the NASDAQ Global Market under the existing symbol
"WLB."  Trading on the NASDAQ Global Market is expected to
commence on Monday, May 2nd.  Westmoreland's common stock will
continue to trade on the NYSE Amex until the market close on
April 29, 2011.

"We are pleased to announce Westmoreland's listing on the NASDAQ
Global Market," said Keith E. Alessi, President and Chief
Executive Officer.  "We believe the move to NASDAQ will improve
the visibility of our stock, boost trading liquidity in our
shares, and provide us with greater exposure to institutional
investors."

                     About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $3.2 million on $506.1 million
of revenues for 2010, compared with a net loss of $29.2 million on
$443.4 million of revenues for 2009.  Operating income was
$20.5 million in 2010 compared to a loss of $31.8 million in 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$750.3 million in total assets, $912.7 million in total
liabilities, and a stockholders' deficit of $162.4 million.

                          *     *     *

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.


WOUND MANAGEMENT: Pritchett Siler Raises Going Concern Doubt
------------------------------------------------------------
Wound Management Technologies, Inc., filed on April 14, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, expressed
substantial doubt about 's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
substantial losses and has a working capital deficit.

The Company reported a net loss of $5.1 million on $910,420 of
revenues for 2010, compared with a net loss of $3. million on
$288,021 of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $6.8 million
in total assets, $3.9 million in total liabilities, and
stockholders' equity of $2.9 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/c9DuoV

Fort Worth, Texas-based Wound Management Technologies, Inc.
(OTCQB: WNDM) provides, through its wholly-owned subsidiary Wound
Care Innovations, LLC., its patented CellerateRX(R) product in the
quickly expanding advanced wound care market, particularly with
respect to diabetic wound applications.


WWA GROUP: Recurring Losses Cue Going Concern Doubt
---------------------------------------------------
WWA Group, Inc., filed on April 15, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Kostandinos Jerry Georgatos, in Hayward, Calif., expressed
substantial doubt about WWA Group's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations.

The Company reported a net loss of $1.7 million on $30.8 million
of total revenues for 2010, compared with a net loss of
$1.9 million on $36.9 million of total revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $4.4 million
in total assets, $99,220 in total liabilities, and stockholders'
equity of $4.3 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/5jJYIx

Austin, Tex.-based WWA Group, Inc., holds a majority interest in
Asset Forum, an Arizona based company that provides an
international listing service that matches sellers with buyers for
heavy equipment and real estate.


WYNN RESORTS: S&P Places 'BB' Corp. Credit Rating on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB'
corporate credit rating on Las Vegas-based Wynn Resorts Ltd., as
well as all related issue-level ratings, on CreditWatch with
positive implications.

"The CreditWatch listing reflects our belief that Wynn Resorts may
be in the position to maintain credit measures in line with a
higher rating, despite substantial development spending plans over
the next few years that will likely result in some deterioration
to the company's financial profile," said Standard & Poor's credit
analyst Ben Bubeck.

"In resolving the CreditWatch listing we will consider whether our
updated long-term performance expectations, incorporating
management's relatively aggressive posture toward expansion and
desire to opportunistically deliver returns to shareholders,
support a higher rating," said Mr. Bubeck.  "We believe potential
rating upside is likely limited to one notch and expect to resolve
the CreditWatch listing within the next several weeks."


YONKERS RACING: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Yonkers, N.Y.-based Yonkers Racing Corp. (YRC, the
owner and operator of Empire City Casino at Yonkers Raceway) to
positive from stable.  "We also affirmed our 'B+' corporate
credit rating on the company," S&P noted.

"At the same time, we placed our 'BB-' issue-level rating on
the company's 11.375% senior secured notes on CreditWatch with
negative implications.  The CreditWatch listing reflects our
intention to revise our recovery rating on these securities
downward to '3', reflecting our expectation for meaningful (50%
to 70%) recovery for creditors in the event of a default, from
'2' when the proposed $100 million add-on is completed.  In
addition, we will lower our issue-level rating on these notes to
'B+' from 'BB-' in accordance with our notching criteria for a
recovery rating of '3'.  The rating revisions will reflect the
increase in secured notes outstanding under our simulated default
scenario, which will result in lower recovery prospects for these
securities.  Proceeds from the $100 million add-on are expected
to be used to refinance the company's 13.25% senior subordinated
notes due 2013 (outstanding balance of $83 million at Dec. 31,
2010), and the underlying warrants associated with this
obligation," according to S&P.

