TCR_Public/110505.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 5, 2011, Vol. 14, No. 123

                            Headlines

4KIDS ENTERTAINMENT: Section 341(a) Meeting Slated for May 4
4KIDS ENTERTAINMENT: U.S. Trustee Unable to Form Committee
4KIDS ENTERTAINMENT: Taps Kaye Scholer as Restructuring Counsel
105 MONTGOMERY: Case Summary & 4 Largest Unsecured Creditors
ALABAMA AIRCRAFT: Sets June 6 Auction for Business

ALABAMA AIRCRAFT: Boeing Wants More Time to Look Over Sale
AMBASSADORS INT'L: Court Okays May 16 Whippoorwill-Led Auction
AMERICAN APPAREL: Inks Purchase & Investment Pact with M. Serruya
AMERICAN APPAREL: Lion/Hollywood Discloses 16.8% Equity Stake
AMTRUST FINANCIAL: Auction for Parking Garage Starts at $7.75MM

BANKUNITED FINANCIAL: Creditors' Disclosure on for June 6 Hearing
ARK DEVELOPMENT: Wants to Use Rental Income to Finish Project
ARK DEVELOPMENT: Taps Shraiberg Ferrara as Bankr. Counsel
ARK DEVELOPMENT: Sec. 341 Creditors' Meeting Set for May 25
BARNES BAY: Allows Court Oversight of Discount Offer to Creditors

BELO CORP: Fitch Upgrades Issuer Default Rating to 'BB'
BERNARD L. MADOFF: Trustee Seeks to Allocate Monies to BLMIS
BERNARD L. MADOFF: District Court to Hear Certain Fraud Claims
BIOMARIN PHARMA: S&P Ups Rating on Subordinated Debt Rating to 'B'
BK PECAN: Case Summary & 4 Largest Unsecured Creditors

BK8909 LLC: Case Summary & 6 Largest Unsecured Creditors
BLUEKNIGHT ENERGY: Swank Capital Discloses 16.1% Equity Stake
BORDERS GROUP: Wants to Sell De Minimis Assets in Ordinary Course
BORDERS GROUP: Has Lease Decision Extension from Certain Landlords
BORDERS GROUP: Agree Realty Sells Leased Properties for $6.5-Mil.

BRIGHTSTAR CORP: S&P Affirms 'BB' CCR; Outlook Revised to Negative
CAPITAL INVESTORS: Case Summary & Largest Unsecured Creditor
CARIBBEAN PETROLEUM: Puma Agrees to Clean Up Petroleum Blast Site
CARIBE MEDIA: Wants to Use Lenders' Cash Collateral
CARIBE MEDIA: Taps Kurtzman Carson Consultants as Claims Agent

CARIBE MEDIA: Case Summary & Largest Unsecured Creditor
CB HOLDING: Seeks Restitution From Former Executives
CDC PROPERTIES: U.S. Trustee Unable to Form Committee
CHENIERE ENERGY: S&P Raises Recovery Rating on Sabine Pass Unit
CHILI PEPPER: Case Summary & 8 Largest Unsecured Creditors

CIMAREX ENERGY: S&P Raises CCR to 'BB+' on Strong Fin'l. Metrics
CLEAN BURN: Bankr. Administrator Forms 4-Member Creditors' Panel
CMHA-TCB I: Has Interim Use of Cash Collateral Until May 31
COKAS DIKO: Case Summary & 20 Largest Unsecured Creditors
COLONIAL BANCGROUP: Needs Cramdown Process to Win Confirmation

COMPOSITE TECHNOLOGY: U.S. Trustee Taps 5-Member Creditors Panel
CONTINENTAL ALLOYS: S&P Affirms 'B-' CCR; Outlook Revised to Pos.
CONTINENTAL COMMON: To Pay General Unsecured Claims in Full
CORNERSTONE FAITH: Voluntary Chapter 11 Case Summary
DEX ONE: Former RHD Opens Year With $55.4MM First Quarter Profit

DILLARD LAND: Case Summary & 10 Largest Unsecured Creditors
DMA RAYFORD: Voluntary Chapter 11 Case Summary
EAGLE INDUSTRIES: Citizens Okay Cash Collateral thru May 23
ECOLY INT'L.: Court Sets May 27 as General Claims Bar Date
ENNIS COMMERCIAL: Court Denies Approval of Plan Outline

ENNIS COMMERCIAL: Court Approves Mack Rd. Property Sale for $1.7MM
GALP GRAYRIDGE: May Use Cash Collateral Thru May 31
GENESCO INC: S&P Affirms 'BB-' CCR; Outlook Revised to Positive
GEORGIA-PACIFIC: Moody's Hikes Corp. Family Rating to 'Ba1'
GRAPHIC PACKAGING: S&P Raises Ratings on Sr. Secured Notes to 'B+'

HANLEY WOOD: S&P Cuts Corporate to 'CCC' on Liquidity Concerns
HARRON COMMUNICATIONS: S&P Assigns 'B' Corporate; Outlook Stable
HARRY & DAVID: Hearing on DIP Financing Moved to May 10
HOLLYWOOD MOTION PICTURE: Auction of Film Memorabilia on June 18
HUB INTERNATIONAL: S&P Affirms 'B' Counterparty Credit Rating

INDUSTRIAL ENTERPRISES: Launches Lawsuit Against Former Execs.
INVERNESS DISTRIBUTION: Files Ch. 15 to Go After Shareholder
INVERNESS DISTRIBUTION: Chapter 15 Case Summary
ISTAR FINANCIAL: Reports $83.9-Mil. First Quarter Net Income
J.C. MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors

J. MICHAEL: Case Summary & 7 Largest Unsecured Creditors
JAVA LLC: Case Summary & 6 Largest Unsecured Creditors
KAR AUCTION: Moody's Hikes CFR to 'B1'; Assigns 'Ba3' to Bank Debt
KAR AUCTION: S&P Assigns 'BB-' Rating on $1.75BB Credit Facilities
KEYSTONE AUTOMOTIVE: S&P Cuts Ratings to 'Selective Default'

KGEN LLC: S&P Withdraws 'BB-' Rating After Debt Paydown
LEHMAN BROTHERS: Objects to JPM's WaMu Related Claims
LEHMAN BROTHERS: ECCU Wants Lift Stay to Assert Rights on Land
LEHMAN BROTHERS: Citicorp Signs Stipulation on Turnover of Funds
LEHMAN BROTHERS: Has Settlement with NY Finance Agency

LEHMAN BROTHERS: Serves Subpoenas on Banca MPS and Banca Monte
LIBBEY INC: Incurs $1-Mil. Net Loss in First Quarter
LONE TREE: Given Continued Access to DIP Financing Facility
LOS ANGELES DODGERS: Faces Cash Crunch by Month's End
LYONDELL CHEMICAL: Hearing on Suit Over 2007 LBO Begins May 12

MANITOWOC CO: S&P Affirms 'B+' Rating on Corp. Credit, Sr. Debt
MARMC TRANSPORTATION: Wants to Sell Casper Property for $640K
MASON RD: Voluntary Chapter 11 Case Summary
MASTEC INC: Moody's Affirms 'Ba3' Corporate Family Rating
MEDASSETS INC: S&P Assigns 'BB-' Rating on $758MM Sr. Secured Debt

MILAGRO OIL: S&P Assigns 'B-' CCR; Outlook Negative
MINOR FAMILY: Status Hearing on Funding of Debtor Moved to May 23
MORTGAGES LTD: Greenberg Atty. Seeks Exit from Malpractice Suit
MP-TECH AMERICA: Bankr. Administrator Forms Creditors Committee
MP-TECH AMERICA: Has Until May 13 to File Schedules & Statements

MSX INTERNATIONAL: Moody's Downgrades CFR to 'Caa2' From 'Caa1'
MT JORDAN: Seeks June 30 Plan Filing Exclusivity Extension
NEW LIFE: Case Summary & 5 Largest Unsecured Creditors
NLC UNITRUST: Seeks Approval of Ciardi Ciardi as Counsel
NYC BALLET: Sees $6 Million Deficit for 2010-2011 Season

NYC OPERA: Board Discussed Bankruptcy Filing "In Passing"
OPTI CANADA: Incurs C$27-Mil. First Quarter Net Loss
ORLEANS HOMEBUILDERS: Settles Dispute with Former CEO Over Salary
P&C POULTRY: Seeks Extension of Exclusive Plan Filing to Aug. 23
P&C POULTRY: Withdraws Proposed Bidder Protections for Balmoral

PACIFIC DEVELOPMENT: Wants to Hire Draney as Accountants
PACIFIC MESA: Second Lien Lender Proposes Own Reorganization Plan
PARIS TEXAS: Voluntary Chapter 11 Case Summary
PENTON MEDIA: S&P Raises Corporate Credit Rating to 'B-'
PENZANCE CASCADES: Garrison Sale to Pay Creditors in Full

PENZANCE CASCADES: Seeks to Dismiss Chapter 11 Cases
PENZANCE CASCADES: Garrison Sale to Pay Creditors in Full
PHILADELPHIA ORCHESTRA: Ex-Music Director Paid $693T in 2008-2009
PHILADELPHIA RITRENHOUSE: U.S. Trustee Appoints Creditors Panel
POINT BLANK: Fails to Wins Nod of Amended Plan Outline at Hearing

PREMIER GOLF: Case Summary & 20 Largest Unsecured Creditors
PRODIGY HEALTH: S&P Puts 'B+' Counterparty Credit Rating on Watch
RASER TECHNOLOGIES: Wants to Hire ALCS as Claims Agent
RASER TECHNOLOGIES: Wants to Incur $8.75 Million DIP Financing
RASER TECHNOLOGIES: Wants to Pay Employees' Prepetition Wages

RAY ANTHONY: Court Approves W.B. Kania as Accountant
REAL DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
REALTY EXECUTIVES: Voluntary Chapter 11 Case Summary
RENAISSANCE STONE: Case Summary & 10 Largest Unsecured Creditors
REOSTAR ENERGY: Wants Cash Collateral Budget Increased by $20,000

REOSTAR ENERGY: May Sell Interest in Ford Well Assets
REOSTAR ENERGY: Court Okays Postpetition Financing From Insider
RIVIERA SPRINGS: Case Summary & 11 Largest Unsecured Creditors
ROBB & STUCKY: Can Employ LarsonAllen LLP as External Accountant
ROBB & STUCKY: Fleetwood Management Granted Adequate Protection

RUTHERFORD CONSTRUCTION: Wants to Use Rents from Enchanted View
RUTHERFORD CONSTRUCTION: Taps Vogel & Cromwell as Attorneys
RW LOUISVILLE: Wells Fargo Wants Bankruptcy Case Dismissed
RYLAND GROUP: Nine Directors Elected at Annual Meeting
SAINT VINCENTS: Has Until Aug. 9 to File Chapter 11 Plan

SAN JOAQUIN HILLS: Moody's Reviews Ba2 Rating for Downgrade
SAND HILL: Files Consolidated Plan and Disclosure Statement
SAUK VILLAGE, IL: S&P Downgrades Rating on Bonds to 'BB'
SBARRO INC: Secures $35 Million DIP Financing Package
SCHUTT SPORTS: Wants APA Amended to Expand Assumed Liabilities

SENSUS METERING: Moody's Lowers 2nd Lien Rating to 'Caa1'
SEQUOIA PARTNERS: Can Employ Beowulf Consulting as Accountant
SEQUOIA PARTNERS: Wants Lease Decision Period Extended to July 27
SEVERN BANCORP: Appointment of ParenteBeard Ratified
SEXY HAIR: Chapter 11 Plan Confirmed Inside Five Months

SMART MODULAR: S&P Places 'BB' Corp. Credit Rating on Watch Neg.
SPEEDY CASH: S&P Assigns 'B' Rating to $230MM Sr. Secured Notes
SPRING WINDOW: Moody's Rates 1st Lien Credit Facility 'B1'
SPRINGS WINDOW: S&P Assigns 'B' CCR; Outlook Stable
SS&C TECHNOLOGIES: S&P Raises CCR to 'BB' on Reduced Leverage

STAFFORD COUNTY: Moody's Affirms G.O. Bond Rating at 'Ba2'
STILLWATER MINING: Error Found in April 11 Proxy Statement
TACO DEL MAR: Wins Confirmation of Own Liquidating Plan
THEATRE CLUB: Seeks to Employ Stephen F. Biegenzahn as Counsel
TOWNSENDS INC: Sells Certain Assets to Peco Foods

TRUMP ENTERTAINMENT: Financial Struggles Continue
TUBO DE PASTEJE: Plan Talks Near End, Wants Exclusivity Extended
ULTIMATE ACQUISITION: Formally Converted to Chapter 7
TYLER TEXAS: Voluntary Chapter 11 Case Summary
UNIFI INC: Incurs $4.04 Million Net Loss in March 27 Quarter

UNISYS CORP: Eight New Directors Elected at Annual Meeting
UNISYS CORP: S&P Raises CCR to 'BB-' on Improving Finc'l. Profile
UNITED CONTINENTAL: Blackrock Reports 4.74% Stake
UNITED CONTINENTAL: AFA Obtains Mediation Board's Nod for Election
UNITED CONTINENTAL: Reports March 2011 Traffic Results

UTAH CENTRAL CREDIT: Shuttered by Regulators
VALLEJO, CA: To Submit Final Exit Plan by Mid-May
VALLEY ROAD: S&P Places 'BB+' Rating on Credit Facilities on Watch
WAGSTAFF PROPERTIES: In Ch. 11 to Stop KFC Franchise Termination
WASHINGTON MUTUAL: Wins OK to Pay $13-Mil. to Settle Class Suit

WE LEAD: Case Summary & 9 Largest Unsecured Creditors
WESTLAND PARCEL: Seeks to Hire ADG Commercial as Leasing Broker
WESTWOOD SEPHARDIC: Case Summary & 7 Largest Unsecured Creditors
WHITTON CORP: Plan Contemplates Merger of Firm's Subsidiaries
WILLBROS GROUP: S&P Affirms 'BB-' CCR; Outlook Revised to Negative

WJO INC: Committee Obtains Nod to Hire ParenteBeard as Accountant
XENIA RURAL: Going Concern Doubt Raised
XILINX INC: S&P Upgrades Subordinated Debt Rating to 'BB+'
YONKERS RACING: Moody's Upgrades Corporate Family Rating to B1
YRC WORLDWIDE: Fitch Downgrades IDR to 'C', Withdraws Ratings

* 528 Credit Unions Have 'E' (Weak) Ratings From Weiss

* Grant & Eisenhofer Taps Morris to Head Bankruptcy Practice

* T. Kingsmill, Former New Orleans Bankruptcy Judge, Dies

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********

4KIDS ENTERTAINMENT: Section 341(a) Meeting Slated for May 4
------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
of 4Kids Entertainment Inc. and its debtor-affiliates on May 24,
2011, at 2:00 p.m. (prevailing Eastern time) at the Office of the
United States Trustee, 80 Broad Street, 4th Floor in New York.

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 4Kids Entertainment

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

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


4KIDS ENTERTAINMENT: U.S. Trustee Unable to Form Committee
----------------------------------------------------------
U.S. Trustee Tracy Hope Davis told the U.S. Bankruptcy Court for
the Southern District of New York that he is unable to appoint
creditors to serve on an Official Committee of Unsecured Creditors
for 4Kids Entertainment Inc. and its debtor-affiliates because
there is an insufficient number of creditors indicated a
willingness to serve on a committee.

                     About 4Kids Entertainment

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

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


4KIDS ENTERTAINMENT: Taps Kaye Scholer as Restructuring Counsel
---------------------------------------------------------------
4Kids Entertainment Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Central District of California for
permission to employ Kaye Scholer LLP as restructuring counsel.

The firm will:

   a) advise the Debtors with respect to their rights, powers and
      duties as debtors and debtors-in-possession in the continued
      management and operation of their businesses and properties;

   b) attend meetings and negotiating with representatives of the
      Debtors' creditors and other parties-in-interest;

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

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

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

   f) advise the Debtors with respect to legal issues arising in
      or relating to the Debtors' operations, including attendance
      at senior management meetings, meetings of the board of
      directors and committees thereof, and advice on employee,
      workers' compensation, employee benefits, executive
      compensation, tax, banking, insurance, securities,
      corporate, contracts, joint ventures, real property,
      press/public affairs, litigation and regulatory matters, and
      advising the Debtors with respect to continuing disclosure
      and reporting obligations, if any, under securities laws;

   g) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the estates' behalf, the defense of any actions commenced
      against the estates, negotiations concerning all litigation
      in which the Debtors may be involved and objections to
      claims filed against the estates;

   h) negotiate and prepare plan(s) of reorganization, disclosure
      statement(s) and all related agreements and documents and
      taking any necessary action on behalf of the Debtors to
      confirm such plan(s);

   i) prepare on the Debtors' behalf all petitions, motions,
      applications, answers, orders, reports, and papers necessary
      to the administration of the estates;

   j) appear before this Court, any appellate courts, and the
      Office of the United States Trustee, and protecting the
      interests of the Debtors' estates before such courts and the
      Office of the United States Trustee; and

   k) provide all other necessary legal services and advice to the
      Debtors in connection with these chapter 11 cases.

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

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

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

                     About 4Kids Entertainment

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

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


105 MONTGOMERY: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 105 Montgomery Property
        P.O. Box 470
        Santa Rosa, CA 95402

Bankruptcy Case No.: 11-11624

Chapter 11 Petition Date: April 30, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  LAW OFFICES OF MICHAEL C. FALLON
                  100 E. Street, #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

Scheduled Assets: $675,000

Scheduled Debts: $1,592,420

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/canb11-11624.pdf

The petition was signed by Patrick E. Mutt, partner.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Cokas Diko                            11-11623            04/30/11


ALABAMA AIRCRAFT: Sets June 6 Auction for Business
--------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Alabama Aircraft Industries Inc. won approval to conduct an
auction for its business on June 6.  Under the court-approved
procedures, bids are due initially by June 2.  AAI must disclose
the winner of the auction by June 7, in advance of a June 13
hearing for approval of the sale.  No buyer is yet under contract.
A sale is necessary because AAI was unable to arrange financing.

According to Mr. Rochelle, at a hearing May 3, the judge also
approved a distress termination of the pension plan that is under-
funded by $31.4 million.  The bankruptcy judge already held a
trial on termination of the existing union contract. The parties
are awaiting a decision.

                      About Alabama Aircraft

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

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

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

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

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


ALABAMA AIRCRAFT: Boeing Wants More Time to Look Over Sale
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Aviation giant Boeing Co.
wants to ensure that whoever buys Alabama Aircraft Industries
Inc.'s assets -- a deal that could include the financially
desperate Birmingham company's contract to work on aging military
refueling airplanes -- has passed the strict national security
qualifications necessary to work on crucial government contracts.

                     About Alabama Aircraft

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

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

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

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

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


AMBASSADORS INT'L: Court Okays May 16 Whippoorwill-Led Auction
--------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware has approved the proposed bid process for the sale of
assets of Ambassadors International Inc. and its debtor
affiliates.

Under the process, bidders have until May 13, 2011, to submit
their proposals for the assets, which must be accompanied by a
$1 million escrow payment.

Ambassadors will conduct an auction on May 16, 2011, if it
receives competing bids, with Whippoorwill Associates Inc.'s offer
serving as the stalking horse bid at the auction.

As previously announced on April 1, 2011, Ambassadors has entered
into an agreement with Whippoorwill, as agent for its
discretionary funds and accounts providing for the sale of its
assets.  Whippoorwill intends to maintain Windstar's business and
operations and invest in Windstar's growth following the
completion of the sale.

If no competing offer is received from other bidders by the May 13
deadline, Ambassadors will not hold an auction and the assets will
be sold to Whippoorwill, subject to court approval.

Judge Gross will hold a hearing on May 18, 2011, to consider
approval of the sale of assets to the winning bidder at the
auction.  The deadline for filing objections to approval of the
sale is May 17, 2011.

A copy of the document detailing the bid process is available for
free at http://bankrupt.com/misc/AmbassadorsIntl_BidProcess.pdf

                 About Ambassadors International

Headquartered in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts.  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.

The Company's subsidiaries organized outside the United States are
not Debtors in the Chapter 11 Case, nor are they parties to any
insolvency or reorganization proceedings in their home
jurisdictions.

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.


AMERICAN APPAREL: Inks Purchase & Investment Pact with M. Serruya
-----------------------------------------------------------------
American Apparel, Inc., entered into a Purchase and Investment
Agreement, dated as of April 21, 2011, with certain investors led
by Canadian financier Michael Serruya and his family, Delavaco
Capital, Inc., Dynamic Power Hedge Fund and Front Street
Investment Management Inc., and on April 26, 2011, closed the
transactions under the Investor Purchase Agreement, pursuant to
which (i) the Purchasers purchased from the Company approximately
15.8 million shares of the Company's common stock, par value
$.0001 per share, at a price of $0.90 per share, for the aggregate
cash purchase price of approximately $14.2 million, and (ii) the
Purchasers have the right to purchase up to an aggregate of
approximately 27.4 million additional shares of Common Stock at
the Per Share Price for a 180-day period after the Closing Date,
in each case subject to certain topping-up and anti-dilution
adjustments for additional issuances for cash of Common Stock,
prior to the one-year anniversary of the Closing Date, including
reduction of the Per Share Price to the lowest-issued price for
New Issuances made at a price below the Per Share Price, subject
to some exceptions, as described in the Investor Purchase
Agreement.  The Investor Initial Shares and the Investor Purchase
Right Shares (if exercised in full), represent approximately 15%
and 22%, respectively, of the Company's issued and outstanding
shares of Common Stock after giving effect to such respective
transactions under the Investor Purchase Agreement but not the
Charney Purchase Agreement.  The closing of the purchase of the
Investor Initial Shares occurred on April 26, 2011.

The Purchasers also were granted one demand registration right
with respect to the Investor Initial Shares and one additional
demand registration right if the Investor Purchase Right is
exercised, in each case exercisable after the four-month
anniversary of the Closing Date and subject to customary notice
and suspension periods and other terms and conditions set forth in
the Investor Purchase Agreement.

In addition, as a condition to the Purchasers purchasing the
Initial Shares, the Purchasers required that Dov Charney be
provided a right to receive up to approximately 38.0 million
shares of Common Stock as anti-dilution protection if the market
price of the Common Stock meets certain thresholds, on the terms
and conditions described in the Charney Purchase Agreement.

Pursuant to the Investor Purchase Agreement and the Charney
Purchase Agreement, the Company agreed, to the extent that the
Company determines that stockholder approval is required for any
of the transactions thereunder, to, as soon as practicable after
the Closing Date, amend its preliminary proxy statement filed with
the SEC on April 5, 2011 accordingly, including to seek approval
of (i) a charter amendment to increase the number of authorized
shares by a number sufficient to include the shares issuable
pursuant to the Investor Purchase Right, the Charney Purchase
Right and the Charney Anti-Dilution Provision and (ii) as and to
the extent required under the rules of the NYSE Amex, the issuance
of shares pursuant to the Investor Purchase Right, the Charney
Purchase Right and the Charney Anti-Dilution Provision.  The
Company also will seek stockholder approval of the issuance of the
Charney Initial Shares to Mr. Charney pursuant to the Charney
Purchase Agreement.

In connection with the Investor Purchase Agreement, Mr. Charney
entered into a Voting Agreement, dated as of April 26, 2011, with
the Purchasers.  Pursuant to the Voting Agreement, Mr. Charney has
agreed to vote or execute consents, as applicable, with respect to
all of the shares of Common Stock that he at such time
beneficially owns, or cause to be voted or a consent to be
executed with respect to such shares of Common Stock he at such
time controls, in favor of the Charter Amendment Proposal and the
Additional Shares Proposal.  Mr. Charney is the Company's
Chairman, Chief Executive Officer and principal stockholder.

                Purchase Agreement with Dov Charney

The Company also entered into a Purchase Agreement, dated as of
April 27, 2011, with Mr. Charney, pursuant to which, subject to
receipt of requisite stockholder approval, (i) Mr. Charney agreed
to purchase from the Company 777,778 shares of Common Stock at the
Per Share Price, for the aggregate cash purchase price of
$700,000; (ii) the Company granted to Mr. Charney a right to
purchase up to 1,555,556 additional shares of Common Stock on
substantially the same terms as the Investor Purchase Right
granted to Purchasers in the Investor Purchase Agreement; and
(iii) the Company provided Mr. Charney with the Charney Anti-
Dilution Provision.

The Charney Anti-Dilution Provision provides that Mr. Charney has
a right to receive from the Company, subject to the satisfaction
of certain average volume weighted closing price targets, and
other terms and conditions set forth in the Charney Purchase
Agreement, up to approximately 38.0 million shares of Common Stock
comprised of (i) up to approximately 12.7 million shares of Common
Stock as anti-dilution protection with respect to the issuance to
the Purchasers of the Investor Initial Shares, and (ii) in
proportion to the exercise by the Purchasers of the Investor
Purchase Right, an additional up to approximately 25.3 million
shares of Common Stock as anti-dilution protection with respect to
the issuance to the Purchasers of the Investor Purchase Right
Shares.  Each of the Charney Initial Anti-Dilution Shares and, if
applicable, the Charney Purchase Right Anti-Dilution Shares are
issuable in three equal installments, one per each measurement
period, subject to meeting the applicable average volume weighted
closing price for 60 consecutive trading days, calculated as set
forth in the Chaney Purchase Agreement, as follows: (i) for the
measurement period from April 16, 2012 to and including April 15,
2013, if the VWAP of the Common Stock during a period of 60
consecutive trading days exceeds $3.25 per share; (ii) for the
measurement period from but not including April 16, 2013 to and
including April 15, 2014, if the VWAP of the Common Stock during a
period of 60 consecutive trading days exceeds $4.25 per share; and
(iii) for the measurement period from but not including April 16,
2014 to and including April 15, 2015, the VWAP of the Common Stock
during a period of 60 consecutive trading days exceeds $5.25 per
share.

          Amendments to Bank of America Credit Agreement

On April 26, 2011, American Apparel (USA), LLC, as lead borrower,
the Company and certain subsidiaries of the Company entered into
an amendment to the Credit Agreement, dated as of July 2, 2007,
with Bank of America, N.A., as administrative agent and as
collateral agent, Wells Fargo Bank, National Association, as
collateral monitoring agent and the lenders party thereto.  The
Bank of America Amendment, among other things:

   (i) requires that the Company retain FTI Consulting, Inc., and
       create an Office of Special Programs comprised of Mark
       Weinsten of FTI (as chairman), Thomas Casey and John
       Luttrell;

  (ii) provides that the OSP will report to Company's Audit
       Committee, will develop and have power to implement a
       business operating plan to be approved by the Company's
       Audit Committee and acceptable to BofA and will develop
       thirteen week cash flow budgets reasonably acceptable to
       BofA on an ongoing basis which will be tested weekly via
       variance reports as follows: (a) cumulative receipts will
       be tested on a rolling three-week basis to ensure aggregate
       cumulative receipts are not less than 90% of projections
       and (b) cumulative disbursements will be tested to ensure
       aggregate cumulative disbursements do not exceed 110% of
       projections;

(iii) revises the covenant requiring minimum excess availability
       to require excess availability in an amount not less than
       the greater of $12,500,000 and 15% of the lesser of the
       borrowing base and the revolving credit ceiling;

  (iv) requires a new equity contribution of at least $10,500,000;
       and

   (v) waives the requirement that the year-end audit for the
       fiscal year ended Dec. 31, 2010 be provided without a
       "going concern" or like qualification.

                 Amendments to Lion Credit Agreement

On April 26, 2011, the Company and certain subsidiaries of the
Company entered into an amendment to the Credit Agreement, dated
as of March 13, 2009, with Wilmington Trust FSB, as administrative
agent and as collateral agent, Lion Capital (Americas) Inc., as a
lender, Lion/Hollywood L.L.C., as a lender, and the other lenders
party thereto.  The Lion Amendment, among other things:

   (i) provides that by May 31, 2011 the OSP will develop an
       operating plan for the remainder of 2011 which is approved
       by the Audit Committee and reasonably acceptable to the
       lenders under the Lion Credit Agreement;

  (ii) provides that the OSP will have authority to implement the
       operating plan;

(iii) provides that by Dec. 31, 2011, the OSP will develop an
       operating plan for 2012 which is approved by the Audit
       Committee and reasonably acceptable to the lenders under
       the Lion Credit Agreement;

  (iv) provides that, in the event of the issuance and sale of
       common or preferred stock or a debt-for-equity exchange by
       the Company (other than certain issuances, including (a)
       common stock or options granted or issued under a board-
       approved equity incentive plan or other stock option plan
       for employees of the Company and its subsidiaries, (b)
       common stock issuable upon the exercise of existing
       warrants issued to Lion and (c) equity sales pursuant to
       the Investor Purchase Agreement and the Charney Purchase
       Agreement), in a transaction definitively agreed or
       consummated prior to the earlier of 365 days after the
       effectiveness of the Lion Amendment and the repayment of
       the obligations under the Lion Credit Agreement, the
       Company will (x) issue additional warrants to Lion
       exercisable for a number of shares sufficient to prevent
       the dilution of Lion's fully-diluted beneficial ownership
       of common stock as a result of such New Equity Sale at an
       initial exercise price equal to the lesser of $0.90 and the
       lowest issued price for such New Equity Sale, and (y)
       subject to receiving any required stockholder approval,
       reduce the exercise price of the existing warrants issued
       to Lion to the lowest issued price for such New Equity
       Sale;

   (v) provides that, in the event of a New Equity Sale for a per
       share price lower than $1.00 per share in a transaction
       definitively agreed or consummated on or after the earlier
       of 365 days after the effectiveness of the Lion Amendment
       and prior to the repayment of the obligations under the
       Lion Credit Agreement, the Company will (x) issue
       additional warrants to Lion exercisable for a number of
       shares sufficient to prevent the dilution of Lion's fully-
       diluted beneficial ownership of common stock as a result of
       such New Equity Sale at an initial exercise price equal to
       the lowest issued price for such New Equity Sale, and (y)
       if the net cash proceeds of such New Equity Sale are equal
       to or greater than $5.0 million, and subject to receiving
       any required stockholder approval, which the Company agreed
       to seek at an annual meeting of its stockholders, reduce
       the exercise price of the warrants issued to Lion to the
       lowest issued price for such New Equity Sale;

  (vi) in connection with each issuance of shares under the
       Investor Purchase Agreement and the Charney Purchase
       Agreement, requires the Company (x) to issue additional
       warrants to Lion with an exercise price of $1.00, subject
       to further adjustment as provided in the warrants and the
       Lion Credit Agreement, and exercisable for a number of
       shares sufficient to prevent dilution of Lion's fully-
       diluted beneficial ownership of common stock as a result of
       the issuance of such shares the Investor Purchase Agreement
       and the Charney Purchase Agreement and (y) subject to
       receiving any required stockholder approval, which the
       Company agreed to seek at an annual meeting of its
       stockholders, reduce the exercise price of the Existing
       Lion Warrants to $1.00;

(vii) provides for a new event of default if the requisite
       stockholder approval fails to authorize the issuance of a
       sufficient number of shares to permit the transactions
       contemplated by the Lion Amendment, the Investor Purchase
       Agreement and the Charney Purchase Agreement;

(viii) requires a new equity contribution of at least $10,500,000;
       and

  (ix) waives the requirement that the year-end audit for the
       fiscal year ended Dec. 31, 2010 be provided without a
       "going concern" or like qualification.

                         New Lion Warrant

In connection with the Closing, on the Closing Date, in accordance
with the Lion Credit Agreement, the Company issued to Lion a
warrant, which expires in 2018 and is exercisable at any time
during its term, to purchase an aggregate of 3,063,101 shares of
Common Stock at an exercise price of $1.00 per share, as such
price may be adjusted from time to time pursuant to the
adjustments specified in the New Lion Warrant and the Lion Credit
Agreement.

When the Charney Initial Shares are issued to Mr. Charney, and if
shares are issued to Mr. Charney pursuant to the Charney Anti-
Dilution Provision or if the Purchasers or Mr. Charney exercise
the Investor Purchase Right or the Charney Purchase Right,
respectively, the Lion Credit Agreement would require the Company
to issue to Lion additional new warrants to purchase shares of
Common Stock, as described in the Lion Credit Agreement.

              Amendment to Existing Lion Warrants

On the Closing Date, in accordance with the Lion Credit Agreement,
the Company and Lion entered into amendments to Lion's existing
warrants issued on March 13, 2009 and March 24, 2011, to reduce
the exercise price thereof to $1.00 per share, as such price may
be adjusted from time to time pursuant to the adjustments
specified in each respective warrant or the Credit Agreement.  The
effectiveness of the Existing Lion Warrant Amendment to the 2009
Warrant is subject to the approval by the Company's stockholders
of the exercise price adjustment and the potential issuance of
additional shares of Common Stock contemplated by such Existing
Lion Warrant Amendment to the 2009 Lion Warrant.

In connection with the issuance of the shares and the purchase
rights under the Investor Purchase Agreement and the Charney
Purchase Agreement, the exercise price of the warrant issued to
SOF Investments, L.P.-Private IV on Dec. 19, 2008, was adjusted
pursuant to its terms to $2.151.

                    Sale of Equity Securities

The approximately 15.8 million total shares of Common Stock issued
to the Purchasers on the Closing Date, and the Investor Purchase
Right and the Charney Purchase Right to purchase up to an
additional aggregate of 29.0 million total shares, and the Charney
Anti-Dilution Provision issuable for an additional approximately
38.0 million shares, in each case, pursuant to the Investor
Purchase Agreement and the Charney Purchase Agreement,
respectively, as described above, were issued in a private
placement exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended.  The Company intends to use
the proceeds from the issuance and sale of those shares for
working capital and general corporate purposes.

                       About American Apparel

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

                        Bankruptcy Warning

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

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

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

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

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


AMERICAN APPAREL: Lion/Hollywood Discloses 16.8% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Lion/Hollywood LLC and its affiliates
disclosed that they beneficially own 19,822,910 shares of common
stock of American Apparel, Inc., representing 16.8% of the shares
outstanding.  The percentage of the class of Common Stock
represented by the shares is based on an aggregate of 98,547,932
shares of Common Stock outstanding, which is equal to (i)
82,771,426 shares of Common Stock outstanding as of March 31,
2011, as reported by the Company's in its Preliminary Proxy
Statement filed on Schedule 14A with the SEC on April 5, 2011,
plus (ii) 15,776,506 shares of Common Stock issued to pursuant to
the Investor Purchase Agreement on April 26, 2011 as reported by
the Company on its Current Report on Form 8-K filed on April 28,
2011.

On April 26, 2011, the parties to the Lion Credit Agreement
entered into the Waiver and Sixth Amendment to the Lion Credit
Agreement to the Credit Agreement, dated as of March 13, 2009,
with Wilmington Trust FSB, as administrative agent and as
collateral agent, Lion Capital (Americas) Inc., as a lender,
Lion/Hollywood L.L.C., as a lender, and the other lenders party
thereto.

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

                        http://is.gd/oJkKbL

                       About American Apparel

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

                        Bankruptcy Warning

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

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

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

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

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


AMTRUST FINANCIAL: Auction for Parking Garage Starts at $7.75MM
---------------------------------------------------------------
Hilco Real Estate will run a sales process resulting in an auction
for an income-producing parking garage that includes ground floor
retail and air rights for future development.  The facility, which
is located at 515 Euclid Avenue in downtown Cleveland, is owned by
AmFin Real Estate Investments, Inc.  A stalking horse agreement
has been executed setting the minimum bid for the asset at
$7,750,000.  The property was constructed in 2005 at a cost in
excess of $25 million.

"The property is ideally located in the heart of downtown
Cleveland," said Geoffrey S. Schnipper, Vice President of Hilco
Real Estate.  He added, "The property performs well today and has
tremendous potential upside because of the near term openings of
both the Horseshoe Casino and the Cleveland Medical
Mart/Convention Center, each located blocks away from the garage.
In addition to the in-place revenue stream, the property is being
sold with air rights that allow for the potential construction of
a 14-story tower.  Because those air rights have a separate parcel
identification number, the new owner can choose to develop the
project itself or sell the air rights to a developer."

                       About AmTrust Financial

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

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

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

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

AmTrust Management estimated $100 million to $500 million in
assets and liabilities in its Chapter 11 petition.

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


BANKUNITED FINANCIAL: Creditors' Disclosure on for June 6 Hearing
-----------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the official creditors' committee for BankUnited Financial Corp.
has a hearing in bankruptcy court on June 6 for approval of the
disclosure statement explaining the liquidating Chapter 11 plan
the panel proposed.  The committee is able to propose a plan of
its own because BankUnited's plan exclusivity expired after more
than 18 months in Chapter 11.  The Company filed its own plan in
November but the plan hasn't gone forward.

According to the report, the committee's disclosure statement says
there is now about $10 million cash on hand.  Assets could top
about $64 million, with $50 million representing tax refunds.  On
the low end, assets won't exceed $11.5 million.  The disclosure
statement predicts that holders of $321 million in senior notes
will recover nothing to 18.4%.  General unsecured creditors with
claims totaling as much as $50 million may realize nothing, with
their best recovery being 10.5%.  Holders of preferred stock and
$245 million in subordinated notes won't see anything.  The major
swing factor is the $1.47 billion claim of the Federal Deposit
Insurance Corp. The FDIC contends the claim is entitled to
priority, while creditors believe the claim should be disallowed
entirely. The FDIC, as receiver for the failed bank subsidiary, is
also claiming the right to receive tax refunds.

                    About BankUnited Financial

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

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

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

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

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


ARK DEVELOPMENT: Wants to Use Rental Income to Finish Project
-------------------------------------------------------------
Ark Development/Oceanview LLC is seeking permission from the
Bankruptcy Court to use $11,000 in monthly rental income from its
property at 1423 North Atlantic Boulevard in Fort Lauderdale,
Florida, to finalize construction improvements associated with the
1423 Property.  The Debtor said any cash generated by the 1423
Property may constitute cash collateral of Midland Loan Services,
Inc.  The Debtor seek to use Midland's cash collateral on an
interim basis pending a final hearing.

Ark Development/Oceanview LLC owns three pieces luxury homes in
Fort Lauderdale, Florida -- at 1431 North Atlantic Boulevard; 1427
North Atlantic Boulevard; and 1423 North Atlantic Boulevard.  All
three properties are in the final stages of the construction
process.  The Debtor estimates that the value of each property is
roughly $4 million.

The Debtor's prepetition secured creditors are Northern Trust,
N.A, which is owed $3,150,000 based upon a first position mortgage
on the 1431 Property; BB&T Mortgage, which is owed $3,392,779
based upon a first mortgage on the 1427 Property; and Midland,
which is owed $3,150,000 based upon a first position mortgage on
the 1423 Property.  The Debtor reserves the right to challenge the
validity, priority and extent of the liens held by Northern Trust,
N.A.; BB&T Mortgage; and Midland.

The original lender on the 1423 Property was Rockbridge Commercial
Bank.  The FDIC was subsequently appointed receiver for Rockbridge
Commercial Bank.  Midland is now servicing this debt.

The Debtor said it will suffer immediate and irreparable harm if
it is not authorized to use cash collateral to continue
construction improvements associated with the 1423 Property.
Absent authorization, the Debtor will not be able to pay the
expenses associated with completing the improvements associated
with the1423 Property.  Without the use of cash collateral to pay
these expenses, the construction improvements on the 1423 Property
will not be completed and may lead to the vacancy of the Debtor's
tenant, which would cause immediate and irreparable harm not only
to the Chapter 11 estate but to the potential recovery of
creditors.

The Debtor said Midland will be adequately protected by
replacement liens on post-petition assets to the extent its
prepetition collateral is diminished by the use of cash
collateral.  The Debtor has filed a 30-day budget with the Court.

Attorneys for Branch Banking and Trust Company are:

          David J. Lienhart, Esq.
          ROETZEL & ANDRESS
          420 South Orange Avenue
          CNL II, 7th Floor
          Orlando, FL 32801
          Fax: 407-835-3596
          E-mail: dlienhart@ralaw.com

               - and -

          Alan J. Perlman, Esq.
          ROETZEL & ANDRESS
          350 East Las Olas Boulevard
          Las Olas Centre II, Suite 1150
          Ft. Lauderdale, FL 33301
          Fax: 954-462-4260

                  About Ark Development/Oceanview

Ark Development/Oceanview, LLC, in Fort Lauderdale, Florida, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 11-20382) on
April 18, 2011.  Judge John K. Olson presides over the case.
Philip J. Landau, Esq., at Shraiberg, Ferrara, & Landau P.A., in
Boca Raton, serves as bankruptcy counsel. It scheduled assets of
$12,000,000 and debts of $9,772,531.


ARK DEVELOPMENT: Taps Shraiberg Ferrara as Bankr. Counsel
---------------------------------------------------------
Ark Development/Oceanview LLC is seeking permission from the
Bankruptcy Court to hire as bankruptcy counsel:

          Philip J. Landau, Esq.
          Lenore M. Rosetto, Esq.
          SHRAIBERG, FERRARA & LANDAU, P.A.
          2385 NW Executive Center Drive, #300
          Boca Raton, FL 33431
          Telephone: 561-443-0800
          Facsimile: 561-998-0047
          E-mail: plandau@sfl-pa.com
                  lrosetto@sfl-pa.com

The firm will be paid at these rates:

          Legal assistants           $110
          Attorneys                  $225-$425
          Philip J. Landau, Esq.     $425

Mr. Landau, a partner at the firm, attests that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Pre-bankruptcy, the Debtor paid the firm a $25,000 retainer.
Isaac Kodsi, the Debtor's managing member or another guarantor,
will pay the firm an additional $25,000 by May 10, increasing the
retainer to $50,000.