"Our outlook revision to positive from stable reflects strong
growth over the past few years, which has left the company better-
positioned to absorb impending competition from Aqueduct Racetrack
than we previously contemplated," said Standard & Poor's credit
analyst Michael Listner.  "The company has realized growth in win-
per-unit measures in every quarter since the property's opening in
2007, and maintains a financial risk profile with sufficient
cushion to withstand the new competition, in our view.  YRC
recently introduced electronic table games, which we believe will
expand its customer base and somewhat offset the impact from
Aqueduct. Under our current performance expectations, we believe
YRC's credit measures could support a one-notch higher rating by
the end of 2012," S&P related.

S&P continued, "Underlying our assumptions is an expectation
that total net revenue in 2011 will decline about 10% because
of the opening of Aqueduct in the third quarter of this year,
and a full year of the reduced commission rate.  In April 2010,
the commission rate was reduced to 31% from 34% of gross gaming
revenue (per 2008 legislation), and further reduced to 31% of
gross gaming revenue in August 2010.  We expect EBITDA to decline
by almost 20% relative to our 2010 measure, causing leverage to
spike to just under 5x by the end of 2011 (from just under 4x
at the end of 2010) and EBITDA coverage of interest to remain
somewhat weak for the rating in the high 1x-area.  Despite a full
year of competition from Aqueduct in 2012, we believe the planned
introduction of incremental electronic table positions and a
scheduled 1% reduction in the commission rate in April 2012 will
contribute to modest growth in total net revenue and EBITDA for
YRC next year."


YUKON-NEVADA GOLD: Deloitte & Touche Raises Going Concern Doubt
---------------------------------------------------------------
Yukon-Nevada Gold Corp. filed on April 14, 2011, its annual report
on Form 40-F for the fiscal year ended Dec. 31, 2010.

Deloitte & Touche LLP, in Vancouver, Canada, noted that Yukon-
Nevada Gold Corp. has incurred net losses over the past several
years and has a working capital deficit in the amount of
$38.6 million, and has an accumulated deficit of $251.0 million.
The independent auditors said these conditions indicate the
existence of material uncertainties that may cast significant
doubt about the Company's ability to continue as a going concern.

The Company reported a net loss of $93.1 million on $71.4 million
of gold sales for 2010, compared with a net loss of $42.7 million
on $9.9 million of gold sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$217.8 million in total assets, $137.3 million in total
liabilities, and stockholders' equity of $80.5 million.

A complete text of the Form 40-F is available for free at:

                       http://is.gd/gIk4ZK

A complete text of the Company's 2010 consolidated financial
statements is available for free at http://is.gd/yxoCLo

Vancouver, British Columbia-based Yukon-Nevada Gold Corp. (TSX:
YNG) (Frankfurt Xetra Exchange: NG6)
-- http://www.yukon-nevadagold.com/-- is a North American gold
producer in the business of discovering, developing and operating
gold deposits.  The Company holds a diverse portfolio of gold,
silver, zinc and copper properties in the Yukon Territory and
British Columbia in Canada and in Nevada in the United States.


ZOO ENTERTAINMENT: EisnerAmper LLP Raises Going Concern Doubt
-------------------------------------------------------------
Zoo Entertainment, Inc., filed on April 15, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

EisnerAmper LLP, in Edison, N.J.,  expressed substantial doubt
about Zoo Entertainment's ability to continue as a going concern.
The independent auditors noted that the Company has both incurred
losses and experienced net cash outflows from operations since
inception.

The Company reported a net loss of $14.0 million on $63.4 million
of revenue for 2010, compared with a net loss of $13.2 million on
$48.7 million of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $31.9 million
in total assets, $22.2 million in total liabilities, and
stockholders' equity of $9.7 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/lc9EVe

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ: ZOOG) is a
is a developer, publisher, and distributor of interactive
entertainment software for both retail and digital distribution
channels.


* Lehman Continues to Dominate Claim Trading Business
-----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Lehman Brothers Holdings Inc. continues to generate the largest
part of trading in claims against bankrupt companies.  In March,
just over $2.2 billion in Lehman claims changed hands, according
to data compiled from court records by SecondMarket Inc.  The
Lehman claims represented 82% of all traded debt by dollar amount.
The 290 transfers of Lehman claims reported to the bankruptcy
court in March represented 39% in number of traded claims.  In
total, almost $2.7 billion of claims were traded in March,
SecondMarket said.  March trades were 22% less than in February,
although 6% more than January.  In the past year, almost $31
billion in Lehman claims were traded.


* Judges Goes Easy on Lawyer for Fee Letter Violation
-----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
U.S. District Judge David M. Lawson in Detroit let a bankruptcy
lawyer off the hook for not having a fee agreement with a bankrupt
client signed within five days of the engagement.  11 U.S.C.
Section 528(a)(1) requires the bankruptcy lawyer to have a
retainer agreement signed within five days of commencement of
rendering services.  Judge Lawson disagreed with a ruling by the
bankruptcy judge that the engagement agreement, signed a month
after commencement of services, was void and that the lawyer was
entitled to no compensation.  Judge Lawson believes that denying
fees would be a "harsh remedy for a technical violation,"
especially when the client was satisfied with the lawyer's
services.

Mr. Rochelle does not agree with Judge Lawson's rationale and
asserts that the court should have analyzed, under Section
526(c)(2), whether the failure to sign the engagement letter in a
timely fashion was an intentional or negligent violation of
Section 528.  The case is B.O.C. Law Group PC v. Carroll (In re
Humphries), 10-14928, U.S. District Court, Eastern District of
Michigan (Detroit).


* Spurned Lawyers and Fee Dispute Make for Volatile Mix
-------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
a 10-year dispute over attorneys' fees in a bankruptcy case
prompted U.S. District Judge Royce Lamberth in Washington to
describe what he called "two legal truisms."  First, he said, "no
opponent is ever as dedicated or persistent a foe as one that
feels aggrieved by its former lawyers."  Second, "the primary
effect of an agreement to reimburse attorneys for litigation
concerning their fees will be to incentivize litigation concerning
their fees."  If the two are intermingled, Judge Lamberth said,
the result is a "volatile mix."  The case is Pillsbury Winthrop
Shaw Pittman LLP v. Capital Hill Group (In re Capital Hill Group),
11-51, U.S. District Court, District of Columbia.


* New Mexico Bankr. Court to Launch Online Program on Filing
------------------------------------------------------------
KOAT reports that the New Mexico Bankruptcy Court will be
launching a new online program later in 2011 that gives step-by-
step directions on filing bankruptcy.  The court will also open a
special area to offer one-on-one help.

According to KOAT, the Court is working to make it easier for
individuals to file for bankruptcy on their own.

KOAT relates that about 7,000 to 12,000 New Mexicans have filed
for Chapter 7 bankruptcy each year since 2008.  KOAT quoted Norman
Meyer, the Clerk of the Court of the U.S. Bankruptcy Court for the
District of New Mexico, as saying, "Divorce, unemployment, medical
bills are three huge causes of people to file for bankruptcy.  So
they file and what does bankruptcy do?  It discharges their
debts."

According to KOAT, economists said that a bankruptcy filing will
pretty much ruin your credit for 10 years.  "The implications for
you and your credit and your future are fairly significant these
days because the bankruptcy rules have really tightened up.  So if
you don't have to, it's a good idea not to," the report quoted
economist Howard Kraye as saying.


* Fed Seeks Input on Big Finance Bankruptcy Process
---------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that the Board of
Governors of the Federal Reserve on Thursday asked for comment on
how best to handle future bankruptcies of financial companies and
input on how to handle international coordination should another
financial titan go belly-up.

With the $639 billion Lehman Brothers Holdings Inc. bankruptcy
still mired in court after more than 2 1/2 years, the nation's
central banker has been tasked, along with the U.S. courts system,
with finding better ways of dealing with bankruptcies involving
systemically important financial companies, Law360 says.


* Corinne Ball to Lead Jones Day's Europe Restructuring Practice
----------------------------------------------------------------
The global law firm Jones Day has announced that Corinne Ball, one
of the premiere bankruptcy and restructuring lawyers in the world,
will lead the Firm's restructuring and distress M&A efforts in
Europe.  Perhaps best known as the lead lawyer who successfully
drove U.S. automaker Chrysler through a historic 42 day
bankruptcy, Ms. Ball has also led numerous high visibility
corporate rescues throughout her career, including several on a
global scale. She will spend substantial time in Europe over the
next few years, but will continue to be based in New York.