Creditor Branch Banking and Trust Company has filed a Notice of
Taking Rule 2004 Examination Duces Tecum on Mr. Kodsi on May 13,
2011, at 10:00 a.m.

According to papers filed in Court, BB&T Mortgage is owed
$3,392,779 based upon a first mortgage on the Debtor's property at
1427 North Atlantic Boulevard in Fort Lauderdale.

                  About Ark Development/Oceanview

Ark Development/Oceanview LLC owns three pieces luxury homes in
Fort Lauderdale, Florida -- at 1431 North Atlantic Boulevard; 1427
North Atlantic Boulevard; and 1423 North Atlantic Boulevard.  All
three properties are in the final stages of the construction
process.  The Debtor estimates that the value of each property is
roughly $4 million.

Ark Development/Oceanview filed for Chapter 11 bankruptcy (Bankr.
S.D. Fla. Case No. 11-20382) on April 18, 2011.  Judge John K.
Olson presides over the case.  It scheduled assets of $12,000,000
and debts of $9,772,531.


ARK DEVELOPMENT: Sec. 341 Creditors' Meeting Set for May 25
-----------------------------------------------------------
The United States Trustee for the Southern District of Florida
will convene a meeting of creditors in the bankruptcy case of Ark
Development/Oceanview, LLC, on May 19, 2011, at 1:30 p.m. at 299 E
Broward Blvd Room 411, in Fort Lauderdale.  This is the first
meeting of creditors required under Section 341(a) of the
Bankruptcy Code in the Debtors' bankruptcy cases.

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.

In addition, the Notice of 341 Meeting indicates that proofs of
claim are due by Aug. 17, 2011.

                  About Ark Development/Oceanview

Ark Development/Oceanview LLC owns three pieces luxury homes in
Fort Lauderdale, Florida -- at 1431 North Atlantic Boulevard; 1427
North Atlantic Boulevard; and 1423 North Atlantic Boulevard.  All
three properties are in the final stages of the construction
process.  The Debtor estimates that the value of each property is
roughly $4 million.

Ark Development/Oceanview filed for Chapter 11 bankruptcy (Bankr.
S.D. Fla. Case No. 11-20382) on April 18, 2011.  Judge John K.
Olson presides over the case.  It scheduled assets of $12,000,000
and debts of $9,772,531.


BARNES BAY: Allows Court Oversight of Discount Offer to Creditors
-----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that in response to a
lawsuit lodged by unsecured creditors, Barnes Bay Development Ltd.
agreed Tuesday to bankruptcy court oversight of its discounted
closing offer to creditors with deposits on units at the
developer's luxury resort in Anguilla.

                 Committee at Odds With debtor

Bill Rochelle, Bloomberg News' bankruptcy columnist, reported that
the official creditors' committee started a lawsuit aimed at
stopping the Viceroy Anguilla Resort & Residences on the island of
Anguilla from soliciting buyers to complete the purchase of their
units.  The committee contends that materials sent to buyers are
false and misleading and constitute a prohibited solicitation of
votes on a Chapter 11 plan.  The committee will ask for a
temporary injunction.  No hearing has yet been set.

Mr. Rochelle relates that at a hearing May 3, the committee was
scheduled to ask the bankruptcy judge in Delaware to grant its
previously filed motion and have a trustee appointed to oust
management.  The motion for approval of auction procedures was
also on the May 3 calendar in bankruptcy court.  The committee
previously said that the resort's management has been "bought off"
to "do the bidding" of secured creditor Starwood Capital Group
LLC, which is expected to buy the resort at auction.

The resort scheduled a May 13 hearing for approval of a disclosure
statement.

                          About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd., owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.  Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011.  The Debtor disclosed $3,331,282 in
assets and $481,840,435 in liabilities as of the Chapter 11
filing.

Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Keithley Lake & Associates is the Debtors' special
Anguillan counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims, noticing, solicitation and balloting agent.

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

The U.S. Trustee appointed five members to the official committee
of unsecured creditors in the Debtors' cases.  Brown Rudnick LLP
serves as the Committee's co-counsel, and Womble Carlyle Sandridge
& Rice, PLLC, as its Delaware co-counsel.  FTI Consulting, Inc.,
serves as the Creditors Committee's financial advisors.


BELO CORP: Fitch Upgrades Issuer Default Rating to 'BB'
-------------------------------------------------------
Fitch Ratings has upgraded these ratings for Belo Corporation
(Belo):

   -- Issuer Default Rating (IDR) to 'BB' from 'BB-';

   -- Guaranteed senior unsecured notes to 'BB+' from 'BB';

   -- Non-guaranteed senior unsecured notes/bonds to 'BB' from
      'BB-'.

Fitch has affirmed this rating:

   -- Guaranteed revolving credit facility (RCF) at 'BB+'.

The Rating Outlook is Stable.

The ratings and Outlook reflect Belo's material deleveraging in
recent quarters, driven by both debt reduction and improved
operating profits. Since year-end 2009, Belo has reduced debt
by $162 million, primarily through repayment of bank debt. At
March 31, 2011, there was $887 million of debt, with no bank debt
outstanding. Further, EBITDA improved more than 40% in 2010,
driven primarily by the cyclical advertising rebound, and
bolstered by growing retransmission revenue and political
advertising spend. As a result, Fitch estimates total debt/latest
12 month (LTM) EBITDA of 3.7 times (x) at March 31, 2011, versus
6.0x at Dec. 31, 2009, and below Fitch's previously stated
leverage threshold of 4.0x, in a political year (5.0x in a non-
political year, due to the significant swings in advertising) for
the 'BB' ratings category. Fitch expects Belo to remain focused on
deleveraging, and that at least a portion of its $176 million May
2013 maturity will be repaid with cash. That said, given expected
stability in the ad revenue base and growth in retransmission
revenues, Fitch does not currently believe that such repayment
would be necessary to maintain current ratings.

Fitch expects a stable operating environment in 2011, and that non
political advertising should be largely unchanged versus 2010.
However, Fitch expects the absence of political advertising in
2011 to drive overall revenue declines in the low to mid single
digits, which could result in EBITDA declines of as much as 10%.
The ratings also incorporate expectations for a moderate level of
pressure in automotive advertising (15% of Belo's overall revenue
base) given ongoing difficulties in Japan. Fitch expects Belo to
continue to benefit from growth of high margin retransmission
revenue in the mid single digits, although this will be partially
offset by increasing reverse compensation fees to the networks.

The ratings and Outlook also incorporate Fitch's expectations that
Belo will retain a conservative financial policy through at least
the medium term. Fitch views the recent reinstatement of the
company's dividend at approximately $20 million, or 2/3 the amount
allowed under the bank agreement (and 2/3 of the pre-downturn
annual dividend) as evidence of this. Fitch expects approximately
$70 million of annual post-dividend free cash flow going forward
(after covering pension funding obligations, which could
approximate $15 million in 2011). With the RCF fully repaid, Fitch
expects Belo to retain a portion of this cash to repay its next
maturity of $176 million in May 2013. Large-scale M&A is not
currently anticipated and Belo is currently prohibited from
repurchasing shares under its RCF (matures December 2012),
although Fitch expects a replacement facility will not contain
this covenant. Fitch believes Belo will likely begin deploying
cash for share repurchases under a more flexible bank agreement,
but that any activity would be done with an eye toward keeping
leverage at or below current levels, and would not impact ratings.

The ratings continue to be supported by Belo's strong local
presence in the top-50 U.S. markets, with either the No. 1 or No.
2 station in most of its markets, driven by a track record of
making investments in its news infrastructure. Additionally, the
company benefits from a diverse array of top network affiliations
(excluding Arizona). These dynamics are expected to offer more
protection from secular pressures than lower rated stations or
weaker affiliations, and as such, Fitch would expect Belo to
compete effectively with print products, radio and other
broadcasters, for local ad dollars over the intermediate term.

Long-term secular risks continue to be present related to audience
fragmentation and time-shifting, however, it is Fitch's
expectations that local broadcasters, particularly the higher-
rated stations, will continue to remain relevant and capture
material audiences that local, regional and national spot
advertisers will demand. Fitch does not expect the potential
threat of the broadcast networks moving to a cable network to be a
material concern for the credit as Fitch believes that at least
two of the four existing major networks have too large of a
dependence on local broadcasting to make such a dramatic move.
Additionally, Fitch believes an exit by a broadcast network would
be a material positive for the remaining networks and affiliates
as local ad inventory would be removed and therefore result in
greater pricing power for the remaining participants.

Fitch does not anticipate a negative impact to Belo should
Congress approve the FCC's proposal to allow an incentive auction
as a means of reallocating spectrum for wireless broadband use.
Even involuntary seizure of the spectrum is unlikely to result in
credit issues for Belo, or for any broadcasters with portfolio
scale and diversity, as the company does not presently use its
entire allotted spectrum. Such an event could impede the company's
future digital multicast and mobile application efforts, but the
core broadcasting business would not be impacted.

Fitch views Belo's current liquidity as adequate, with $12 million
of cash on hand and $195 million available under its RCF (net of
$10 million letters of credit). Although the company has
maintained a low cash balance since the A.H. Belo spin-off,
minimal near-term maturities and stable free cash flow that is
expected to approach $100 million annually (before any potential
future dividends) render a large cash balance unnecessary.

As of March 31, 2011, there was $886 million of debt outstanding,
consisting of:

   -- $176 million of senior unsecured notes maturity May 2013;

   -- $271 million of guaranteed senior unsecured notes maturing
      November 2016;

   -- $440 million of senior unsecured notes maturing 2027.

The 'BB+' rating on the senior unsecured bank facility reflects
the senior guarantee from substantially all of Belo's domestic
subsidiaries. Although the guarantee on the senior unsecured 2016
notes is contractually subordinated to the guarantee on bank debt,
Fitch has equalized the ratings on the two obligations, given
Belo's enterprise value and the portion of total debt and leverage
comprised by both tranches of debt. The upgrade of the legacy
unsecured notes, which are not guaranteed, is based on the upgrade
of the IDR, and Fitch's view of the notes' recovery prospects
below the guaranteed notes.


BERNARD L. MADOFF: Trustee Seeks to Allocate Monies to BLMIS
------------------------------------------------------------
Irving H. Picard, the Trustee for the liquidation of Bernard L.
Madoff Investment Securities LLC filed a motion in the United
States Bankruptcy Court for the Southern District of New York
seeking approval to allocate $2.6 billion of recovered monies to
the BLMIS Customer Fund and to make an initial, interim
distribution of approximately $272 million from the Customer Fund
to BLMIS customers whose claims have been approved by the Trustee.

"This initial distribution represents a significant milestone in
the Trustee's recovery efforts on behalf of BLMIS customers," said
David J. Sheehan, counsel to the Trustee and a partner at Baker &
Hostetler LLP, the court-appointed counsel to the Trustee.
"We can now begin to return stolen funds to their rightful owners.
Our aggressive, global recovery effort has yielded great success
and we have laid the groundwork for significant future recoveries,
which we intend to distribute as quickly as possible."

The motion notes that in the 29 months since his appointment, the
Trustee has recovered more than $7.6 billion, representing 44
percent of the approximately $17.3 billion in principal that was
lost in the Ponzi scheme by customers who filed claims by the July
2, 2009 bar date.  Of those recoveries, however, significant
amounts are unavailable to the Trustee for either allocation to
the Customer Fund or distribution to customers with allowed claims
at this time because of appeals.  Most notably, two claimants have
separately appealed the most significant settlement obtained by
the Trustee to date -- the $5 billion settlement with the estate
of Jeffry Picower -- and those monies cannot be allocated to the
Customer Fund or distributed to customers until the appeals are
resolved.

The Trustee's motion, therefore, is requesting the allocation of
the remaining $2.6 billion of recoveries to the Customer Fund. Of
this amount, a significant portion must still be held in reserve
until certain appeals are resolved, including appeals regarding
the $220 million settlement with the Levy family and $80 million
in other settlements related to the net equity appeal.

Of the remaining $2.3 billion available for distribution to
customers with allowed claims, almost $1.6 billion cannot be
distributed at this time, until the net equity appeal is resolved.
In addition, $424 million cannot be distributed at this time due
to pending litigation and settlement discussions; the Trustee will
distribute these funds if and when these claims are approved.  The
net result, after all reserves, is that approximately $272 million
will be distributed to BLMIS customers whose claims have been
approved by the Trustee.

"It is regrettable that the landmark $5 billion Picower settlement
is unavailable for distribution to customers at this time because
of frivolous appeals by two claimants," said Mr. Sheehan.
"Similarly, it is disappointing that an appeal has been filed
regarding the Levy settlement, which was approved by the
Bankruptcy Court more than a year ago.  If the appeals of the Levy
and Picower settlements are dismissed prior to the Bankruptcy
Court's approval of our distribution plan, the Trustee will
immediately seek permission to allocate the more than $5 billion
in recovered funds to the Customer Fund and incorporate those
funds into this initial distribution."

The interim distribution of approximately $272 million, or an
average payment of $222,551 on claims relating to 1,224 accounts,
is about 4 percent of losses incurred by customers with net equity
claims.  Had the Picower settlement not been challenged, the
payout would be almost 13 percent, or more than three times as
much.

Referring to the net equity dispute, Mr. Sheehan said, "The
Trustee's net equity definition is the only one accepted under
SIPA, is consistent with decades of legal precedent and, in the
Madoff case, has been upheld by the Bankruptcy Court.  Certain
parties contest these longstanding legal precedents and claim that
BLMIS customers are entitled to receive the fraudulent amounts
shown on the November 2008 BLMIS statements.  The Trustee's
approach -- long upheld in the courts -- seeks to compensate BLMIS
customers for their actual losses and distribute recovered funds
on that basis.

"While the Trustee is confident that our positions will prevail,
by law, we must take a 'worst case' approach and calculate payouts
and reserves as if appellants had prevailed," added Mr. Sheehan.

The $2.6 billion that the Trustee seeks to allocate to the
Customer Fund includes settlements and recoveries to date,
including transfers from BLMIS bank accounts, the sale of assets,
and refunds; the $550 million settlement with Carl Shapiro, Robert
Jaffe, and related entities; the $470 million settlement with the
Swiss bank, Union Bancaire Privee; the $45 million settlement with
Hadassah; and approximately $45 million in preference payments and
other settlements.

The Bankruptcy Court will hold a hearing for approval of the
motion on July 12, 2011.

In addition to Mr. Sheehan, the Trustee acknowledges the
contributions of the Baker & Hostetler attorneys who worked on
this filing: Seanna Brown, Jacqlyn Rovine, Thomas Wearsch and
Brian Bash.

              Interim Distribution Calculation

In order to make interim and final distributions from the Customer
Fund, the Trustee must determine or estimate: (a) the total value
of customer property available for distribution (including
reserves for disputed recoveries), and (b) the total net equity of
all allowed claims (including reserves for disputed claims).

There are unresolved issues -- chiefly the appeal of the net
equity definition and the appeals of the Picower and other
settlements -- that require maintenance of substantial reserves
with respect to both the customer property numerator and the net
equity claims denominator.

Nevertheless, even with taking into account reserves, it is now
possible for the Trustee, on an interim basis, to determine the
(a) allocation of property to the Customer Fund or the
"numerator"; (b) amount of allowable net equity claims or the
"denominator"; and (c) calculation of each customer's minimum pro
rata share of the Customer Fund.

The equation is as follows:

Fund of Customer Property ("Numerator") = Customer Pro Rata Share

Allowable Customer Net Equity Claims ("Denominator")

For the purposes of the interim distribution, the Trustee must
reflect the unresolved issues and establish sufficient reserves to
ensure that he could make a pro rata distribution to all
potentially eligible claimants, whether or not he believes that
their claims will be allowed at this time.

Because the value of allowable claims is under dispute, the
Trustee must use the highest possible "denominator" which is, in
this case, an adjusted amount reflecting the BLMIS fictitious
statement balances as of November 30, 2008, or approximately $57
billion.  (This number differs from the widely reported $65
billion because it eliminates claims that have been irrevocably
withdrawn from the liquidation proceeding).

In contrast, were the net equity dispute not pending, the
denominator for the amount of potentially allowable claims would
be significantly less, providing for a much greater distribution
to customers.  The denominator would be the amount of allowable
claims under the Trustee's Net Investment Method under SIPA, which
is currently calculated to be approximately $17.3 billion.

                       About Bernard L. Madoff

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

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

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

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

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

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


BERNARD L. MADOFF: District Court to Hear Certain Fraud Claims
--------------------------------------------------------------
Mark DeCambre and Josh Kosman, writing for The New York Post,
report that Manhattan federal judge Jed Rakoff last week held that
he would consider removing certain fraud claims alleged by Irving
Picard, the bankruptcy trustee for Bernard Madoff's estate, that
are tied to HSBC and Spanish bank Unicredit from bankruptcy court
to federal court.

Mr. Picard has recovered some $8 billion in ill-gotten gains for
Mr. Madoff's victims.  The NY Post says Mr. Picard may now find
clawing back nearly $20 billion more from the owners of the Mets,
HSBC and JPMorgan Chase, among others, a much tougher task.

"This is a significant challenge to Picard," said Bill Singer, a
veteran securities lawyer at Gusrae, Kaplan, who is not involved
in the Madoff hearings, according to the NY Post.

To be sure, some lawyers believe that Judge Rakoff's decision is
too narrow for defendants to start cheering just yet, according to
the NY Post.

"I wouldn't read too much into Rakoff's decision," said Douglas
Furth, Esq., partner at Golenbock Eiseman, according to the NY
Post.

So far, Mr. Picard's claims have been heard by bankruptcy judge
Burton Lifland.  But that would change if Rakoff determines that
certain claims don't belong in bankruptcy court, according to one
New York lawyer who did not want to be identified because he's
involved in the case, the NY Post reports.  For Mr. Picard,
bankruptcy court is like a "home game," the lawyer said.

                       About Bernard L. Madoff

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

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

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

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

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

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


BIOMARIN PHARMA: S&P Ups Rating on Subordinated Debt Rating to 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the recovery rating on
Novato, Calif.-based BioMarin Pharmaceutical Inc.'s convertible
subordinated notes to '4' from '5'. The '4' recovery rating
indicates expectations for average (30%-50%) recovery of principal
in the event of default.

"At the same time, we raised the issue-level rating on the
company's convertible subordinated notes to 'B' (the same as the
corporate credit rating) from 'B-'. The recovery rating revision
and higher issue-level rating follow the debt reduction that
resulted from the November 2010 conversion of $119.6 million of
subordinated convertible notes to common stock," S&P said.

"In addition, we affirmed our 'B' corporate credit rating on the
company. The outlook is stable," S&P noted.

"Our unsolicited ratings on BioMarin reflect its highly leveraged
financial risk profile exhibited by adjusted leverage of 5.8x at
Dec. 31, 2010," said Standard & Poor's credit analyst Michael G.
Berrien. It also takes into consideration the ongoing free
operating cash outflows. "We believe that BioMarin's business risk
profile is weak because of its small and niche product portfolio,
limited pipeline, and lack of profitability," S&P stated.


BK PECAN: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: BK Pecan Grove LLC
        4007 Monticello Drive
        Sugar Land, TX 77479

Bankruptcy Case No.: 11-33867

Chapter 11 Petition Date: May 2, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Jack Nicholas Fuerst, Esq.
                  8955 Katy Freeway, Ste 205
                  Houston, TX 77024
                  Tel: (713) 299-8221
                  Fax: (713) 789-2606
                  E-mail: jfuerst@sbcglobal.net

Scheduled Assets: $1,600,005

Scheduled Debts: $732,445

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-33867.pdf

The petition was signed by Mehboob H. Shariff, president.


BK8909 LLC: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: BK8909, LLC
        4007 Monticello Drive
        Sugar Land, TX 77479

Bankruptcy Case No.: 11-33869

Chapter 11 Petition Date: May 2, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Jack Nicholas Fuerst, Esq.
                  8955 Katy Freeway, Ste 205
                  Houston, TX 77024
                  Tel: (713) 299-8221
                  Fax: (713) 789-2606
                  E-mail: jfuerst@sbcglobal.net

Scheduled Assets: $1,557,000

Scheduled Debts: $1,257,952

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-33869.pdf

The petition was signed by Mehboob H. Shariff, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
BK Pecan Grove LLC                     11-33867   05/02/11


BLUEKNIGHT ENERGY: Swank Capital Discloses 16.1% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Swank Capital, LLC, and its affiliates
disclosed that they beneficially own 3,516,315 shares of common
units of Blueknight Energy Partners, L.P., representing 16.1% of
the shares outstanding.  At March 11, 2011, there were 21,890,224
common units, 12,570,504 subordinated units and 21,538,462 Series
A preferred units outstanding.