"Though there is a great deal of speculation regarding Europe's
ongoing economic and political challenges, we are committed to the
premise that Europe will meet its current challenges as it has met
various hurdles in the past, and that it will emerge even
stronger," said Stephen J. Brogan, Managing Partner of Jones Day.
"But it is apparent that responding to the current problems will
require a period of restructuring.  The issues arising from
sovereign debt and other bank debt issues mean that distressed
investing in Europe is very likely to increase, and we have unique
capacity to serve clients interested in purchasing the distressed
assets, both companies and portfolios of loans, that will become
available.  Absent further amend-and-extend resolutions of the
substantial debt anticipated to mature in 2012-2013, our clients,
particularly our fund clients who will be heavily involved in the
restructuring, will have a pronounced need for creative, high-
quality legal work.  Corinne's experience in high-stakes
reorganizations is among the very best anywhere, and her
leadership of this initiative will be of tremendous value to our
clients."

In addition to Ms. Ball's highly publicized work with Chrysler,
two of her more notable and recent engagements -- and one of Jones
Day's primary representations -- are especially relevant to the
challenges being faced in Europe.

She was the lead lawyer in Jones Day's successful representation
of Dana Corporation achieving the first Company Voluntary
Arrangement (CVA) in the UK premised upon a groundbreaking
settlement with the UK Pension Regulator, facilitating the
transfer of control to Centerbridge and other investors.  Ms. Ball
was also instrumental in obtaining a series of settlements to
eliminate an enormous accumulated liability for health and life
insurance benefits for retirees from its unionized and nonunion
workforces, and to modify its collective bargaining agreements
with active employees, allowing Dana to compete in the troubled
auto industry upon emergence from bankruptcy.  This "Global
Settlement" resulted in the elimination of almost $1.5 billion in
accumulated post-retirement benefit obligations, and the creation
and funding of Voluntary Employee Benefit Association (VEBA)
trusts. Several creditors filed objections to Dana's motion for
court approval of the settlement and all but two of these
objections were withdrawn as a result of successful negotiations
with Dana's main creditor constituents.  On July 26, 2007 Judge
Burton Lifland approved the Global Settlement, after hearing
testimony from Dana CEO Michael J. Burns. In his decision, Judge
Lifland described the Global Settlement as "groundbreaking" and
"paving the way" for Dana's reorganization.

Ms. Ball also led Jones Day's team that advised Financial Guaranty
Insurance Company, a leading national mono-line financial guaranty
assurance company, in a transaction in which MBIA Insurance
Corporation, a subsidiary of MBIA Inc. and another leading
national mono-line financial guaranty assurance company, reinsured
FGIC's risk under financial guaranty policies covering $166
billion in par of public finance obligations.  In this
transaction, Ms. Ball had extensive interactions with the UK's
Financial Services Authority (FSA) in the restructuring of FGIC's
UK operations with the FSA. In total, this reinsurance transaction
was one of the largest and most notable reinsurance transactions
in history and in many ways, unprecedented. The transaction was
driven and overseen by the New York State Insurance Department.
FGIC's insurer ratings had been significantly downgraded due to
uncertainty regarding structured finance guarantees that FGIC had
written, and FGIC's statutory capital levels were low. The NYID
had made clear that FGIC would have been placed in rehabilitation,
the insurance equivalent of receivership, if it did not raise new
capital quickly.  Negotiations continued through multiple rounds
of bids over a four month period, with MBIA emerging as the
winning bidder with regulatory hearings to approve and insulate
the transaction.

Ms. Ball has played a leading role in Jones Day's work for WL Ross
& Co.'s European initiatives, including the acquisitions and pan-
European financings relating to International Auto Components
(IAC), which grew from the acquisitions throughout Europe of
Collins & Aikman's assets; International Textile Group (ITG); and
VTG, a large railcar company in Germany; in addition to the Firm's
work for WL Ross on Virgin Money and Northern Rock.

"High-speed turnarounds require special skill sets and we have
several inherent advantages at Jones Day that will allow us to
help clients on the road to rescue in Europe, not least among them
being our unique structure providing legal services as one firm
worldwide," said Ms. Ball.  "We are well versed in managing
reorganization engagements characteristic of the challenges Europe
will be facing and have tremendous resources around the world in
every relevant discipline to help facilitate their conclusion."


Among her many distinctions, Ms. Ball was named "Dealmaker of the
Year" in both 2009 and 2010 by The American Lawyer, and one of the
"Most Influential Lawyers of the Decade" by the National Law
Journal. She also received the Turnaround Management Association's
"International Turnaround Company of the Year" Award in 2008 and
is a director of the American College of Bankruptcy and the
American Bankruptcy Institute.

                           About Jones Day

Since 1893, Jones Day -- http://www.jonesday.com/-- has grown, in
response to its clients' needs, from a small, local practice to a
truly global firm with more than 2,300 lawyers in 30 offices
around the world.  Jones Day is one of the most recognized and
respected law firms in the world, and with more than 250 of the
Fortune 500 among its clients.

Jones Day takes pride in these recent achievements: "Number One
for Client Service," 2002, 2004, and 2005; Top "Market Mover" in
2006, BTI Consulting Group, Inc.; "International Law Firm of the
Year," Asian Legal Business, 2005 and 2006; and Second most cited,
"Who Represents Corporate America," Corporate Counsel, 2006.

Its areas of practice include Antitrust & Competition Law, Banking
& Finance, Business Restructuring & Reorganization, Capital
Markets, Corporate Criminal Investigations, Employee Benefits &
Executive Compensation, Energy Delivery & Power, and
Environmental, Health & Safety, Government Regulation, Health
Care, Intellectual Property, International Litigation &
Arbitration, Issues & Appeals, Labor & Employment, Mergers &
Acquisitions, and Oil & Gas.


* Marsh Launches Dodd-Frank/FDIC Receivership Endorsement
---------------------------------------------------------
To provide additional cover to executives and directors at
financial companies, whose personal assets are now at greater risk
as a result of expanded Federal Deposit Insurance Corporation
(FDIC) authority, Marsh has created a new form of insurance
protection that is designed to cover the costs associated with an
FDIC receivership action.

Under the Dodd-Frank Wall Street Reform and Consumer Protection
Act (Dodd-Frank), the FDIC was given broad authority to become the
receiver of a wider range of struggling financial companies.
Under this authority, the FDIC can conduct investigations, recoup
executive compensation, repudiate personal services contracts, and
sue directors and officers of financial companies in receivership.

The FDIC has the authority to repudiate contracts that it
determines to be "burdensome," including compensation agreements.
In addition, it can also recoup compensation received during the
previous two years by any current or former senior executive or
director that it deems "substantially responsible for the failed
condition" of the company.  This potentially includes individuals
who have not engaged in any negligent acts or other wrongdoing.

Developed by Marsh's Financial and Professional Liability Practice
(FINPRO), the first-of-its-kind FDIC Receivership Endorsement is
designed to protect senior management of covered financial
companies, as defined under Dodd-Frank, that end up in
receivership.  Such "covered" organizations include bank holding
companies, hedge funds, alternative investment funds, private
equity funds, and venture capital funds.  The endorsement provides
for reimbursement of costs incurred in responding to and defending
against FDIC efforts under Dodd-Frank to repudiate and recoup
compensation and benefits.  It also provides for indemnification
for amounts repudiated and recouped by the FDIC in the form of
earned salaries, wages, commissions, benefits and/or other
compensation obligations.

In the absence of this insurance coverage, senior management at
covered financial companies placed into FDIC receivership could be
required to forfeit up to two years of their compensation without
any right of recovery.

"While the full ramifications of Dodd-Frank may not be known for
years, it is clear that the FDIC's dramatically expanded authority
represents significant personal risks to executives, directors,
and general partners of financial companies," said Mark Cuoco, a
managing director in Marsh's FINPRO practice.  "Marsh's
endorsement allows executives to protect their personal assets in
an environment of increasing scrutiny of executive decision-making
and compensation."

Marsh's new endorsement is designed to be part of a financial
company's existing directors and officers liability (D&O) policy
and is underwritten and provided by two leading global insurers.

                             About Marsh

Marsh, the world's leading insurance broker and risk advisor,
teams with its clients to define, design, and deliver innovative
industry-specific solutions that help them protect their future
and thrive.  It has over 24,000 colleagues who collaborate to
provide advice and transactional capabilities to clients in over
100 countries.  Marsh is a member of Marsh & McLennan Companies, a
global professional services firm with 51,000 employees worldwide
and annual revenue exceeding $10 billion, which is also the parent
company of Guy Carpenter, the risk and reinsurance specialist;
Mercer, the provider of HR and related financial advice and
services; and Oliver Wyman, the management consultancy. Its stock
(ticker symbol: MMC) is listed on the New York, Chicago and London
stock exchanges.


* McDermott Will & Emery Opens in Paris
---------------------------------------
McDermott Will & Emery expanded its international platform with
the opening of its office in Paris on May 2, 2011.  With Paris,
McDermott now has seven offices across Europe, including Brussels,
London, Milan, Rome, Dusseldorf and Munich.