Swank Capital has also entered into that certain Second Amendment
to Non-Disclosure Agreement dated April 27, 2011, by and among
Blueknight, Blueknight GP and Swank Capital, by which Swank
Capital has amended the Non-Disclosure Agreement dated March 3,
2011 by and among Blueknight, Blueknight GP and Swank Capital, as
amended by the Amendment to the Non-Disclosure Agreement dated
March 17, 2011, which was previously disclosed in the Schedule
13D, to provide that (i) Swank Capital, Blueknight and Blueknight
GP have scheduled a third meeting between the parties to discuss
the refinancing and recapitalization of Blueknight; (ii) Swank
Capital will not be considered part of a group for purposes of
Blueknight's partnership agreement with the other limited partners
of Blueknight that attended the Refinancing Meeting and the Second
Refinancing Meeting; (iii) discussions in the nature of offers to
compromise the disputed claims made in filings with the Securities
Exchange Commission, correspondence to Blueknight GP and
Blueknight or statements made by Swank Capital to Blueknight GP
and Blueknight and all conduct of, or oral statements made by,
Blueknight, Blueknight GP or Swank Capital at the Third
Refinancing Meeting that concern prospective settlement of the
disputed claims are, subject to certain exceptions, inadmissible
and may not be used in any subsequent proceeding under applicable
rules of evidence; (iv) Swank Capital agrees to refrain from
trading in the securities of Blueknight or its affiliates without
the prior written consent of Blueknight during the period
beginning on April 27, 2011 and ending on May 12, 2011; and (v)
Blueknight agrees to publically disclose any Blueknight non-public
information disclosed to Swank Capital at the Third Refinancing
Meeting that Blueknight, in its good faith judgment, determines is
material non-public information under United States securities
laws with respect to Blueknight or its securities, and to notify
Swank Capital after making such disclosure.

A full-text copy of the regulatory filing is available at no
charge at http://is.gd/rM9PgV

                      About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.

The Company reported a net loss of $23.79 million on
$152.62 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.50 million on $156.77 million of
total revenue during the prior year.  The Company also reported a
net loss of $13.19 million on $39.09 million of total revenue for
the three months ended Dec. 31, 2010, compared with a net loss of
$5.64 million on $37.07 million of total revenue for the same
period during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $323.84
million in total assets, $361.58 in total liabilities and $37.74
million in total partners' deficit.


BORDERS GROUP: Wants to Sell De Minimis Assets in Ordinary Course
-----------------------------------------------------------------
Borders Group ask the Bankruptcy Court to authorize the
implementation of uniform procedures to effectuate sales or
transfers of their surplus, obsolete, non-core or burdensome
assets whose selling price is equal to or less than $1,000,000.

The Debtors also seek the implementation of uniform procedures to
pay necessary and reasonable fees and expenses incurred in the
sale or transfer of those De Minimis Assets, including commission
fees to agents, brokers, auctioneers and liquidators.

The De Minimis Assets the Debtors seek to dispose of are certain
fixed assets located in Borders' distribution centers and
corporate offices and certain assets remaining after the
conclusion of the store closing sales that are located, in and
used by, the Debtors' information technology and supply chain
departments but were not part of the SCSs.

Broad categories of these assets include, but are not limited to:
(i) fork lifts and dockstockers; (ii) automatic sorting
equipment; (iii) multi-level inventory mezzanines; (iv) office
furniture; (v) case erectors; (vi) power tools, ladders and other
maintenance supplies; and (vii) computers, printers, servers and
other technology-related equipment.

The assets have become unnecessary to the Debtors' estates and
reorganization efforts as a result of the substantial reduction
in the number of the Debtors' retail stores and the planned
closure of their distribution center located in Carlisle,
Pennsylvania.

The Debtors believe that the asset sale procedures will allow
them to dispose of the De Minimis Assets in a cost-effective and
efficient manner that will benefit their estates while providing
the relevant parties-in-interest with adequate notice and the
opportunity to be heard.

                 De Minimis Asset Sale Procedures

The Debtors propose these sale or transfer procedures in lieu of
a notice of motion and hearing pursuant to Section 363 of the
Bankruptcy Code:

(A) With regard to sales or transfers of De Minimis Assets in
    any individual transaction or series of related transactions
    to a single buyer or group of related buyers with a selling
    price less than or equal to $300,000:

      (i) the Debtors are authorized to consummate those
          transactions if they determine that those sales or
          transfers are in the best interest of their estates,
          without further order of the Court or notice to any
          party other than the DIP Agents in accordance with the
          DIP Credit Agreement; and

     (ii) any transaction will be free and clear of all Liens
          with those Liens attaching only to the sale proceeds
          with the same validity, extent and priority that
          existed immediately prior to the transaction.

(B) With regard to the sales or transfers of De Minimis Assets
    in any individual transaction or series of related
    transactions to a single buyer or group of related buyers
    with a selling price greater than $300,000 and less than or
    equal to $1,000,000:

      (i) the Debtors are authorized to consummate those
          transactions if they determine that those sales or
          transfers are in the best interest of their estates,
          without further order of the Court, subject to the
          proposed procedures;

     (ii) any transaction will be free and clear of all Liens
          with those Liens attaching only to the sale proceeds
          with the same validity, extent and priority that
          existed prior to the transaction;

    (iii) the Debtors will, at least five business days prior to
          the date of closing the sale or effectuating the
          transfer, provide written notice of the sale or
          transfer via e-mail or overnight mail to (i) the
          United States Trustee for Region 2; (ii) Lowenstein
          Sandler PC, counsel for the Official Committee of
          Unsecured Creditors; (iii) counsel for the DIP Agents;
          (iv) Kelley Drye & Warren LLP, attorneys for certain
          landlords,; (v) Bingham McCutchen LLP, attorneys for
          Bank of America, N.A.; (vi) any known affected
          creditor asserting a Lien on the relevant De Minimis
          Assets; and (vii) those parties seeking notice
          pursuant to Rule 2002 of the Federal Rules of
          Bankruptcy Procedure;

     (iv) the content of the Sale Notice will consist of: (i)
          identification of the De Minimis Assets being sold or
          transferred; (ii) identification of the purchaser of
          the assets; (iii) the net book value of the assets, if
          known (iv) the purchase price; and (v) the significant
          terms of the sale or transfer;

      (v) if no written objections are served on the fifth
          business day after service of the Sale Notice, the
          Debtors are authorized to immediately consummate the
          transaction; and

     (vi) if a written objection is timely received from a
          Notice Party that cannot be resolved, the relevant De
          Minimis Assets will only be sold upon withdrawal of
          the written objection or further order of the Court.

(C) Any sale or transfer of De Minimis Assets will be subject to
    the Debtors' compliance with the DIP Credit Agreement,
    including, without limitation, all notice and consent
    requirements.  The Debtors will also provide a written
    report to the Court and the Notice Parties beginning with
    the quarter ending on June 30, 2011, and following calendar
    quarters, no later than 15 days after the end of each
    quarter, summarizing any sale or transfer made during the
    preceding quarter, including the names of the purchasing
    parties and the types and amounts of the sales or transfers.

The Court will consider the Debtors' request on May 11, 2011.
Objections are due May 4.

                        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: Has Lease Decision Extension from Certain Landlords
------------------------------------------------------------------
Borders Group Inc. filed with Bankruptcy Court from April 22 to
28, 2011, several stipulations with certain landlords extending
time to assume or reject unexpired leases.

Pursuant to the Stipulations, the landlords consented to extend
the time for the Debtors to assume or reject about 118 Unexpired
leases in accordance with Section 365(d)(4) of the Bankruptcy
Code, through and including, the earlier of (i) the confirmation
of a plan of reorganization in the Debtors' cases, or (ii)
January 12, 2012.

The stores which underlying leases are subject to the
stipulations are:

A. First batch of Stores subject to April 22 stipulations:

Store
No.     Center Name                 City         State
-----   -----------                 ----         -----
  0371   Southport Plaza             Greenwood    Indiana
                                     (Marion
                                     County)

  0405   North State Street Block 36 Chicago      Illinois

  0417   Willows Shopping Center     Puyallup     Washington

  0421   Water's Place Shopping      Pittsfield   Michigan
         Center                      Township

  0436   Gresham Station             Gresham      Oregon

  0446   Shoppes @ Brinton Lake      Concord      Pennsylvania
                                     Township

  0448   The Loop                    Methuen      Massachusetts

  0453   Cannery Mall                Corvallis    Oregon

  0461   The Village @ Cambridge     Mount Laurel  New Jersey
         Crossing

  0464   Summitwoods Crossing        Lee Summit    Missouri

  0476   Forum at Olympia Parkway    San Antonio   Texas

  0479   Interstate Shopping Center  Ramsey        New Jersey

  0486   New Market Square           Wichita       Kansas

  0495   LaGrange Crossing           LaGrange      Illinois

  0496   Stonecrest Mall             Lithonia      Georgia

  0539   Governors Square            Clarksville   Tennessee

  0555   Coeur D'Alene               Ceur D'Alene  Idaho

  0557   Brighton Towne Square       Brighton      Michigan

  0560   Market Place                West Billings Montana

  0572   Cedarwood                   Ames          Iowa

  0583   Southside Plaza             Clifton Park  New York

  0645   Victoria Gardens            Rancho        California
                                     Cucamonga

  0649   Beaver Valley Mall          Monaca        Pennyslvania

  0654   Galleria at Pittsburgh      Tarentum      Pennsylvania
         Mills

  0657   Crestview Hills Town Center Crestview     Kentucky
                                     Hills

B. Second batch of Stores subject to April 22 stipulations:

Store
No.     Center Name                 City         State
-----   -----------                 ----         -----
  0014   The Corners Center          Beverly      Michigan
                                     Hills

  0020   Oak Brook Court             Oak Brook    Illinois

  0022   Jay Scutti Plaza            Henrietta/   New York

  0028   La Place Fashion Centre     Beachwood    Ohio

  0030   Rosemont SC                 Byrn Mawr    Pennsylvania

  0039   Garden City Center          Cranston     Rhode Island

  0046   Springfield Square          Springfield  Pennsylvania

  0047   South Dixie Highway         Pinecrest    Florida

  0066   Century Square              Seattle      Washington

  0072   Mission Viejo Freeway Ctr.  Mission      California
                                     Viejo

  0079   Neconset Highway            Stony Brook  New York

  0096   Ward Center                 Honolulu     Hawaii

  0114   KirbyWoods SC               Germantown   Tennessee

  0133   Maine Mall                  South        Maine
                                     Portland

  0220   Airport Square              N. Wales     Pennsylvania

  0232   Grand Central Mall          Vienna       Virginia

  0270   Jericho Turnpike            Syosset      New York

  0287   Oakway Center               Eugene       Oregon

  0289   Parkridge Center            Manassas     Virginia

  0299   Canoga Park                 Canoga Park  California

  0334   Edwardsville Crossing       Edwardsville Illinois

  0616   Shelbyville Road Plaza      St. Matthews Kentucky

  0631   Algonquin Commons           Algonquin    Illinois

  0169   Ravinia Plaza               Orland Park  Illinois

  0806   North Hanover Mall          Hanover      Pennsylvania

  0925   River Valley Mall           Lancaster    Ohio

C. Third batch of Stores subject to April 22 stipulations:

Store
No.     Center Name                 City         State
-----   -----------                 ----         -----
   001   Ann Arbor Downtown          Ann Arbor    Michigan

  0016   Castleton Square            Indianapolis Indiana

  0089   Columbia Crossing           Columbia     Maryland

  0108   Norman Center Court         Norman       Oklahoma

  0120   School Street               Boston       Massachusetts
         (Downtown Crossing)

  0123   Birch Street                Omaha        Nebraska

  0130   Rocky Ridge TC              Roseville    California

  0140   The Fountains on the Lake   Stafford     Texas

  0150   Congress Avenue             Boynton      Florida
                                     Beach

  0166   Dodge Street                Omaha        Nebraska

  0188   Thruway Shopping Center     Salem        North Carolina

  0194   Winchester Center           Rochester    Michigan
                                     Hills

  0210   East Town Plaza Shopping    Madison      Wisconsin
         Center

  0211   Davis Commons               Davis        California

  0226   Howe Avenue                 Cuyahoga     Ohio
                                     Falls

  0237   The Shops at Valley Square  Warrington   Pennyslvania

  0384   Milestone Commercial Center Germanstown  Maryland

  0573   Flemington Mall             Flemington   New Jersey

  0581   Carson Valley Plaza         Carson City  Nevada

  0662   Warrenton Center            Warrenton    Virginia

  0804   Shadow Lake Towne Center    Papillion    Nebraska

  0834   Legacy Place                Dedham       Massachusetts

  0044   Airport Plaza SC            Farmingdale  New York

  0055   West Farms SC               Farmington   Connecticut

  0085   Pentagon City               Pentagon     Virginia
                                     City

  0236   Canton Township             Canton       Michigan

  0262   Smoketown Stations          Woodbridge   Virginia

  0295   Tampa Avenue                Augusta      Georgia

  0296   Redfield Promenade SC       Reno         Nevada

  0534   Canyon Point @              Las Vegas    Nevada
         Summerlin Centre

  0590   Shops at the Pond           Marlborough  Massachusetts

   071   Fairlane Town Center        Dearborn     Michigan

  0138   Oak Point Plaza             Eau Claire   Wisconsin

  0170   Arrowhead Shopping Center   Glendale     Arizona

  0176   Highland Grove Shopping     Highland     Indiana
         Center

  0182   Town Center Shopping Center Champaign    Illinois

  0197   Randall Road                Geneva       Illinois

  0252   Tamarack Bay                Woodbury     Minnesota

  0271   Deane Drive                 Rockford     Illinois

  0292   Northridge Shopping Center  Davenport    Iowa

  0359   Ventura Boulevard           Sherman Oaks California

  0402   Yorba Linda, CA             Yorba Linda  California

D. Stores subject to April 28 stipulations:

Store
No.     Center Name                 City         State
-----   -----------                 ----         -----
    47   South Dixie Highway         Pinecrest    Florida

    49   Waikele Center              Waipahu      Hawaii

    76   Meyerland Plaza Shopping    Houston      Texas
         Ctr

    98   Varsity Theatre             Palo Alto    California

   162   Quaker Crossing             Orchard Park New York

   356   Plaza Las Americas          Hato Rey     Puerto Rico

   390   Lake Street                 Oak Park     Illinois

   414   Chapel Hill Shopping Center Fort Worth   Texas

   453   Cannery Mall                Corvalis     Oregon

   616   Shelbyville Road Plaza      St. Matthews Kentucky

   623   Del Monte Shopping Center   Monterey     California

   984   New Towne Mall              New          Ohio
                                     Philadelphia

   327   Merrymeeting Plaza          Brunswick    Maine

   802   Mansfield Crossing          Mansfield    Maine

   454   Colonial Promenade          Athens       Georgia
         Beechwood

   217   Brentwood Square            Brentwood    Missouri

   257   North Illinois              Fairview     Illinois
                                     Heights

   369   Haines Avenue               Rapid City   South Dakota

   699   Memorial Mall               Sheboygan    Wisconsin

   737   Lebanon Valley Mall Company Lebanon      Pennsylvania

   798   Settler's Crossing          North Conway New Hampshire

   918   Jefferson Square            Klamath      Oregon
                                     Falls

   928   Southgate Center            Southgate    Michigan

   934   University Mall             So.          Vermont
                                     Burlington

The Debtors also obtained consent from Simon Property Group to
extend the time by which they must assume or reject 24 leases at
various Simon Property Group Centers, a schedule of which is
available for free at:

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

Full-text copies of the stipulations are available for free at:

  http://bankrupt.com/misc/Borders_Apr22StipulationsA.pdf
  http://bankrupt.com/misc/Borders_Apr22StipulationsB.pdf
  http://bankrupt.com/misc/Borders_Apr22StipulationsC.pdf
  http://bankrupt.com/misc/Borders_Apr28Stipulations.pdf

                        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: Agree Realty Sells Leased Properties for $6.5-Mil.
-----------------------------------------------------------------
Agree Realty Corporation disclosed that it disposed of two
single-tenant properties leased to Borders, Inc. for net proceeds
of $6,500,000 in January 2011, according to an April 28, 2011
statement announcing Agree's financial results for the quarter
ended March 31, 2011.

Five Borders stores in premises owned by Agree Realty closed in
April 2011 and previously generated $2.6 million of Agree's
annualized base rental revenues.

                        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)


BRIGHTSTAR CORP: S&P Affirms 'BB' CCR; Outlook Revised to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Miami-based Brightstar Corp.

"We also revised our outlook on the company to negative from
stable," S&P noted.

"At the same time, we affirmed our 'BB-' issue-level rating (the
same as the corporate credit rating) on the company's senior
unsecured notes, which will total $350 million upon completion of
this financing . The '4' recovery rating remains unchanged and
indicates our expectation of average (30%-50%) recovery
for lenders in the event of a payment default," S&P said.

"We see Brightstar's business risk as fair," said Standard &
Poor's credit analyst Joseph Spence, "reflecting a narrow focus on
wireless devices and an operating environment where large and
experienced general electronics distributor incumbents, like
Ingram Micro and Tech Data, make diversification into distribution
of other electronic devices unlikely." These factors are offset,
in part, by some competitive differentiation provided by its
expertise in the distribution of serialized products, good overall
revenue scale, and exposure to strong secular wireless device
growth trends.


CAPITAL INVESTORS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Capital Investors Properties Group, Inc
        805 Madison Street, Suite A
        Huntsville, AL 35801

Bankruptcy Case No.: 11-81598

Chapter 11 Petition Date: May 2, 2011

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Decatur)

Debtor's Counsel: Robert E. Long, Jr., Esq.
                  LONG & LONG, ATTORNEYS AT LAW
                  P.O. Box 135
                  129 Main Street W
                  Hartselle, AL 35640
                  Tel: (256) 773-5355
                  E-mail: rlongatty@yahoo.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Floyd H. Wilson, president.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
JT Vaughan Testamentary Trust      --                     $100,000
c/o Rankin Sneed
503 Voekel Road
Hunstville, AL 35811


CARIBBEAN PETROLEUM: Puma Agrees to Clean Up Petroleum Blast Site
-----------------------------------------------------------------
Allison Grande at Bankruptcy Law360 reports that Puma Energy
Caribe LLC on Monday agreed to address environmental concerns at a
Puerto Rican petroleum refining facility rocked by a 2009
explosion, which Puma recently purchased from Caribbean Petroleum
Corp.

Under two proposed agreements, which the U.S. Environmental
Protection Agency is opening for public comment until May 9, Puma
would take certain steps to clean up the petroleum storage
facility, now known as CAPECO, that was the site of a catastrophic
explosion in October 2009, and ensure compliance with regulations
at 147 gas stations, according to Law360.

                     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.


CARIBE MEDIA: Wants to Use Lenders' Cash Collateral
---------------------------------------------------
Caribe Media Inc. and CII Acquisition Holding Inc. seek permission
from the Bankruptcy Court to use cash collateral securing
obligations to their prepetition lenders.  The Debtors need funds
to make payments to support their non-debtor subsidiaries.

Caribe Media and CII are borrowers under a $165 million March 2006
credit agreement with Lehman Brothers Inc., and Banc of America
Securities LLC, as joint lead arrangers and joint bookrunners,
Bank of America NA as syndication agent, Wachovia Bank NA as
documentation agent, Cantor Fitzgerald Securities as
administrative agent, and various lenders.  As of the petition
date, the Debtors owed $127 million under the loan.  The loan is
secured by the Debtors' assets.

Caribe Media also issued $45 million in 10% senior subordinated
notes to and WCAS Capital Partners IV LP, which notes mature on
March 31, 2014.  As of the petition date, the Debtors owe
$57 million under the notes.  Obligations under the notes are
subordinate and junior in right of payment to the obligations
under the Cantor loan.

As of May 1, 2011, the Debtors held more than $1.3 million in
unrestricted cash.  The Debtors' projected 26-week cash flow
ending the week of Oct. 23, 2011, projects that they will have
positive cash flow during the 26-week reporting period.

The Debtors said in court papers that even in light of their
anticipated professional fees related to the Chapter 11 cases,
their projections show a net positive cash flow of $5.4 million.
According to the Debtors, not only does this positive operational
cash flow demonstrate a sufficient cushion to protect the lenders'
interests in the cash collateral, but it demonstrates the need for
the Debtors to use cash collateral to meet their projections.

The Debtors are separately seeking permission to pay general
unsecured claims not to exceed $500,000 in the aggregate without
further Court order.  These claims represent obligations the
Debtors incurred to unsecured creditors who provide services that
support their continued operations.

The Debtors said that without ready access to cash collateral, the
parties would not be paid, and the Debtors' business would be
negatively impacted.

The Debtors are also seeking permission to pay $100,000 in
prepetition taxes and fees through the petition date.

The Debtors said the lenders have consented to their use of cash
collateral.

The Debtors will provide the lenders adequate protection, subject
to a carve-out for professional and U.S. Trustee fees, for their
use of cash collateral.  They will also pay necessary expenses of
the lenders' professionals.