The new Paris office is key to achieving the Firm's strategy of
being capable to give quality local advice to clients in all the
major economies where they conduct their business.  To better meet
the needs of multinational clients operating in France,
McDermott's Paris office will focus on cross-border transactions,
offering the services of a number of the Firm's key practice
groups, notably corporate, tax, competition, employment and
litigation.

McDermott's Paris office will be led by Jacques Buhart, previously
head of the Corporate and Competition Groups at the Paris office
of Herbert Smith, and one of France's leading international
lawyers. Mr. Buhart, who advises a wide range of French, European,
Japanese and U.S. blue-chip companies, will lead a team of five
partners joining McDermott's Paris office.

The other partners joining the Paris office include Thibaud
Forbin, co-head of the Corporate Mergers & Acquisitions practice
at Delsol Avocats, who advises French and international businesses
and private equity funds on M&A, securities and listing
transactions, corporate restructuring and bankruptcy law.

Jacques and Thibaud will be joined by Herve Bidaud, a leading tax
lawyer with extensive experience in international taxation, from
the set-up of companies to mergers & acquisitions, restructuring
and transfer pricing. Before founding specialist tax firm,
ArtemTax International, Mr. Bidaud was an international partner at
Arthur Andersen International where he was Practice Director and
member of the Management Committee.  In addition, Jilali Maazouz,
a partner in the Paris office of Bryan Cave, who represents French
as well as international corporate clients in collective and
individual labor and employment law matters, will join the
McDermott team in Paris. Jilali also handles all types of
employment and commercial litigation cases.

The four new partners will be joined by one of-counsel and
associates from their own teams making a total of twelve lawyers
in the Paris office.  An additional partner will join the new
office imminently.

"We're delighted to welcome Jacques and his team to the Firm,"
said Peter J. Sacripanti and Jeffrey E. Stone, co-chairs of
McDermott Will & Emery.  "Opening in Paris with such a high level
and well-regarded team of experienced partners is an important
strategic move with numerous benefits to our clients.  The Paris
office will allow us to service our multinational clients across
all the major European financial and commercial centers while
offering our French clients access to our international
capabilities across the EU, the United States and Asia."

"We are all delighted to join McDermott," said Jacques Buhart.
"The Firm's strong capabilities in the U.S. as well as its
presence across key European countries, provide an overarching
platform for each of us to service French and international
clients in their French and international operations and
litigations.  Additionally, we believe that our longstanding
relationships, as former colleagues who share the same vision of
advising and assisting French and international clients on their
most challenging legal issues, will help us quickly become one of
the major players in the Paris market."

"This is a significant development for McDermott and, with over
120 lawyers now working in our European offices, is a milestone in
our strategic development," observed Hugh Nineham, head of
McDermott's European practice based in London.  "With the opening
of our Paris office and our distinguished new partners now
onboard, McDermott can broaden the range of capabilities and
services that we are able to offer our clients."

                   About McDermott Will & Emery

McDermott Will & Emery is a premier international law firm with a
diversified business practice.  Numbering more than 1,000 lawyers,
we have offices in Boston, Brussels, Chicago, Dusseldorf, Houston,
London, Los Angeles, Miami, Milan, Munich, New York, Orange
County, Paris, Rome, Silicon Valley and Washington, D.C. Extending
our reach to Asia, we have a strategic alliance with MWE China Law
Offices in Shanghai.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------