Chris Batson, the chief financial offer to Caribe Media and CII
Acquisition, said in court papers that declining revenues and
increasing competition caused the Company to breach loan covenants
in November 2010.  He said an ad hoc committee of senior secured
prepetition lenders wants the Debtors to pursue $44.2 million in
dividend payments to certain Local Insight entities that the ad
hoc committee believes were fraudulent conveyances.  The ad hoc
committee threatened to accelerate the loans if the Debtors won't
file for bankruptcy by May 3 to preserve their purported
fraudulent conveyance causes of action.

Since November 2010, the Debtors have engaged in discussions and
negotiations with counsel and advisors for Cantor and WCAS
regarding the terms of a comprehensive restructuring.  Although
the parties were unable to reach consensus and commence the
bankruptcy pursuant to a lockup and support deal, the Debtors
believe they are close to achieving a consensual reorganization.

The prepetition agent's professionals in the Debtors' case are
Kaye Scholer LLP, Potter Anderson & Corroon, LLP, and Loughlin
Meghji + Company.

                        About Caribe Media

Caribe Media Inc. owns publication rights for certain print and
Internet directories in the Dominican Republic and Puerto Rico.
Caribe Media owns 60% of Axesa Servicios de Informacion, S. en C.,
a Yellow Pages publisher in Puerto Rico and the official publisher
of all telephone directories for Puerto Rico Telephone Company,
Inc., the largest local exchange carrier in Puerto Rico, and $100%
of Caribe Servicios de Informacion Dominicana, S.A., the sole
directory publisher in the Dominican Republic with the exclusive
right to publish under the brand of Codetel, the largest telecom
operator in the Dominican Republic.  Caribe Media is wholly owned
by CII Acquisition Holding Inc.  They are affiliates of Local
Insight Media Holdings, Inc.

Caribe Media and CII filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 11-11387 and 11-11388) on May 3, 2011.
Caribe Media is being represented by lawyers at Kirkland & Ellis
LLP and Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel.
Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP will serve as
conflicts counsel.

Local Insight Media is also a debtor in its own Chapter 11 pending
in Delaware.  Local Insight Media filed in 2010.  It is also being
represented by lawyers at Kirkland and Pachulski.

The agent to Caribe Media's prepetition lenders has hired these
professionals in the Debtors' case: Kaye Scholer LLP, Potter
Anderson & Corroon, LLP, and Loughlin Meghji + Company.

                           *     *     *

According to Bloomberg News, Standard & Poor's said in a March 1
report that Caribe Media was facing declining demand for its
directories because of competition from online media for small and
midsize business advertisers and that the company's "weak"
operating performance could make its debt structure unsustainable.


CARIBE MEDIA: Taps Kurtzman Carson Consultants as Claims Agent
--------------------------------------------------------------
Caribe Media Inc. and CII Acquisition Holding Inc. seek permission
from the Bankruptcy Court to employ Kurtzman Carson Consultants
LLC as claims and notice agent.

Albert H. Kass, vice president of Corporate Restructuring Services
at KCC, attests that his firm does not hold or represent an
interest materially adverse to the Debtors' estates in connection
with any matter on which it would be employed and that it is a
"disinterested person" as referenced by sec. 324(a) of the
Bankruptcy Code and as defined Sec. 101(14) of the Bankruptcy
Code.

To contact KCC:

          Drake D. Foster
          KURTZMAN CARSON CONSULTANTS LLC
          2335 Alaska Ave.
          El Segundo, CA 90245
          Tel: 310-823-9000
          Fax: 310-823-9133
          E-mail: dfoster@kccllc.com

                        About Caribe Media

Caribe Media Inc. owns publication rights for certain print and
Internet directories in the Dominican Republic and Puerto Rico.
Caribe Media owns 60% of Axesa Servicios de Informacion, S. en C.,
a Yellow Pages publisher in Puerto Rico and the official publisher
of all telephone directories for Puerto Rico Telephone Company,
Inc., the largest local exchange carrier in Puerto Rico, and $100%
of Caribe Servicios de Informacion Dominicana, S.A., the sole
directory publisher in the Dominican Republic with the exclusive
right to publish under the brand of Codetel, the largest telecom
operator in the Dominican Republic.  Caribe Media is wholly owned
by CII Acquisition Holding Inc.  They are affiliates of Local
Insight Media Holdings, Inc.

Caribe Media and CII filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 11-11387 and 11-11388) on May 3, 2011.
Caribe Media is being represented by lawyers at Kirkland & Ellis
LLP and Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel.
Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP will serve as
conflicts counsel.

Local Insight Media is also a debtor in its own Chapter 11 pending
in Delaware.  Local Insight Media filed in 2010.  It is also being
represented by lawyers at Kirkland and Pachulski.


CARIBE MEDIA: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Caribe Media, Inc.
          aka Regatta Investor Holdings, Inc.
              Regatta Holding II, L.P.
              The Berry Company LLC
              Regatta Split-off III LLC
              CII Acquisition Corp.
              LIM Finance II, Inc.
              Caribe Information Investments Incorporated
              Local Insight Media Holdings III, Inc.
              Local Insight Media Holdings, Inc.
              LIM Finance, Inc
              Local Insight Listing Management, Inc.
              Regatta Investor LLC
              Regatta Investor Holdings II, Inc.
              Local Insight Regatta Holdings, Inc.
              Regatta Holding I, L.P..
              Regatta Holding III, L.P.
              Regatta Split-off II LLC
              Regatta Split-off I LLC
              LIM Finance Holdings, Inc.
              Local Insight Media Holdings II, Inc.
        188 Inverness Drive West, Suite 800
        Englewood, CO 80112

Bankruptcy Case No.: 11-11387

Affiliate that simultaneously sought Chapter 11 protection:

  Debtor                           Case No.
  ------                           --------
CII Acquisition Holding Inc.       11-11388

Chapter 11 Petition Date: May 3, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)
About the Debtor: Caribe Media Inc. owns publication rights for
                  certain print and Internet directories in the
                  Dominican Republic and Puerto Rico.  Caribe
                  Media is an affiliate of Local Insight Media
                  Holdings, Inc.  Local Insight and a number
                  affiliates sought Chapter 11 protection (Bankr.
                  D. Del. Lead Case No. 10-13677) on Nov. 17,
                  2011.

Debtors' Counsel: Curtis A. Hehn, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: chehn@pszjlaw.com

                         - and -

                  Laura Davis Jones, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: ljones@pszjlaw.com

                         - and -

                  Michael Seidl, Esq.
                  PACHULSKI STANG ZIEHL YOUNG & JONES
                  919 N. Market Street, Suite 1600
                  P.O. Box 8705
                  Wilmington, DE 19899-8405
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: mseidl@pszyj.com

Debtors'
Co-Counsel:       KIRKLAND & ELLIS LLP

Debtors'
Bankruptcy
Conflicts
Counsel:          CURTIS, MALLET-PREVOST, COTE & MOSE LLP

Debtors'
Financial
Advisor:          LAZARD FRERES & CO. LLC

Debtors' Interim
Management &
Restructuring
Advisor:          ALVAREZ & MARSAL NORTH AMERICA, LLC &
                  ALVAREZ & MARSAL PRIVATE EQUITY PERFORMANCE
                  IMPROVEMENT GROUP, LLC

Debtors'
Independent
Auditors &
Accounting
Services
Provider:         DELOITTE & TOUCHE LLP

Debtors' Tax
Advisor:          PRICEWATERHOUSECOOPERS LLP

Debtors'
Claims &
Notice Agent:     KURTZMAN CARSON CONSULTANTS, LLC

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

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

The petitions were signed by Chris Batson, chief financial
officer.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
WCAS Caoital Partners IV, L.P.     Senior              $45,000,000
320 Park Avenue, Suite 2500        Subordinated Notes
New York, NY 10022


CB HOLDING: Seeks Restitution From Former Executives
----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
CB Holding is pursuing information to enhance the chance it can
recover some of the criminal restitution payment to be made by two
former corporate executives.  The Debtor wants the bankruptcy
court to force two former executives -- former Chief Executive
Officer Russell D'Anton and former Vice President Michael Mulligan
-- to turn over information useful in having the district court
award the company recoveries from restitution payments.

According to the report, the Debtor noted that the two executives
were charged by federal prosecutors in a criminal action last year
with receiving kickbacks from suppliers.  In 2009, Mr. D'Anton
agreed to pay the company $275,000 in return for dropping a
lawsuit.  The government recently told the federal district judge
in the criminal action that the two should made criminal
restitution of about $1 million.

Mr. Rochelle relates the Company and the two individuals are
disputing whether the 2009 settlement barred the ability to
collect restitution.

                        About CB Holding

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

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

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

                           *     *     *

According to the Troubled Company Reporter on Feb. 11, 2011, CB
Holding received an order from Bankruptcy Judge Mary Walrath
extending its exclusive periods to file and secure support for a
Chapter 11 plan.  The exclusive time for the Debtor to file a plan
of reorganization has been extended to June 15.  The Debtor has
until Aug. 12 to solicit support for the plan.  The order is
without prejudice for a request by the Debtor for another
extension.


CDC PROPERTIES: U.S. Trustee Unable to Form Committee
-----------------------------------------------------
Robert D. Miller Jr., the United States Trustee for Region 18,
said despite efforts to contact eligible unsecured creditors for
CDC Properties I, LLC, as of this date, the U.S. Trustee has not
received a sufficient number of creditors willing to serve on a
committee of unsecured creditors.

Accordingly, the U.S. Trustee is unable to appoint a committee
pursuant to 11 U.S.C. Sec. 1102(a).

The U.S. Trustee is represented by:

         Thomas A. Buford, Esq.
         700 Stewart St., Suite 5103
         Seattle, WA 98101
         Tel: (206) 553-2000 Ext. 229
         E-mail: Thomas.A.Buford@usdoj.gov

Tacoma, Washington-based CDC Properties I, LLC, owns 10 commercial
buildings in Washington.  Most of the space in its buildings is
leased to the State of Washington and occupied by various of its
agencies.  CDC Properties filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Wash. Case No. 11-41010) on Feb. 10, 2011.
Timothy W. Dore, Esq., at Ryan Swanson & Cleveland PLLC, serves as
the Debtor's general counsel.  The Debtor disclosed $47,304,590 in
total assets, and $75,714,502 in total liabilities as of the
Chapter 11 filing.


CHENIERE ENERGY: S&P Raises Recovery Rating on Sabine Pass Unit
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Sabine Pass LNG L.P.'s senior secured notes to '2' from '4',
indicating S&P's expectation for a substantial (70%-90%) recovery
of principal in the event of a payment default.  The outlook on
the ratings is negative.

Houston-based liquefied natural gas (LNG) project Sabine Pass LNG
L.P. is an indirect subsidiary of Cheniere Energy Inc. (CCC+/
Negative/--), which has a 90.6% ownership interest. The project
consists of a 4 billion cubic feet (bcf)/day regasification
terminal.

Sabine's bondholders continue to receive support from long-term
contracted terminal use agreement payments from Total Gas & Power
North America Inc., a subsidiary guaranteed by Total S.A. (AA-
/Stable/A-1+), and Chevron USA Inc., a subsidiary guaranteed by
Chevron Corp. (AA/Stable/A-1+).

"We believe that Sabine's ring-fencing protections reduce the risk
that it will be drawn into a Cheniere bankruptcy and supports a
subsidiary rating above Cheniere's," said Standard & Poor's credit
analyst Mark Habib. "However, we also note that Cheniere's
creditors have a strong economic incentive to try to break the
ring-fencing if Cheniere declares bankruptcy. Therefore, we cap
the separation at three notches to reflect uncertainty of the
project's bankruptcy remoteness in the event that the parent
files."

S&P continued, "In our revised hypothetical default scenario,
although we give credit to Sabine's ring-fencing protections and
separate its rating from Cheniere's, we believe that other default
scenarios are less likely than Sabine's being drawn into a parent
bankruptcy. For example, our previous standalone default scenario
required a stress level commensurate with a significantly higher
rating, most likely involving a termination of the TUAs with Total
and Chevron. In our previous stress scenario, enterprise value
fell significantly without the TUA agreements, and lender recovery
declined sharply."


CHILI PEPPER: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Chili Pepper Properties, LLC
        633 Everhart
        Corpus Christi, TX 78411

Bankruptcy Case No.: 11-20267

Chapter 11 Petition Date: May 2, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Shelby A. Jordan, Esq.
                  JORDAN HYDEN WOMBLE AND CULBRETH, PC
                  500 N Shoreline, Ste 900 N
                  Corpus Christi, TX 78401
                  Tel: (361) 884-5678
                  Fax: (361) 888-5555
                  E-mail: ecf@jhwclaw.com

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

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

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-20267.pdf

The petition was signed by Timothy A. Lawson, managing member.


CIMAREX ENERGY: S&P Raises CCR to 'BB+' on Strong Fin'l. Metrics
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured ratings on Denver-based E&P company Cimarex
Energy Co. to 'BB+' from 'BB'.

The outlook is stable.

Approximately $350 million of debt was outstanding as of Dec. 31,
2010.  "The rating action reflects Cimarex Energy's growing
production of crude oil and natural gas liquids, which is
currently about 45% of production," said Standard & Poor's credit
analyst Paul Harvey. In addition, Cimarex's profitability of more
than $3 per thousand cubic feet equivalent (Mcfe) in 2010,
measured by EBIT per Mcfe, leads its peer group, and should
support financial performance while natural gas prices remain
weak. Finally, the upgrade reflects Cimarex's strong financial
performance, such as adjusted debt leverage of 1x or less, and
expectations that financial measures will remain solid for the
rating. Nevertheless, further positive rating actions are
limited by Cimarex's scale of operations, which is materially
lower compared with those of investment-grade peers such as
Newfield Exploration (BBB-/Stable/--) and Southwestern Energy
(BBB-/Stable/--)," S&P stated.

The stable outlook reflects expectations that Cimarex will
maintain conservative financial measures such as debt leverage
below 1.5x, while continuing to expand its liquids production as a
buffer to weak natural gas price fundamentals. Further positive
rating actions are currently unlikely given Cimarex's lack the
scale relative to investment grade peers. Ratings could be lowered
if Cimarex were to pursue a more aggressive financial policy such
that debt leverage exceeds 2.5x with no near-term remedy.


CLEAN BURN: Bankr. Administrator Forms 4-Member Creditors' Panel
----------------------------------------------------------------
Michael D. West, the U.S. Bankruptcy Administrator for the
Northern District of North Carolina, has formed a committee of
unsecured creditors in the Chapter 11 case of Clean Burn Fuels,
LLC.

Mr. West sent letters seeking participation on the committee to
the twenty largest unsecured creditors in this case.

The members of the Creditors Committee are:

1. Katzen International, Inc
   2300 Wall Street, Suite K
   Cincinnati Ohio 45212

   ATTN: Philip W. Madson
   2300 Wall Street, Suite K
   Cincinnati Ohio 45212

2. Novozymes
   77 Perry Chapel Church Road
   Franklinton, NC 27525

   ATTN: Charles Shapiro
   77 Perry Chapel Church Road
   Franklinton, NC 27525

3. Atlantic Services Group, Inc.
   410 South Hill Street
   Buford, GA 30518

   ATTN: James P. Laurie, III
   8311 Six Forks Road, Suite 111
   Raleigh, NC 27615

4. FCI
   2274 St. Paul's Road
   Raeford, NC 28376

   ATTN: A. K. "Doooie" Leach
   2274 St. Paul's Road
   Raeford, NC 28376

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 Clean Burn

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

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

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


CMHA-TCB I: Has Interim Use of Cash Collateral Until May 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
entered, on April 26, 2011, its order, authorizing CMHA-TCB Laurel
Homes I Limited Partnership and CMHA-TCB Laurel Homes V Limited
Partnership's interim use of cash collateral of Lender Bank N.A.,
as trustee, and Cincinnati Metropolitan Housing Authority, until
May 31, 2011, in the aggregate amount set forth in an operating
budget for each debtor, plus payment of management fees at the
combined percentage for both debtors in the amount of 9%.

Debtor Laurel I LP will make monthly adequate protection payments
to Lender through May 31, 2011, of $14,876, with the first monthly
payment for April 2011 to be paid within three (3) business days
of the entry of this Order and the payment for May 2011 to be paid
on or before May 20, 2011.  Debtor Laurel V LP will make a monthly
adequate protection payment to Lender for April 2011 in the amount
of $13,335 within three (3) business days of entry of this Order
and a monthly adequate protection payment for May 2011 of $13,779
on or before May 20, 2011.

In addition to the Lender's and CMHA's existing, prepetition liens
and security interests, the Lender and CMHA are granted
replacement liens in all tangible and intangible real and personal
property acquired, generated or received by the Debtors after the
Petition Date, excluding all causes of action under Chapter 5 of
the Bankruptcy Code, the proceeds of which the Lender and CMHA
will not have a lien upon or priority claim to.

As reported in the TCR on April 19, 2011, CMHA-TCB Laurel Homes I
Limited Partnership and CMHA-TCB Laurel Homes V Limited
Partnership seek authority from the U.S. Bankruptcy Court for the
Southern District of Ohio to access cash collateral until
December 2011.

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

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

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

The Debtors will use the collateral pursuant to these budgets:

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

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

                      About CMHA/TCB Laurel

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

CMHA/TCB Laurel Homes V filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Ohio Case No. 11-11966) on March 31, 2011.

Affiliate CMHA/TCB Laurel Homes I filed a separate Chapter
11 petition on March 31, 2011 (Bankr. S.D. Ohio Case No.
11-11953).  Charles M. Meyer, Esq., at Santen & Hughes, in
Cincinnati, Ohio, serves as counsel.

In its schedules, CMHA/TCB Laurel Homes V Limited Partnership
disclosed $3,314,851 in assets and $8,544,635 in liabilities as of
the petition date.

In its schedules, CMHA/TCB Laurel Homes I Limited Partnership
disclosed $4,822,198 in assets and $9,837,338 in liabilities as of
the petition date.

Charles M. Meyer, Esq., at Santen & Hughes, serves as the Debtors'
bankruptcy counsel.


COKAS DIKO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cokas Diko LLC
        P.O. Box 470
        Santa Rosa, CA 95402

Bankruptcy Case No.: 11-11623

Chapter 11 Petition Date: April 30, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  LAW OFFICES OF MICHAEL C. FALLON
                  100 E. Street, #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

Scheduled Assets: $214,143

Scheduled Debts: $2,077,195

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/canb11-11623.pdf

The petition was signed by Patrick E. Mutt, managing member.


COLONIAL BANCGROUP: Needs Cramdown Process to Win Confirmation
--------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
if Colonial BancGroup Inc. decides to go ahead with an attempt at
winning approval of the Chapter 11 plan at the currently scheduled
May 11 confirmation hearing, the process will be tedious, if not
impossible, given how three of the five affected creditor classes
voted against the plan.  Unsecured and subordinated creditors were
almost unanimous in opposition to the plan.  The only classes to
accept were the convenience class and the class for indenture
claims.  Despite the rejecting classes, confirmation of the plan
is theoretically possible using the so-called cramdown process,
says Mr. Rochelle.

                    About The Colonial BancGroup

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

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

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

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


COMPOSITE TECHNOLOGY: U.S. Trustee Taps 5-Member Creditors Panel
----------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the official committee of unsecured creditors in the
Chapter 11 cases of Composite Technology Corporation.

The Creditors Committee members are:

1. Jones Day
   ATTN: Richard Wynne
   555 South Flower St., 50th Floor.
   Los Angeles, CA 09971
   Tel: (213) 243-2548
   Fax: (213) 243-2539

2. Burndy, LLC
   ATTN: Kevin P. Ryan
   47 E. Industrial Park Dr.
   Manchester, NH 03109
   Tel: (603) 647-5165
   Fax: (800) 346-9826

3. CNH, LLC
   ATTN: Alfonso Codero
   PO BOX 14062
   IRVINE, CA 92623
   Tel: (949) 553-0006
   Fax: (949) 553-0021

4. Lamifil N.V. Frederic Sheidlaan
   ATTN: Didier Leclercq
   B-2620 Herniksem, Belguim
   Tel: (32) 474-949438
   Fax: (32) 038878059

5. Toray Carbon Fibers America, Inc.
   ATTN: Greg Clemons
   PO BOX 248
   Decatur, AL 35602
   Tel: (256) 260-1004
   Fax: (256) 260-2627

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 Composite Tech

Composite Technology Corporation --
http://www.compositetechcorp.com-- develops, produces, and
markets energy efficient and renewable energy products for the
electrical utility industry.  During the fiscal year ended Sept.
30, 2010, the Company operated with one operating segment, the
cable segment operated as CTC Cable Corporation.  The CTC Cable
segment sells ACCC conductor, a composite core, high capacity,
energy efficient overhead conductor for transmission and
distribution lines, and manufactures and sells ACCC core, the
composite core component of the conductor, along with hardware
connector accessories specifically designed for ACCC applications.
It sells ACCC products directly to customers and through various
distribution agreements both internationally and in North America.
As of Sept. 30, 2010, CTC Cable had over 9,500 kilometers of ACCC
conductor installed.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, Judge Mark S. Wallace
presiding.  In its petition, Composite Technology estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  Paul J. Couchot, Esq., at Winthrop Couchot PC, serves
as the Debtors' counsel.

CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and
Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed
for Chapter 11 protection.

The cases are jointly administered, with Composite Technology as
the lead case.


CONTINENTAL ALLOYS: S&P Affirms 'B-' CCR; Outlook Revised to Pos.
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Continental Alloys & Services Inc. to positive from stable. At the
same time, Standard & Poor's affirmed the company's ratings,
including its 'B-' corporate credit and senior secured ratings.

"The outlook revision reflects our expectation that the company's
operating performance and financial profile are likely to continue
to improve during 2011, after a very difficult 2009 and early 2010
when lower steel prices and depressed volumes resulted in a
significant deterioration of profitability," said Standard &
Poor's credit analyst Fred Ferraro. "The continuing operating
performance improvement that we expect, owing to a projected 10%-
15% increase in global drilling rig counts, should provide
sufficient cushion under financial covenants in 2011 and result in
credit metrics consistent with a higher rating." However, the
company's less than adequate liquidity position, due to
significant debt maturities in mid-2012, mitigates these
positives," S&P stated.

The ratings on Continental Alloys & Services reflect the company's
somewhat aggressive financial risk profile highlighted by its
relatively small revenue and earnings base, as well as its
vulnerable business position as a niche supplier of metal
products; its highly volatile and cyclical end markets, which
experience swings from volatile energy prices; its large working
capital needs; and its exposure to fluctuations in steel prices.

Continental provides pipe, tube, and bar distribution; metals
sourcing and management; and manufacturing of completion products
and tools for the oilfield services sector. The company operates
primarily in the U.S. and Canada and maintains smaller operations
in the U.K. Asia and the Middle East. Demand for its products is
cyclical and seasonal and depends on the level of drilling and
exploration activity in the oil and gas industry; prices and
demand for these commodities therefore have an effect, in turn. In
addition, the company's exposure to steel prices poses a
meaningful threat, as gross margins will naturally be lower when
steel prices are at lower levels. Continental Alloys is also
susceptible to wide swings in working capital, particularly
because of its slow inventory turnaround.


CONTINENTAL COMMON: To Pay General Unsecured Claims in Full
-----------------------------------------------------------
Continental Common, Inc. delivered to the U.S. Bankruptcy Court
for the Northern District of Texas a plan of reorganization and
disclosure statement.

The Plan provides for the Debtor to continue to manage and operate
the three properties it owns: (i) an office building located at
1010 Common St. in New Orleans, LA 70112 and various associated
ground leases and land; (ii) approximately 43.433 acres of
undeveloped land located at 4600, 5201, 5224, and 5325 Shadydell
Circle in Fort Worth, TX; and nd (iii) approximately 17.115 acres
of undeveloped land located at 11600 Luna Road, Farmers Branch,
TX.

Under the Plan, the Debtor will use the net cash flow of the
Properties, funds currently on hand, funds to be contributed by
the Reorganized Debtor's equity holder, and proceeds from sales of
the Properties to enable the Debtor to meet operating expense and
to pay creditors.  Until and unless the Properties are sold or
refinanced, or until operating revenues are increased to a
sufficient level, Transcontinental Realty Investors, Inc., the
entity or its designee acquiring the equity of the Debtor, will
need to contribute funds to fund the initial payments to be made
under the Plan and to enable the Debtor to meet its obligations
under the Plan, and TCI has agreed to contribute up to $1.2
million of such funds.

The perfected liens and security interests held by any lender will
be continued, preserved and retained to secure the unpaid balance
of that lender's Allowed Secured Claims.  TCI or its designee will
receive 100% of the equity interests in the Reorganized Debtor on
account of its contributions and the new value it is providing in
funding the Plan.

Under the Plan, lender secured claims will be paid in full.
Convenience class claims and other allowed general unsecured
claims will be paid 100% of the allowed amount without interest.
The subordinated claims of TCI will receive pro rata distributions
of their share of proceeds from any sale.

The Court is set to convene a hearing on May 9, 2011, at 1:30
p.m., to consider the adequacy of the Disclosure Statement.
Objections are due no later May 6.

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

                  About Continental Common, Inc.

Dallas, Texas-based Continental Common, Inc., filed for Chapter 11
bankruptcy protection on October 28, 2010 (Bankr. N.D. Tex. Case
No. 10-37542).  Melissa S. Hayward, Esq., at Franklin Skierski
Lovall Hayward LLP, represents the Debtor.  The Company disclosed
$29,250,424 in assets and $25,150,836 in liabilities.


CORNERSTONE FAITH: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Cornerstone Faith Center
        dba Cornerstone World Outreach
            Oneighty Co
            PeaceMakers Academy
            Club Genesis
        6000 East Gordon Drive
        Sioux City, IA 51106

Bankruptcy Case No.: 11-01026

Chapter 11 Petition Date: May 2, 2011

Court: U.S. Bankruptcy Court
       Northern District of Iowa (Sioux City)

Judge: William L. Edmonds

Debtor's Counsel: Donald H. Molstad, Esq.
                  MOLSTAD LAW FIRM
                  701 Pierce Street, Suite 305
                  Sioux City, IA 51101
                  Tel: (712) 255-8036
                  E-mail: judylaw308@yahoo.com

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

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

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

The petition was signed by Douglas R. Daniels,
Secretary/treasurer.


DEX ONE: Former RHD Opens Year With $55.4MM First Quarter Profit
----------------------------------------------------------------
Dex One Corporation disclosed its first quarter 2011 results,
reporting net income of $55.4 million on $391.2 million of net
revenue for three months ended March 31, 2011.

The Company said the quarter was highlighted by strong EBITDA and
cash flow as well as progress towards its strategic turnaround.

"First quarter ad sales were slightly better than expectations.
Adjusted EBITDA was $175 million and free cash flow was
$105 million, representing a 60% conversion rate.  We remain on
track to achieve our targeted $140 million of annual cost
reductions," said Alfred T. Mockett, Dex One chief executive
officer.

A full text copy of the Company's first quarter results is
available free at: http://ResearchArchives.com/t/s?75e8

                          About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

                           *     *     *

Dex One carries a 'B' corporate credit rating, with negative
outlook, from Standard & Poor's Ratings Services.

"The 'B' corporate credit rating and outlook revision reflect
S&P's view that Dex One's business will remain under pressure
given the unfavorable outlook for print directory advertising,"
said Standard & Poor's credit analyst Chris Valentine, in February
2011.  "We expect that deterioration in revenue and profitability
could lead to EBITDA coverage of interest expense in the mid-2x
area over the next two years and a weakening in the company's
credit profile that could jeopardize a refinancing of its sizable
2014 maturities."


DILLARD LAND: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Dillard Land Investments, LLC
        699 11th Street, Suite 100
        Atlanta, GA 30318

Bankruptcy Case No.: 11-63566

Chapter 11 Petition Date: May 2, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: pmarr@mindspring.com

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

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

The petition was signed by Carl M. Drury, managing member.

Debtor's List of 10 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Louis Brown               2007 Personal Loan     $60,000
4137 Daniel Green Trail   to Dillard
Smyrna, GA 30080          Investments, LLC

DPL Ventures              2007-2010 Trade Debt   $30,000
915 Virginia Avenue
Atlanta, GA 30306

Fulton County Tax         Property Taxes         $25,000
Commissioner              Hollywood Road
141 Pryor St.             Tract
Atlanta, GA 30303

Greenberg Trauig          2009-2010              $10,000
                          Legal Advice

Cutting Edge              Early 2010-            $5,000
Homes, LLC                Trade Debt

Camdeen County Tax        Property Taxes         $5,000

Accion Security           2009 Trace Debt        $2,500

AEC, Inc.                 2010 Engineering-      $2,400
                          Johnson Road Tract

Monocle Management, LLC   2008 Work performed    $2,000

Don Drury                 2000-2007 work         $2,000
                          performed


DMA RAYFORD: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: DMA Rayford Ridge Retail Center, L.P.
        500 Spring Hill Drive, Suite 240
        Spring, TX 77286

Bankruptcy Case No.: 11-33759

Chapter 11 Petition Date: May 1, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  E-mail: margaret@mmmcclurelaw.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 David Antoniono, president of DMA
Spring Hill Management, LLC, Debtor's general partner.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
DMA Kingwood Executire, L.P.           10-37946   09/07/10
DMA 2920 Investments, LC               10-39928   11/01/10
DMA Spring Hill Executive, L.P.        10-39933   11/01/10
DMA Magnolia Crossing, L.P.            11-32788   04/01/11


EAGLE INDUSTRIES: Citizens Okay Cash Collateral thru May 23
-----------------------------------------------------------
Eagle Industries, LLC and Eagle Transportation, LLC entered into
an agreement with Citizens First Bank, as lender, for an extension
of the time by which the Debtors may use Citizen First's cash
collateral through May 23, 2011.

Citizens First agree to the cash collateral use extension provided
that the U.S. Bankruptcy Court for the Western District of
Kentucky authorizes the Debtors to make adequate protection
payments to Citizens First during the term of the cash collateral
order.

The parties agree that the cash collateral may be used by the
Debtors solely to pay normal trade payables, payroll, insurance
premiums, taxes and utilities that are necessary to preserve and
maintain their business operations.

The parties further agree that the Debtors will may these payments
to Citizens First:

   1. Citizens First's Claim No. 32 for $372,911.57 and Claim No.
      33 for $3,298,228.71 will be restructured so that Claim No.
      33 is reduced to a $900,000 line of credit and the balance
      is combined with Claim No. 32, and paid on terms.  This
      restructuring will also be effective as to Claims Nos. 8 and
      9 filed in the Eagle Transportation case:

       (x) The $900,000 line of credit will be paid by the Debtors
           in on payment on Feb. 28, 2012.  The Debtors will pay
           regular monthly payments of all accrued unpaid interest
           due as of each payment date, beginning March 31, 2011
           with all subsequent interest payment to be due on the
           last day of each month after that.  Interest will
           accrue at the rate of 6.5% per annum.

       (y) The $2,755,000 term loan will be paid by the Debtors in
           monthly installments, with a balloon payment on the
           date of maturity.  Interest will accrue at the rate of
           6.5% per annum.  First payment is due March 31, 2011
           and final payment is due Feb. 28, 2012.

   2. Citizens First's DIP financing loan, having a current
      principal balance of $241,000, and which is due and payable
      on March 31, 2011, will be restructured so that the maturity
      date will be extended to Jan. 31, 2012.  Interest will
      accrue at the rate of 6.5% per annum.

The parties' agreement is subject to the Court's approval.

                      About Eagle Industries

Bowling Green, Kentucky-based Eagle Industries LLC filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Ky. Case No. 10-
11636) on Oct. 27, 2010.  David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor.  The Debtor estimated assets
and debts at $10 million to $50 million.

David M. Cantor, Esq., at Seiller Waterman LLC, in Louisville,
Ky., George E. Strickler, Jr., Esq., who has an office in Bowling
Green, Ky., and Tyler Yeager, Esq., who has an office in
Louisville, Ky., represent the Debtors as counsel.  Peter M.
Gannott, Esq., at Alber Crafton, P.S.C., in Louisville, Ky.,
represents the official unsecured creditors' committee.


ECOLY INT'L.: Court Sets May 27 as General Claims Bar Date
----------------------------------------------------------
Judge Geraldine Mund has established May 27, 2011, at 5:00 p.m.
Pacific Time as the general bar date for the filing of proofs of
claim in the bankruptcy cases of Ecoly International Inc. and Luxe
Beauty Midco Corporation.

Governmental units may file their proofs of claims against the
Debtors (a) before 180 days after the date of the order
for relief in the Ecoly case, or (b) by May 27, 2011, whichever is
later.

For claims arising from rejection of executory contracts or
unexpired leases pursuant to Section 365 of the Bankruptcy Code,
the last day to file a proof of claim is (a) 30 days after the
date of entry of the order authorizing the rejection, or (b) by
May 27, 2011, whichever is later.

For tax claims arising after the commencement of Ecoly's case that
are entitled to priority under Section 507(a)(8) of Bankruptcy
Code, the last day to file a proof of claim is (a) 30 days after
such tax claim arises, or (b) May 27, 2011, whichever is later.

For claims arising from the avoidance of a transfer under Chapter
5 of the Bankruptcy Code, the last day to file a proof of claim is
(a) 30 days after the entry of judgment avoiding the transfer,
or (b) May 27, 2011, whichever is later.

Each Proof of Claim must (i) be written in English; (ii) include a
Claim amount denominated in United States dollars; (iii) conform
substantially with the Proof of Claim Form provided by the Debtors
or Official Form No. 10; (iv) state a Claim against one of the
Debtors; and (v) be signed by the claimant or by an authorized
agent of the claimant.  It must also include supporting
documentation.

All Proofs of Claim must be filed so as to be actually received no
later than 5:00 p.m. Pacific Time on the applicable Bar Date at:

   Sexy Hair Claim Processing Center
   c/o Kurtzman Carson Consultants LLC
   2335 Alaska Avenue
   El Segundo, CA 90245

Based in Chatsworth, California, Ecoly International Inc. filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
10-25919) on Dec. 21, 2011.  Judge Geraldine Mund presides over
the cases.  Scott F. Gautier, Esq., at Peitzmann, Weg & Kempinsky
LLP represents the Debtors.  The Debtors disclosed $2,684,496 in
assets, and $88,746,019 in liabilities.


ENNIS COMMERCIAL: Court Denies Approval of Plan Outline
-------------------------------------------------------
Judge Whitney Rimpel of the U.S. Bankruptcy Court for the Eastern
District of California denied approval of the disclosure statement
explaining the plan of reorganization proposed by Ennis Commercial
Properties LLC.

The objection lodged against the adequacy of the disclosure
statement was sustained by the Court.

As previously reported, Ennis submitted an amended disclosure
statement with the Court on Jan. 21, 2011.  The amended plan
outline reflects that (i) holders of general unsecured claims
that were not guaranteed by Ben Ennis, owed approximately
$2,753,334, will be paid a total of $297,826 under the Plan, over
a 10-year period at 2% interest per annum; (ii) holders of general
unsecured claims that were guaranteed by Ben Ennis, owed
approximately $24,040,665, will be paid a total of
$1,768,768 under the Plan, over a 10-year period at 2% interest
per annum; and (iii) holders of membership interests in the Debtor
will maintain their ownership interests under the Plan.

                      About Ennis Commercial

Porterville, California-based Ennis Commercial Properties, LLC
is a commercial real estate business.  The Company's business
consists of acquiring raw land and building commercial
developments.  The Company then either operates or sells the
commercial buildings comprising the commercial development.  The
Company filed for Chapter 11 bankruptcy protection on March 16,
2010 (Bankr. E.D. Calif. Case No. 10-12709).  Peter L. Fear, Esq.,
and Gabriel J. Waddell, Esq., at the Law Offices of Peter L. Fear,
in Fresno, Calif., represent the Debtor as counsel.   No creditors
committee has been formed in this case.  In its schedules, the
Debtor disclosed $40,878,319 in assets and $43,922,485 in
liabilities.

The Debtor is affiliate with Ennis Homes, Inc., and Ennis Land
Development, Inc.  These two entities were consolidated in a
Chapter 11 bankruptcy with Ennis Homes being the surviving entity.
Ennis Homes, Inc., filed for Chapter 11 on February 2, 2009
(Bankr. E.D. Calif. Case No. 09-10848).


ENNIS COMMERCIAL: Court Approves Mack Rd. Property Sale for $1.7MM
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
granted Ennis Commercial Properties LLC permission to proceed with
a short sale of a property located at 6300 Mack Road, in
Sacramento, California, for $1,075,000.  The property consists of
approximately 2.4 acres of land located at Valley Mack Plaza,
which land contains a building consisting of 27,399 square
footage.

Mack Road Sacramento, LLC, a California limited partnership, made
the offer for the Property.

A short sale refers to a sale of real estate whereby the sale
proceeds fall short of the balance owed on the property's loan.

The commission of the real estate agent involved in the short sale
is authorized to be paid from the proceeds of the short sale.

                      About Ennis Commercial

Porterville, California-based Ennis Commercial Properties, LLC
is a commercial real estate business.  The Company's business
consists of acquiring raw land and building commercial
developments.  The Company then either operates or sells the
commercial buildings comprising the commercial development.  The
Company filed for Chapter 11 bankruptcy protection on March 16,
2010 (Bankr. E.D. Calif. Case No. 10-12709).  Peter L. Fear, Esq.,
and Gabriel J. Waddell, Esq., at the Law Offices of Peter L. Fear,
in Fresno, Calif., represent the Debtor as counsel.   No creditors
committee has been formed in this case.  In its schedules, the
Debtor disclosed $40,878,319 in assets and $43,922,485 in
liabilities.

The Debtor is affiliate with Ennis Homes, Inc., and Ennis Land
Development, Inc.  These two entities were consolidated in a
Chapter 11 bankruptcy with Ennis Homes being the surviving entity.
Ennis Homes, Inc., filed for Chapter 11 on February 2, 2009
(Bankr. E.D. Calif. Case No. 09-10848).


GALP GRAYRIDGE: May Use Cash Collateral Thru May 31
---------------------------------------------------
GALP Grayside Limited Partnership entered into a stipulation with
Wells Fargo Bank, N.A, successor by merger to Wachovia Bank, N.A.,
and/or special purpose corporation Redus TX Properties, LLC --
collectively, the Noteholder -- for an extension of the term of
the Debtor's use of the cash collateral through and including May
31, 2011, in accordance with a prepared budget.

The parties also agree that as additional protection, and without
prejudice to Noteholder's rights under Section 362 of the
Bankruptcy Code, the Debtor will pay Noteholder an adequate
protection payment for the period ending March 31, 2010 for
$57,990.63, to be paid on Apr. 10, 2011, and an adequate
protection payment for the period ending April 30, 2011 in the
amount of $64,695.25, to be paid on May 10, 2011.

All other terms of the Jan. 7, 2011 Agreed Final Order on the Cash
Collateral remain the same.

The U.S. Bankruptcy Court for the Southern District of Texas
approved the parties' stipulation.

                       About GALP Grayridge

Houston, Texas-based GALP Grayridge Limited Partnership is a
single asset real estate business entity.  It owns these single
asset real estate in Texas: C GALP Grayridge Limited Partnership -
Chapter 11 (10-40007); C Vinings at West Oaks Apartments (512
units); C 15250 Grey Ridge Drive, Houston, TX 77082; and C NW
quadrant of Harris County Toll Road and Hwy 6.

GALP Grayridge filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 10-40007) on Nov. 1, 2010.  Matthew Hoffman,
Esq., at the Law Offices of Matthew Hoffman, P.C., serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


GENESCO INC: S&P Affirms 'BB-' CCR; Outlook Revised to Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Nashville-based Genesco Inc. to positive from stable. "At the same
time, we affirmed our 'BB-' corporate credit rating on the
company," according to S&P.

"The outlook revision reflects our expectation that the company is
likely to realize modest revenue gains at its largest concepts
over the near term while maintaining margin stability," said
Standard & Poor's credit analyst David Kuntz. "In addition, we
expect moderate acquisition activity to further strengthen the
company's position in the team sports segment," S&P added.

"The ratings on Genesco reflect our expectation of modest
performance growth over the near term through positive same-store
sales at its largest divisions, as well as meaningful contribution
from acquisitions," Mr. Kuntz continued. "We anticipate margins
likely remaining relatively in line with current levels
over the near term as gains from positive operating leverage
offset increases in sourcing costs."

"As a result, we believe credit protection measures are likely to
improve modestly over the near term," added Mr. Kuntz.


GEORGIA-PACIFIC: Moody's Hikes Corp. Family Rating to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service upgraded Georgia-Pacific LLC's (GP)
corporate family rating (CFR), probability of default rating (PDR)
and its senior guaranteed notes to Ba1 from Ba2, its secured bank
facilities to Baa2 from Ba1 and its unsecured notes and debentures
to Ba2 from Ba3. The upgrade reflects GP's increased financial
flexibility resulting from the company's continued de-leveraging
and expectations of ongoing strong financial performance. GP's
leverage, as measured by Debt/EBITDA, improved to 3.1x (Moody's
adjusted) at year-end 2010 compared to 3.6x in 2009 and 5.6x in
2008. The company's rating outlook is stable.

RATINGS RATIONALE

GP's Ba1 CFR reflects the company's significant scale, diverse
product offering and leading market positions in a number of
distinct business segments. The rating also incorporates the
strength and stability of GP's consumer products and packaging
businesses and a building products segment that has held up well
through the US housing market slowdown. GP's Ba1 CFR also derives
support from its vertically integrated relatively low cost asset
base and the sponsorship benefits provided by its parent, Koch
Industries. Partially offsetting these strengths are the company's
exposure to volatile input costs, the cyclicality of some of the
company's business segments and the level of debt maturities over
the next 2 years.