                                           Total
                                           Share-       Total
                                 Total    Holders'     Working
                                Assets      Equity     Capital
  Company         Ticker         ($MM)       ($MM)       ($MM)
  -------         ------        ------    --------     -------
ABRAXAS PETRO     AXAS US        182.9       (15.0)       (8.9)
ACCO BRANDS CORP  ABD US       1,149.6       (79.8)      292.8
ALASKA COMM SYS   ALSK US        620.6       (20.5)        1.4
AMER AXLE & MFG   AXL US       2,114.7      (468.1)       33.0
AMR CORP          AMR US      27,113.0    (3,949.0)   (1,028.0)
ANOORAQ RESOURCE  ARQ SJ       1,092.1       (41.5)      (62.8)
ARQULE INC        ARQL US         88.9       (14.6)       34.9
AUTOZONE INC      AZO US       5,765.6    (1,038.4)     (487.0)
BIOLASE TECHNOLO  BLTI US         18.1        (3.0)       (5.7)
BLUEKNIGHT ENERG  BKEP US        323.8       (37.7)      (85.1)
BOARDWALK REAL E  BOWFF US     2,326.8      (109.0)        -
BOARDWALK REAL E  BEI-U CN     2,326.8      (109.0)        -
BOSTON PIZZA R-U  BPF-U CN       112.0      (115.5)        2.0
CABLEVISION SY-A  CVC US       8,840.7    (6,280.7)     (522.2)
CANADIAN SATEL-A  XSR CN         180.8       (14.8)      (48.5)
CC MEDIA-A        CCMO US     17,479.9    (7,204.7)    1,504.6
CENTENNIAL COMM   CYCL US      1,480.9      (925.9)      (52.1)
CENVEO INC        CVO US       1,397.7      (341.3)      222.7
CHENIERE ENERGY   CQP US       1,743.5      (536.0)       26.5
CHENIERE ENERGY   LNG US       2,553.5      (472.6)       99.3
CHOICE HOTELS     CHH US         411.7       (58.1)       (1.7)
CLEVELAND BIOLAB  CBLI US         19.9       (12.5)      (12.7)
COLUMBIA LABORAT  CBRX US         29.9       (19.9)        2.0
COMMERCIAL VEHIC  CVGI US        286.2        (0.1)      116.1
CORNERSTONE ONDE  CSOD US         42.9       (55.1)      (13.9)
CUMULUS MEDIA-A   CMLS US        319.6      (341.3)       16.9
DENNY'S CORP      DENN US        311.2      (103.7)      (27.8)
DISH NETWORK-A    DISH US      9,632.2    (1,133.4)       74.1
DISH NETWORK-A    EOT GR       9,632.2    (1,133.4)       74.1
DOMINO'S PIZZA    DPZ US         460.8    (1,210.7)      118.9
DUN & BRADSTREET  DNB US       1,905.5      (645.6)     (259.4)
EASTMAN KODAK     EK US        6,239.0    (1,075.0)      966.0
ENDOCYTE INC      ECYT US         21.2        (7.1)       12.4
EXELIXIS INC      EXEL US        360.8      (228.3)      (16.5)
FAIRPOINT COMMUN  FRP US       2,973.8      (587.4)      180.5
FLOTEK INDS       FTK US         184.8        (3.5)       45.5
FLUIDIGM CORP     FLDM US         24.8        (4.6)        2.4
FORD MOTOR CO     F US       165,793.0      (642.0)  (25,852.0)
FORD MOTOR CO     F BB       165,793.0      (642.0)  (25,852.0)
GENCORP INC       GY US          989.6      (177.7)       83.8
GLG PARTNERS INC  GLG US         400.0      (285.6)      156.9
GLG PARTNERS-UTS  GLG/U US       400.0      (285.6)      156.9
GRAHAM PACKAGING  GRM US       2,806.8      (530.7)      268.0
HCA HOLDINGS INC  HCA US      23,852.0   (10,794.0)    2,650.0
HOVNANIAN ENT-A   HOV US       1,670.1      (401.3)    1,042.4
HUGHES TELEMATIC  HUTC US        108.8       (62.4)      (16.0)
IDENIX PHARM      IDIX US         69.9       (31.1)       29.5
INCYTE CORP       INCY US        489.6       (88.6)      341.9
IPCS INC          IPCS US        559.2       (33.0)       72.1
ISTA PHARMACEUTI  ISTA US        134.2       (79.1)       15.8
JUST ENERGY GROU  JE CN        1,760.9      (328.6)     (339.4)
KNOLOGY INC       KNOL US        787.7       (15.9)       20.4
KV PHARM-A        KV/A US        296.2      (233.4)     (134.5)
KV PHARM-B        KV/B US        296.2      (233.4)     (134.5)
LIN TV CORP-CL A  TVL US         790.5      (131.4)       30.6
LIZ CLAIBORNE     LIZ US       1,257.7       (21.7)       39.0
LORILLARD INC     LO US        3,296.0      (225.0)    1,509.0
MAINSTREET EQUIT  MEQ CN         448.9        (9.0)        -
MANNKIND CORP     MNKD US        277.3      (185.5)       55.8
MEAD JOHNSON      MJN US       2,293.1      (358.3)      472.9
MEDQUIST INC      MEDQ US        323.9       (30.6)       45.2
MERITOR INC       MTOR US      2,814.0      (990.0)      357.0
MOODY'S CORP      MCO US       2,540.3      (298.4)      409.2
MORGANS HOTEL GR  MHGC US        714.8        (1.8)       13.7
MPG OFFICE TRUST  MPG US       2,771.0    (1,045.5)        -
NATIONAL CINEMED  NCMI US        854.5      (318.4)       77.3
NAVISTAR INTL     NAV US       9,279.0      (832.0)    2,002.0
NEWCASTLE INVT C  NCT US       3,687.1      (247.6)        -
NEXSTAR BROADC-A  NXST US        602.5      (175.2)       53.6
NPS PHARM INC     NPSP US        228.9      (155.3)      133.8
NYMOX PHARMACEUT  NYMX US         13.5        (2.9)        8.3
ODYSSEY MARINE    OMEX US         19.4        (3.5)      (15.5)
OTELCO INC-IDS    OTT US         322.1        (5.2)       22.0
OTELCO INC-IDS    OTT-U CN       322.1        (5.2)       22.0
PALM INC          PALM US      1,007.2        (6.2)      141.7
PDL BIOPHARMA IN  PDLI US        316.7      (324.2)       90.7
PLAYBOY ENTERP-A  PLA/A US       165.8       (54.4)      (16.9)
PLAYBOY ENTERP-B  PLA US         165.8       (54.4)      (16.9)
PRIMEDIA INC      PRM US         212.7       (93.8)       (1.0)
PROTECTION ONE    PONE US        562.9       (61.8)       (7.6)
QUALITY DISTRIBU  QLTY US        271.3      (144.5)       35.0
QUANTUM CORP      QTM US         466.4       (65.2)      125.7
QWEST COMMUNICAT  Q US        17,220.0    (1,655.0)   (1,649.0)
REGAL ENTERTAI-A  RGC US       2,492.6      (491.7)     (122.5)
RENAISSANCE LEA   RLRN US         49.9       (31.4)      (36.6)
REVLON INC-A      REV US       1,086.7      (696.4)      157.6
RSC HOLDINGS INC  RRR US       2,817.4       (62.2)      (71.6)
RURAL/METRO CORP  RURL US        285.3       (98.6)       60.1
SALLY BEAUTY HOL  SBH US       1,670.4      (406.1)      371.1
SINCLAIR BROAD-A  SBGI US      1,485.9      (157.1)       36.4
SINCLAIR BROAD-A  SBTA GR      1,485.9      (157.1)       36.4
SMART TECHNOL-A   SMT US         559.1       (63.2)      201.9
SMART TECHNOL-A   SMA CN         559.1       (63.2)      201.9
SUN COMMUNITIES   SUI US       1,162.7      (132.4)        -
SWIFT TRANSPORTA  SWFT US      2,567.9       (83.2)      186.1
TAUBMAN CENTERS   TCO US       2,535.6      (512.8)        -
TEAM HEALTH HOLD  TMH US         807.7       (51.4)       17.9
THERAVANCE        THRX US        331.2       (22.4)      276.3
UNISYS CORP       UIS US       3,020.9      (933.8)      538.7
UNITED RENTALS    URI US       3,692.0       (29.0)      123.0
VECTOR GROUP LTD  VGR US         949.6       (46.2)      299.9
VENOCO INC        VQ US          750.9       (84.2)      (11.6)
VERISK ANALYTI-A  VRSK US      1,217.1      (114.4)     (480.4)
VERSO PAPER CORP  VRS US       1,516.1        (6.8)      162.4
VIRGIN MOBILE-A   VM US          307.4      (244.2)     (138.3)
VONAGE HOLDINGS   VG US          260.4      (129.6)      (67.7)
WARNER MUSIC GRO  WMG US       3,604.0      (228.0)     (602.0)
WEIGHT WATCHERS   WTW US       1,092.0      (686.7)     (348.7)
WESTMORELAND COA  WLB US         750.3      (162.4)      (35.8)
WESTWOOD ONE INC  WWON US        288.3        (6.0)       30.6
WORLD COLOR PRES  WC CN        2,641.5    (1,735.9)      479.2
WORLD COLOR PRES  WCPSF US     2,641.5    (1,735.9)      479.2
WORLD COLOR PRES  WC/U CN      2,641.5    (1,735.9)      479.2
WR GRACE & CO     GRA US       4,271.7       (68.8)    1,371.3



                           *********

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 PDFformat.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
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 ***