GP's liquidity is good, supported by the substantial availability
under both its revolving credit facility and European accounts
receivable facility, the company's strong cash position
(approximately $700 million at December 2010), and expectations of
continued positive free cash flow generation. GP has approximately
$880 million of debt maturing this year and the company has
reasonable headroom under its financial covenants and no
compliance issues are expected over the near term.

The stable outlook reflects Moody's expectations that the
company's operating and financial performance will remain strong
over the near term and that the company will be addressing its
liquidity needs with the large amount of debt maturing in 2012.

An upgrade to Baa3 would be dependent on a debt structure that is
largely free of secured debt, as well as the ability to maintain a
strong liquidity position and sustain normalized RCF/TD exceeding
20%, (RCF-CapEx)/TD exceeding 12% and total debt to EBITDA below
3x. The ratings or outlook could be pressured if demand or prices
fell materially causing deterioration in the company's liquidity
profile or if the company failed to maintain normalized (RCF-
CapEx)/TD above 7% or total debt to EBITDA below 4x.

Upgrades:

   Issuer: Georgia-Pacific LLC

   -- Probability of Default Rating, Upgraded to Ba1 from Ba2

   -- Corporate Family Rating, Upgraded to Ba1 from Ba2

   -- Senior Secured Bank Facilities , Upgraded to Baa2 from Ba1

Senior Guaranteed Notes, Upgraded to Ba1 from Ba2

   -- Senior Unsecured Notes and Debentures, Upgraded to Ba2 from
      Ba3

The principal methodology used in rating GP was the Global Paper
and Forest Products Industry Methodology, published September
2009. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Headquartered in Atlanta, Georgia, GP is a privately owned global
leader in tissue and other consumer products, and has significant
operations in building products and paper-based packaging.


GRAPHIC PACKAGING: S&P Raises Ratings on Sr. Secured Notes to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level ratings
and revised its recovery ratings on Marietta, Ga.-based Graphic
Packaging International Inc.'s (BB-/Positive/--) senior unsecured
notes.

"We raised the issue-ratings on the $425 million 9.5% senior
unsecured notes and $250 million 7.875% senior unsecured notes to
'B+' (one notch lower than the corporate credit rating)
from 'B'. We revised the recovery rating on these notes to '5',
indicating our expectations for modest (10% to 30%) recovery in
the event of a payment default, from '6'," S&P noted.

"We affirmed our 'BB+' issue-level rating (two notches higher than
the corporate credit rating) on Graphic Packaging's senior secured
credit facilities. The recovery rating is '1', indicating our
expectation for very high (90% to 100%) recovery in the event of a
default. We affirmed our 'B' issue-level rating (two notches lower
than the corporate credit rating) on the company's remaining $73
million 9.5% subordinated notes. The recovery rating is '6',
indicating our expectations for negligible (0% to 10%) recovery,"
S&P stated.

"We raised our issue-rating on Graphic Packaging's senior
unsecured notes to reflect higher potential recovery for the
senior noteholders as a result of a reduction in the amount of
senior secured debt that we assume will be outstanding under our
default scenario," said Standard & Poor's credit analyst Pamela
Rice.

The corporate credit rating on Graphic Packaging reflects the
combination of what Standard & Poor's considers to be its
satisfactory business risk profile and its improving, but still
aggressive financial risk profile. Specifically, Graphic Packaging
has leading market positions, long-term customer relationships, a
value-added product mix, and relatively steady earnings capacity,
which is somewhat tempered by its still sizable debt burden. In
addition, the ratings take into account our expectations for
considerable free cash flow, the company's stated commitment to
reduce debt, and its strong liquidity.

Ratings List

Graphic Packaging International Inc.

Corporate credit rating             BB-/Positive/--

Upgraded; Recovery Ratings Revised
                                     To         From
$425 mil 9.5% sr unsecd nts         B+         B
   Recovery rating                   5          6

$250 mil 7.875% sr unsecd nts       B+         B
   Recovery rating                   5          6

Affirmed
Senior secured credit facilities    BB+
  Recovery rating                    1

$73 mil 9.5% subordinated notes     B
  Recovery rating                    6


HANLEY WOOD: S&P Cuts Corporate to 'CCC' on Liquidity Concerns
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Washington, D.C.-based business-to-business publisher
and tradeshow operator Hanley Wood to 'CCC' from 'CCC+'. The
rating outlook is negative.

"The downgrade reflects our concern that covenant step-downs and
continued weakness in the U.S. real estate market could cause
Hanley Wood's cushion of compliance with covenants and liquidity
to erode further in 2011," said Standard & Poor's credit analyst
Jeanne Shoesmith. "We expect that continued softness in the U.S.
real estate market will cause trade show revenue and EBITDA to
remain under pressure in 2011 and likely into 2012. "As a result
we expect leverage to remain very high over the intermediate term.
Although we aren't currently projecting a financial covenant
violation in 2011, we believe that headroom will remain very thin,
and that the company could be at risk of violating covenants in
the second half of 2011 if operating trends deteriorate further.
In addition, in our opinion, the company will be unable to meet
financial covenant step-downs in early 2012 without an amendment,
a refinancing or repayment of the revolving credit facility, or an
equity cure from sponsors."

The rating outlook is negative. "We could lower the rating if the
company does not begin to address its 2012 covenants by the second
half of 2011 or if we become convinced that the company will
breach covenants over the next several quarters," said Ms.
Shoesmith. "Conversely, we could revise the rating outlook
to stable if the company's liquidity position improves as a result
of an equity infusion, asset sales, or a meaningful increase in
discretionary cash flow from a faster-than-expected EBITDA
rebound."


HARRON COMMUNICATIONS: S&P Assigns 'B' Corporate; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Frazer, Pa.-based cable system operator Harron
Communications L.P. The outlook is stable.

"Additionally, we assigned a 'B' issue-level rating and a '3'
recovery rating to the company's $600 million senior secured
credit facilities, consisting of a $100 million revolver due
October 2016, a $200 million term loan A due October 2016, and a
$300 million term loan B due October 2017. The '3' recovery rating
indicates expectations for meaningful (50%-70%) recovery in
the event of payment default. The company used the proceeds from
the transaction to refinance about $450 million of existing debt,
repay $54 million of preferred A stock, and pay related fees and
expenses. We expect total funded debt outstanding, pro forma for
the transaction, to be about $500 million," according to S&P.

"The ratings on Harron reflect a highly leveraged financial risk
profile, including our expectation of aggressive financial
policies by the company's concentrated ownership group," said
Standard & Poor's credit analyst Naveen Sarma. We consider the
business risk profile fair, reflecting a mature core basic video
services business with modest revenue growth prospects, below-
industry-average high-speed data (HSD) and telephone penetration,
and competitive pressures from direct-to-home (DTH) satellite
providers for video services and local telephone companies for HSD
and telephone services. Tempering factors include its operations
in less populated second-tier markets, which provide some
protection from local telephone companies deploying facilities-
based video offerings in the intermediate term; its position as
the leading provider of pay-TV services in its markets; and
expectations for healthy free cash flow generation," S&P added.


HARRY & DAVID: Hearing on DIP Financing Moved to May 10
-------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
lenders joined with Harry & David Holdings Inc. rebutting the
arguments made by the official creditors' committee in opposition
to some of the terms of the $155 million in financing for the
bankruptcy reorganization begun in late March.  The hearing for
approval of financing that was to have taken place May 2 was moved
back to May 10. Financing hearings are sometimes adjourned if
talks are under way to satisfy objections so financing can be
consensual.

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

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

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.


HOLLYWOOD MOTION PICTURE: Auction of Film Memorabilia on June 18
----------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reported that film memorabilia acquired by actress Debbie Reynolds
are going on the auction block June 18.  Auction house Profiles in
History will run the auction.

DBR says the auction comes under the order of a federal bankruptcy
judge in connection with the Chapter 11 proceeding of Ms.
Reynolds' proposed Hollywood museum.  DBR says the judge approved
the auction plans in September.

DBR, citing the Knoxville News Sentinel, reports that between
500 and 700 items are expected to be gaveled away during the
auction.

                  About Hollywood Motion Picture

Creston, California-based Hollywood Motion Picture and Television
Museum -- http://www.hmpc.tv/-- is a California non-profit
organization that actress Debbie Reynolds founded to build a
museum for her collection of Hollywood memorabilia.  It owns the
artifacts of Hollywood's Golden Age that Ms. Reynolds collected
over several decades.

The Hollywood Motion Picture and Television Museum filed for
Chapter 11 bankruptcy protection on June 12, 2009 (Bankr. C.D.
Calif. Case No. 09-12311).  Judge Robin Riblet presides over the
case.  Peter Susi, Esq. -- cheryl@msmlaw.com -- in Santa Barbara,
California, serves as counsel to the Debtor.  In its petition, the
Debtor estimated assets of $10 million to $50 million and debts of
$1 million to $10 million.

Hollywood Motion Picture Trust filed for Chapter 11 bankruptcy on
February 24, 2010 (Bankr. C.D. Calif. Case No. 10-10864) also
before Judge Riblet.  Peter Susi, Esq., also serves as counsel to
the Trust.  In schedules filed together with the petition, the
Trust disclosed total assets of $5,261,474, and total debts of
$5,556,944.

The bankruptcy judge confirmed the Debtor's liquidation plan in
September 2010.


HUB INTERNATIONAL: S&P Affirms 'B' Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on HUB
International Ltd. to stable from negative. Standard & Poor's also
said that it affirmed its 'B' counterparty credit and 'CCC+'
senior unsecured debt ratings on HUB. The recovery rating on HUB's
senior secured debt remains '3' (50%-70% recovery), and the
recovery rating on its unsecured debt remains '6' (0%-10%
recovery).

"We revised the outlook to stable because HUB has met our
performance and debt-servicing expectations despite continued
challenging market conditions," said Standard & Poor's credit
analyst Julie Herman. "Further, we expect that the company's
operating performance will continue to improve in
2011."

Since its $200 million incremental term loan issuance in October
2009 to fund acquisitions, HUB has continued to be strategic and
disciplined with respect to its debt-funded acquisition strategy.
In 2010, the company deployed roughly $90 million in cash (not
including equity or units or earnout considerations) toward
acquisitions, purchasing slightly more than $60 million in
annualized revenue. The acquisitions were all smaller fold-in
brokerages in the company's existing products and markets, and the
company remained within its target 5x-7x EBITDA multiple range.

"Although the company's expansion strategy still has inherent
risks, we expect that HUB will remain successful as it continues
to deploy surplus cash toward acquisitions in 2011. Further,
although the company is somewhat more leveraged than similar or
lower rated peers, we expect that it will continue to improve its
credit profile over the next year through profitable organic
and inorganic growth," S&P noted.

The counterparty credit rating on HUB reflects its limited
financial flexibility, which is a function of its highly leveraged
capital structure; pressure on organic revenue growth and
profitability, stemming from unfavorable market conditions; and
near-term execution risk because of its debt-funded acquisition
strategy. Somewhat offsetting these weaknesses are HUB's success
in enhancing its competitive position through its acquisition
strategy, its good earnings diversification within the brokerage
arena, and a consistent history of favorable operating results and
margins relative to its peers'.

"We expect that HUB's organic revenue growth will continue to
improve modestly (in the flat to low-single-digit range) in 2011.
Although soft insurance pricing will continue to negatively affect
the company, we expect that HUB will continue to benefit from an
increase in net new business owing to sales strategies and, new
producer hires. Further, we expect HUB to acquire companies that
will add at least $80 million in revenue in 2011 (on an annualized
revenue basis), targeting U.S., Canadian, and possibly other
international opportunities," S&P noted.

"Over the next six to 12 months, we could lower the ratings if the
company does not meet our performance expectations, is not
disciplined or successful in its acquisition strategy, or displays
more aggressive financial management. On the other hand, if the
company's performance significantly exceeds our expectations, we
would consider raising the rating," according to S&P.


INDUSTRIAL ENTERPRISES: Launches Lawsuit Against Former Execs.
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Industrial Enterprises of
America Inc. is suing what it calls its "miscreant" former
managers over their alleged roles in a "pump and dump" stock fraud
that brought down a Pittsburgh chemical company, along with those
who profited from the scheme.

                   About Industrial Enterprises

Pittsburgh, Pennsylvania-based Industrial Enterprises of America,
Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-
11508) on May 1, 2009.  On April 30, 2009, Pitt Penn Holding
Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary
petitions for Chapter 11 relief, under Case Nos. 09-11475 and
09-11476.  On May 4, 2009, EMC Packaging, Inc., filed a voluntary
petition for Chapter 11 relief, under Case No. 09-11524.  On
May 6, 2009, Unifide Industries, LLC, and Today's Way
Manufacturing LLC, each filed a voluntary petition for Chapter 11
relief, under Case Nos. 09-11587 and 09-11586.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
the Company.  The cases are jointly administered under Case No.
09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Based on public filings previously made with the Securities and
Exchange Commission, Industrial Enterprises originally operated as
a holding company with four wholly owned subsidiaries, PPH, EMC,
Unifide, and Today's Way.  PPH, through its wholly owned
subsidiary, PPO, was a leading manufacturer, marketer and seller
of automotive chemicals and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.


INVERNESS DISTRIBUTION: Files Ch. 15 to Go After Shareholder
------------------------------------------------------------
Bermuda-based movie distributor Inverness Distribution Ltd. filed
a petition for creditor protection under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 11-12106) in Manhattan
on May 3.

The Company went into provisional liquidation in February before
the Bermuda Court under Matter No. 2011 No. 60 in Bermuda, where
the company was registered.

Inverness was set up to distribute movies outside the U.S. and
Canada that were produced by Morgan Creek Productions Inc.  Since
July 28, 2004, James Robinson has been the sole registered
shareholder of Inverness and was the president and a director
prior to the Bermuda proceedings.  Mr. Robinson is the founder and
Chief Executive Officer of MCP.  MCP has been in business since
1988 and produced films such as "Young Guns," "Robin Hood: Prince
of Thieves," "Last of the Mohicans," and "Ace Ventura: Pet
Detective."

Inverness owes $74.1 million to a group of European banks, with
Societe Generale as agent for the lenders.  The bank debt is
secured by Inverness' rights to distribute and broadcast its
catalogue of films.  Following the Debtor's breaches and failure
to make mandatory prepayments in the past year, the lenders issued
a notice of default in January.  On Feb. 28, 2011, Socite
petitioned the Bermuda Court to commence winding-up proceedings
for Inverness

Charles Thresh, one of the Joint Provisional Liquidators of
Inverness, said they were informed by the lenders that they have
reason to suspect that assets of Inverness were "used to benefit
other entities affiliated with Robinson."

Mr. Thresh noted that in the months leading up to the Bermuda
Proceeding, Inverness' projections as to the amounts payable by
various major United States studios for their exploitation of
television and home video rights experienced a dramatic and
unexplained decline.  These royalty amounts comprise a significant
portion of the collateral under the Credit Agreement. For a
certain library of films, the decline was as high as 71% for the
last quarter of 2010.  Other libraries showed a decline of 36%
over a similar period.

"According to representatives of the Lenders, this type of decline
is very unusual in the market and raised concerns as to the
credibility of the information that had been produced by
Inverness' management," Mr. Thresh said.

The JPLs have filed a Chapter 15 petition to ask the U.S.
Bankruptcy Court to bind creditors in the United States to the
Bermuda Proceeding and to prevent the distribution of the
Company's property on a basis inconsistent with the regime
applicable to the JPLs' conduct of the Company's affairs through
the Bermuda Proceeding.

Mr. Thresh stated, "Under the oversight of the JPLs and the
Bermuda Court, with the ancillary assistance of this Court, the
ultimate goal of the Company is to satisfy, as far as possible,
the claims of its creditors and to try to preserve the value of it
assets to the extent possible until they can be liquidated in an
orderly fashion to satisfy the claims of creditors."

Mr. Thresh and Michael Morrison, the liquidators for Inverness,
are managing directors of KPMG Advisory Limited.


INVERNESS DISTRIBUTION: Chapter 15 Case Summary
-----------------------------------------------
Chapter 15 Petitioner: Michael Morrison & Charles Thresh, as
                       Joint Provisional Liquidators

Chapter 15 Debtor: Inverness Distribution Limited
                   aka Morgan Creek International Limited
                   c/o Ira S. Greene
                   Hogan Lovells US LLP
                   875 Third Avenue
                   New York, NY 10022

Chapter 15 Case No.: 11-12106

Type of Business: The Debtor is a Bermuda-based film distributor.

Chapter 15 Petition Date: May 3, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Shelley C. Chapman

Petitioners'
Counsel:          Ira S. Greene, Esq.
                  HOGAN LOVELLS US LLP
                  875 Third Avenue
                  New York, NY 10022
                  Tel: (212) 918-3000
                  Fax: (212) 918-3100
                  E-mail: ira.greene@hoganlovells.com

Estimated Assets: Not Stated

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


ISTAR FINANCIAL: Reports $83.9-Mil. First Quarter Net Income
------------------------------------------------------------
iStar Financial Inc. reported net income of $83.90 million on
$111.58 million of total revenues for the three months ended
March 31, 2011, compared with a net loss of $16.14 million on
$173.32 million of total revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2011 showed $8.88 billion
in total assets, $7.11 billion in total liabilities and
$1.77 billion in total equity.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/FNpjPN

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

                          *     *     *

As reported by the TCR on March 29, 2011, Fitch Ratings has
upgraded the Issuer Default Rating to 'B-' from 'C'.
The upgrade of iStar's IDR is based on the improved liquidity
profile of the company, pro forma for the new senior secured
credit agreement (the new financing) that extends certain of the
company's debt maturities, relieving the overhang of significant
secured debt maturities in June 2011.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.

As reported by the Troubled Company Reporter on March 22, 2011,
Standard & Poor's said that it raised its counterparty credit
rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it
from CreditWatch where it was placed with positive implications on
Feb. 23.  The outlook is stable.

"The upgrade reflects the company's closing of a $2.95 billion
senior secured credit facility, which it will use to refinance the
company's existing secured bank facilities and repay a portion of
the company's unsecured debt," said Standard & Poor's credit
analyst Jeffrey Zaun.  If S&P's analysis of the new secured
facility indicates 100% or more collateral coverage, S&P will rate
the issue 'BB-'.  If S&P's analysis of collateral indicates less
than 100% coverage, S&P will rate the issue 'B+'.


J.C. MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: J.C. Management, Inc.
        6801 Beach Boulevard
        Buena Park, CA 90620

Bankruptcy Case No.: 11-16249

Chapter 11 Petition Date: May 1, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: George L. Baugh, Esq.
                  LAW OFFICE OF GEORGE L. BAUGH
                  2201 E. Chapman Avenue
                  Fullerton, CA 92831
                  Tel: (714) 870-5253
                  Fax: (714) 526-3915
                  E-mail: glb3law@yahoo.com

Scheduled Assets: $0

Scheduled Debts: $2,795,852

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-16249.pdf

The petition was signed by James C. Cunningham, president.


J. MICHAEL: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: J. Michael Group, LLC
        fka R&R Builders LLC
        5802 - 22nd Avenue Drive E.
        Palmetto, FL 34221

Bankruptcy Case No.: 11-08525

Chapter 11 Petition Date: May 2, 2011

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $266,193

Scheduled Debts: $484,232

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-08525.pdf

The petition was signed by Michael W. Reece, managing member.


JAVA LLC: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: JAVA LLC, DBA DAYS INN
        852374 U.S. Highway 17 N
        Yulee, FL 32097

Bankruptcy Case No.: 11-03234

Chapter 11 Petition Date: May 2, 2011

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

Debtor's Counsel: Bryan K. Mickler, Esq.
                  MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

                         - and -

                  Taylor J. King, Esq.
                  MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

Scheduled Assets: $830,411

Scheduled Debts: $1,544,578

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-03234.pdf

The petition was signed by Jayshree Rana, president.


KAR AUCTION: Moody's Hikes CFR to 'B1'; Assigns 'Ba3' to Bank Debt
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
KAR Auction Services, Inc. to B1 from B2. A Ba3 rating was
assigned to a proposed $1.75 billion senior secured credit
facility. Additionally, the Speculative Grade Liquidity Rating was
raised to SGL-1 from SGL-2 and the ratings outlook was changed to
stable.

KAR is seeking to refinance its existing $250 million revolver,
$1.14 billion term loan, $131 million subordinated notes and $200
million of its $450 million 8-3/4 senior unsecured notes with a
new $250 million revolver, a $1.5 billion term loan and a portion
of its cash on hand. The company's existing $150 million floating
rate senior unsecured notes and $250 million of the 8 _ senior
unsecured notes will remain outstanding. The refinancing is
expected to be leverage neutral, excluding fees and expenses, and
the revolver is anticipated to be undrawn at close.

RATINGS RATIONALE

The upgrade to B1 reflects KAR's meaningful debt reduction, margin
expansion, very good liquidity profile, and the recession-
resistant nature of the company's combined revenue streams. Since
December 2008, KAR has permanently reduced outstanding debt by
approximately $650 million while margin expansion has resulted in
significant EBITDA growth. Including Moody's standard adjustments
for items such as operating leases and receivable securitizations,
financial leverage (total debt/EBITDA) has declined to 5.5 times
as of Dec. 31, 2010 from 7.3 times at the end of 2008.
Nonetheless, the ratings are constrained by still high financial
leverage, despite debt reductions, and Moody's expectation that
the supply of used cars will remain weak and potentially worsen in
2011 and 2012.

The upgrade in the liquidity rating to SGL-1 from SGL-2 reflects
KAR's very good liquidity profile, characterized by strong cash
flow generation, significant revolver availability and an improved
debt maturity schedule. Additionally, as of March 31, 2011, KAR
reported cash on hand of $242 million.

The stable outlook reflects Moody's expectation that KAR will
continue to reduce financial leverage through modest revenue and
earnings growth. The ratings or outlook could be raised over time
if additional debt is retired and financial leverage and interest
coverage are sustained below 4.5 times and above 3 times,
respectively. The ratings or outlook could be lowered if KAR loses
market share, margins erode materially, or the company makes
sizable debt-funded acquisitions such that financial leverage and
interest coverage are expected to be sustained above 5.5 times and
below 2 times, respectively.

The ratings are subject to the conclusion of the proposed
transaction and Moody's review of final documentation. For further
information, please refer to the Credit Opinion to be posted on
moodys.com.

Moody's upgraded these ratings:

   -- Corporate Family Rating, to B1 from B2

   -- Probability of Default Rating, to B1 from B2

   -- Speculative Grade Liquidity rating, to SGL-1 from SGL-2

These ratings (and LGD assessments) were assigned:

   -- Proposed $250 million senior secured revolver due 2016, Ba3
      (LGD3, 31%)

   -- Proposed $1.5 billion senior secured term loan due 2017, Ba3
      (LGD3, 31%)

Moody's affirmed these ratings (and adjusted the LGD point
estimates, as noted):

   -- $150 million senior unsecured floating rate notes due
      5/2014, B3 (to LGD5, 86% from LGD5, 76%)

   -- $250 (currently $450) million senior unsecured 8.75% notes
      due 5/2014, B3 (to LGD5, 86% from LGD5, 76%)

These ratings were affirmed and will be withdrawn upon closing of
the transaction:

   -- $250 (originally $300) million senior secured revolving
      credit facility due 4/2013, Ba3 (LGD2, 26%)

   -- $1,145 (originally $1,565) million senior secured term loan
      due 10/2013, Ba3 (LGD2, 26%)

   -- $131 (originally $425) million senior subordinated 10% notes
      due 5/2015, Caa1 (LGD6, 94%)

The principal methodology used in rating KAR was the Global
Business & Consumer Service Industry Methodology, published
October 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Headquartered in Carmel, IN, KAR is a leading provider of vehicle
auction services in North America. The company provides whole car
auction services (dba ADESA), salvage auction services (dba
Insurance Auto Auctions, or IAAI), and floorplan financing (dba
Automotive Finance Corporation, or AFC). In the 12 months ended
March 31, 2011, KAR (ticker: KAR) reported revenues of about
$1.8 billion.


KAR AUCTION: S&P Assigns 'BB-' Rating on $1.75BB Credit Facilities
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue level
rating and a '2' recovery rating to Carmel, Ind.-based KAR Auction
Services Inc.'s proposed $1.75 billion credit facilities, which
includes a $1.5 billion senior secured term loan B due 2017 and a
$250 million revolving facility due 2016. "A recovery rating of
'2' indicates our expectation that lenders will receive a
substantial recovery (70% to 90%) of principal in the event of
default," S&P said.

S&P continued, "We expect the company to use the net proceeds from
the term loan B to repay any borrowings under its existing term
loan B that matures in October 2013, a portion of its 8.75% $450
million senior notes, and its 10% $131 million senior subordinated
notes. The company's $150 million floating-rate notes due 2015
likely will remain outstanding."

Separately, on April 26, the company amended and restated the U.S.
receivables purchase agreement between its financing subsidiary,
Automotive Finance Corp. (unrated), and a unit of BMO Capital
Markets Corp. This agreement, which increases the size of the
securitization commitment to $650 million from $450 million,
expires June 30, 2014.

"We believe the refinancing of the credit facility modestly
enhances KAR's liquidity, which we continue to view as adequate
under our criteria, by lowering interest expense and extending
maturities. The recent AFC purchase agreement assures the
company's continued ability to fund its floorplan financing of
used vehicles for dealers," S&P stated.

The 'B+' corporate credit rating on KAR remains unchanged and
reflects its aggressive leverage and fair business risk profile.
"We view the company's business risk profile as fair because of
KAR's established position in its whole-car and salvage auction
markets and its demonstrated profitability with EBITDA margin of
31% and return on capital of 9.2% at year-end 2010. The company's
profitability benefits from its fee-based business model KAR
permanently reduced its debt by nearly $400 million in 2010, using
cash generated from operations and cash on hand. Lease-adjusted
leverage declined to 4.2x at year-end 2010, because of lower debt
and increased EBITDA, from the 6.0x at year-end 2009. The company
generated about $240 million in cash after capital spending in
2010 on adjusted EBITDA of $564 million, by our calculations. For
the rating, we expect the company to generate positive cash flow
after capital expenditures and lease-adjusted leverage to decline
further to about 4x by year-end 2011," S&P related.

KAR's private-equity owners--Kelso & Co., Goldman Sachs Capital
Partners, ValueAct Capital LLC, and Parthenon Capital (all
unrated)--control about 80% of the common shares. The track record
of the current senior management team in successfully improving
operating efficiencies and reducing working capital requirements
in recent years is a positive factor in the rating.

Ratings List

KAR Auction Services Inc.
Corporate Credit Rating               B+/Stable/--

New Ratings

KAR Auction Services Inc.
Senior Secured

  $1.5 bil term loan B due 2017        BB-
   Recovery Rating                     2

  $250 mil revolving facility due 2016 BB-
   Recovery Rating                     2


KEYSTONE AUTOMOTIVE: S&P Cuts Ratings to 'Selective Default'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and other ratings on Exeter, Pa.-based Keystone Automotive
Operations Inc., reflecting the completion of its exchange offer.

"We lowered our corporate credit rating on the company to
'SD' (Selective Default) and our issue rating on the senior
subordinated notes to 'D'.  We withdrew our issue rating on the
senior secured term loan because it was repaid in full.
Information has been limited following the completion
of the exchange offer.  However, in our assessment, the
restructured capitalization results in our raising the corporate
credit rating to 'B-' from 'SD'.  We have subsequently withdrawn
all of our ratings on Keystone at the issuer's request," S&P
stated.

"The rating actions are consistent with our previously published
intentions.  As we stated earlier, we view the exchange offer as
distressed because if the exchange offer was not consummated, the
company planned to implement a prepackaged plan of reorganization
under Chapter 11," S&P stated.

Under terms of the exchange offer, senior subordinated noteholder
claims were converted into approximately 22% of the new equity and
provided the right to participate in the rights offering.  "In our
view, this represents less than the original promise, reflecting
our 'D' issue rating.  Senior secured term lenders received full
cash payment with proceeds from a new term loan and the rights
offering," S&P noted.


KGEN LLC: S&P Withdraws 'BB-' Rating After Debt Paydown
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' credit
rating on project finance KGen LLC's senior secured credit
facilities. The facilities have been repaid and retired. These
include a $200 million term loan B due Feb. 8, 2014; $120 million
synthetic letter of credit facility due 2014; and $80 million
working capital facility due Feb. 8, 2012.

KGen retired outstanding balances with sale proceeds of the
Sandersville peaking plant in Georgia (completed July 2010) and of
the Murray I and II combined-cycle gas turbine plants in Georgia
(April 2011). Sandersville proceeds were net $130 million, or
about $201 per kilowatt. Those for the Murray plants were net
$529 million, or about $425 per kilowatt.

Ratings List
Ratings Withdrawn

KGen LLC                              To       From

$200 million term loan B              NR       BB-/Positive
  Recovery rating                     NR       1

$120 million synthetic LOC facility   NR       BB-/Positive
  Recovery rating                     NR       1

$80 million working capital facility  NR       BB-/Positive
  Recovery rating                     NR       1


LEHMAN BROTHERS: Objects to JPM's WaMu Related Claims
-----------------------------------------------------
Lehman Brothers and the Official Committee of Unsecured Creditors
object to Claim No. 66462 filed by JPMorgan Chase Bank, N.A., to
the extent it asserts claims acquired from Washington Mutual
Bank, FA.

The Debtors and the Committee seek a ruling that certain
derivatives-related claims that JPMorgan acquired after LBHI's
Petition Date are (i) not covered by the guaranty JPMorgan
extracted from LBHI in the days before its bankruptcy, regardless
of the enforceability or scope of that guaranty; and (ii) not
secured by the related security agreement.

In September 2008, JPMorgan acquired the assets of WaMu.  These
assets included certain swap agreements between WaMu and Lehman
Brothers Special Financing, Inc., including an ISDA Master
Agreement and Guaranty.  Although the WaMu Agreements included a
guaranty by LBHI in favor of WaMu, that guaranty was unsecured.
After the WaMu Agreements were terminated, JPMorgan satisfied
$143,221,880 of its total acquired claim by applying the cash
that LBSF posted under the WaMu Agreements.  After exhausting
LBSF's posted cash, JPMorgan then applied $80,313,435 of LBHI's
cash to fully satisfy JPMorgan's alleged claims relating to the
WaMu Agreements.  JPMorgan then filed claims against LBSF and
LBHI.

The Objectors have examined the WaMu Claim and have determined
that to the extent JPMorgan asserts that the WaMu Claim is
secured by LBHI cash pursuant to the September Agreements or
subject to set-off against LBHI obligations, it should be
reclassified as a general unsecured non-priority claim.

The Objectors, therefore, seek entry of an order reclassifying
the WaMu Claim as a general unsecured claim and disallowing
JPMorgan's use of LBHI's cash that purportedly secures the
September Guaranty to satisfy the claim.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: ECCU Wants Lift Stay to Assert Rights on Land
--------------------------------------------------------------
Evangelical Christian Credit Union asks the Court to lift the
automatic stay to permit it to exercise its state law remedies
against the approximately 22 acres of expansion land located at
3260 Rubidoux Boulevard in Riverside, California, on which Lehman
Commercial Paper Inc. holds a subordinate lien that is fully
undersecured.

According to Edward H. Tillinghast, III, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York, LCPI has no equity in the
subject property because its junior lien on the Property is fully
undersecured.  He says ECCU holds a valid, perfected, first-
priority security interest in the Property, which secures ECCU's
loan to Life Church of God in Christ that has an outstanding
balance of more than $6.6 million.  The appraised market value of
the Property is only approximately $2.38 million.  Thus, the
Debtor's junior lien on the Property is completely undersecured,
Mr. Tillinghast tells the Court.

Mr. Tillinghast asserts that as the Debtor's lien on the Property
is totally undersecured, the automatic stay applicable in the
Lehman bankruptcy cases should be modified, to the extent
applicable or necessary, to allow ECCU to exercise its state law
remedies against the Property.  Relief from the stay is warranted
because the Debtor's lien is totally undersecured by the
Property, the Debtor's undersecured lienor interest is not
necessary for its reorganization, and cause exists for modifying
the automatic stay, he argues.

Additionally, as the Debtor's lien is totally undersecured, the
exercise of ECCU's state law remedies will have no impact on the
Debtor or its creditors, Mr. Tillinghast argues.  A non-judicial
foreclosure under California law is the only way in which ECCU
can protect itself from further harm caused by the continued
decline in the value of the Property, he tells the Court.

ECCU is represented by:

  Edward H. Tillinghast, III, Esq.
  Blanka K. Wolfe, Esq.
  SHEPPARD MULLIN RICHTER & HAMPTON LLP
  30 Rockefeller Plaza
  New York, New York 10112
  Tel: (212) 653-8700
  Fax: (212) 653-8701
  E-mail: etillinghast@sheppardmullin.com
          bwolfe@sheppardmullin.com

Michael Boblit, an Asset Manager with Evangelical Christian
Credit Union, filed an affidavit relating the relationship
between ECCU and the Debtors.  He says that in 2003, the Church
Borrower and SunCal Emerald Meadows Ranch, LLC, entered into an
agreement, in which, among other things, SunCal agreed to make
certain improvements to the Property and certain surrounding
property.  In November 2005, the Debtor agreed to makes loans and
other extensions of credit to SunCal Communities I, LLC, and
SunCal Communities III, LLC.  SunCal's obligations to the Debtor
are secured by a deed of trust which encumbers certain real
property belonging to SunCal, including the Property.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Citicorp Signs Stipulation on Turnover of Funds
----------------------------------------------------------------
Lehman Commercial Paper Inc. and Citicorp North America, Inc.,
entered into a court-approved stipulation regarding turnover of
certain funds.

On October 30, 2007, LCPI entered into a participation agreement
with Citi pursuant to which LCPI acquired a participation
interest from Citi in a credit agreement, dated as of March 22,
2005, between and among Colonial Realty Limited Partnership and
certain of its affiliates, as borrowers, Citi and certain other
financial institutions as lenders, and Wachovia Bank, N.A. as
administrative agent.  The Colonial Credit Agreement provided for
a total commitment of $500,000,000 from various banks, of which
Citi was obligated to fund up to $39,000,000.

Pursuant to the Colonial Participation Agreement, LCPI became
obligated to fund up to $30,000,000 of the Citi-Colonial
Commitment.  In exchange, LCPI was to receive a percentage of
Colonial's payments on account of principal, interest, and
certain other fees that Citi received from the administrative
agent under the Colonial Credit Agreement.

On July, 24, 2008, LCPI sold $20,000,000 of its participation
interest back to Citi, reducing LCPI's total funding commitment
to $10,000,000.

As of the Petition Date, LCPI had funded $2,992,592 of the
Colonial Participation and retained $7,007,407 in contingent
future funding obligations.  Subsequent to the Petition Date,
LCPI has not provided further funding in connection with the
Colonial Participation Agreement.  In order to avoid a default
under the Colonial Credit Agreement by failing to fund the Citi-
Colonial Commitment, Citi may have advanced, or may in the future
advance, amounts to Colonial that LCPI, pursuant to the Colonial
Participation Agreement, would have funded.  Citi's obligations
under the Colonial Credit Agreement expire on June 21, 2012.

On November 21, 2007, LCPI entered into another participation
agreement with Citi, pursuant to which LCPI acquired a
participation interest from Citi in a credit agreement, dated as
of February 10, 2006, between and among Starwood Hotels & Resorts
Worldwide, Inc. and certain of its affiliates as borrowers, Citi
and certain other financial institutions as lenders, and Deutsche
Bank AG, New York Branch as administrative agent.  The Starwood
Credit Agreement provided for a total commitment of
$2,230,000,000 from various banks, of which Citi was obligated to
fund up to $145,000,000.

Pursuant to the Starwood Participation Agreement, LCPI became
obligated to fund up to $20,000,000 of the Citi-Starwood
Commitment.  In exchange, LCPI was to receive a percentage of
Starwood's payments on account of principal, interest, and
certain other fees that Citi received from the administrative
agent under the Starwood Credit Agreement.

As of the Petition Date, LCPI had funded $2,778,711 of the
Starwood Participation, and retained approximately $17,221,288 in
contingent future funding obligations.  Subsequent to the
Petition Date, LCPI has not provided additional funding in
connection with the Starwood Participation Agreement.  Citi
represents that, due to LCPI's failure to comply with its funding
obligations following the Petition Date, it funded $11,204 on
LCPI's behalf pursuant to the Starwood Credit Agreement.

Starwood has repaid the amounts due to Citi under the Starwood
Credit Agreement in full and, pursuant to the Starwood
Participation Agreement, Citi is obligated to pay to LCPI
interest, principal and fees in an aggregate amount of
$2,999,636.

Citi claims certain rights of netting and offset against the
Turnover Amount potentially arising from LCPI's remaining
contingent unfunded commitments under the Colonial Participation.
LCPI does not concede that Citi has any Setoff Rights arising
from or related to the Starwood Participation, the Colonial
Participation, or otherwise.

The Colonial Credit Agreement matures on June 21, 2012.  To the
extent that Colonial repays the amounts that are owed to Citi
thereunder in full, the dispute between the Parties over Citi's
purported Setoff Rights may be moot.  Accordingly, Citi has
agreed to release the Turnover Amount to LCPI.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


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

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

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

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

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

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

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

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

The Court will hold a hearing on May 18, 2011, to consider
approval of the agreement.  The deadline for filing objections is
May 11, 2011.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Serves Subpoenas on Banca MPS and Banca Monte
--------------------------------------------------------------
Lehman Brothers has served Banca MPS SpA London Office and Banca
Monte dei Paschi di Siena SpA New York Branch with a subpoena
requiring them to produce documents by May 10, 2011, at the New
York-based offices of Weil Gotshal & Manges LLP.

The Debtors served the subpoena in accordance with the Court's
November 23, 2009 order, which authorized them to subpoena those
who may be put under investigation as part of the administration
of their Chapter 11 cases.  Among those who may be investigated
include former employees, lenders, investors, creditors and those
involved in the Debtors' various transactions.

The Debtors need the documents and information they would obtain
from the investigation to evaluate their financial status and
negotiate and propose their Chapter 11 plans.

                     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)


LIBBEY INC: Incurs $1-Mil. Net Loss in First Quarter
----------------------------------------------------
Libbey Inc. reported a net loss of $1.00 million on $181.01
million of net sales for the three months ended March 31, 2011,
compared with net income of $55.41 million on $173.90 million of
net sales for the same period during the prior year.

The Company's balance sheet at March 31, 2011 showed
$778.87 million in total assets, $758.58 million in total
liabilities, and $20.29 million in total shareholders' equity.

John F. Meier, chairman and chief executive officer said, "We were
pleased with the solid sales and gross profit margin improvements
we saw in our Glass Operations segment in the first quarter,
especially in light of the weather related impact in the U.S.  We
were also encouraged by the sales growth we experienced in China
as well as both the U.S. and Canadian retail and business-to-
business channels of distribution."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/YPV3I3

                         About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

                          *     *     *

Libbey carries 'B' issuer credit ratings, with stable outlook,
from Standard & Poor's Ratings Services.

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.


LONE TREE: Given Continued Access to DIP Financing Facility
-----------------------------------------------------------
Judge Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona has conditionally granted the request of Lone
Tree Investments LLC for the extension of the terms of its DIP
Credit Facility.

The DIP Facility may be accessed by the Debtor through 30 days
after the Court rules on the confirmation issues.  The
confirmation hearing for the Debtor's plan is currently set for
May 25.

Judge Baum clarifies that his order does not include authority to
pay Wes Pac.

                   About Lone Tree Investments

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

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

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

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

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

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

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

Lone Tree, together with its five affiliates, filed for Chapter 11
bankruptcy protection on August 24, 2010 (Bankr. D. Ariz. Lead
Case No. 10-26776).  Lone Tree estimated its assets at $50 million
to $100 million and debts at $10 million to $50 million.

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

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


LOS ANGELES DODGERS: Faces Cash Crunch by Month's End
-----------------------------------------------------
The Wall Street Journal's Matthew Futterman reports that the Los
Angeles Dodgers may not have enough cash to cover their expenses
at the end of this month when a round to paychecks to players are
due, according to two people familiar with the team's financial
problems.  The team also certainly will face insolvency by July,
they said.

According to the Journal, as a result of the cash crunch, Dodgers
owner Frank McCourt has offered full cooperation with monitor Tom
Schieffer, the former ambassador appointed last month by Major
League Baseball commissioner Bud Selig to oversee the franchise.
Mr. Schieffer is a former Texas Rangers president.

The Journal notes a lawyer for Mr. McCourt earlier this week sent
a letter to Bradley Ruskin of Proskauer Rose, which is
representing Major League Baseball in the matter, to make it clear
that that Mr. Schieffer would have immediate access to all the
financial material he needs for the ongoing investigation of the
franchise's viability.  At the conclusion of the letter to Mr.
Ruskin the baseball lawyer, Mr. McCourt attorney Robert Sacks of
Sullivan & Cromwell said his client would reserve his rights to
seek damages if the value of the franchise is harmed by Major
League Baseball's actions.

According to the Journal, in an interview Tuesday, Mr. Schieffer
said that despite McCourt's cooperation, it wasn't clear yet how
long the investigation will take.  He declined to comment on the
immediacy of the Dodgers' cash issues.  However, he said baseball
has not seized the team and that Mr. McCourt, as the owner,
remains responsible for meeting the team's financial needs.

Mr. McCourt has said he will continue to invest money in the team
if he is in control of the business. As of now, Mr. Schieffer must
approve all expenditures over $5,000.


LYONDELL CHEMICAL: Hearing on Suit Over 2007 LBO Begins May 12
--------------------------------------------------------------
Judge Robert E. Gerber will hold a first hearing May 12 on a
lawsuit filed over LyondellBasell's 2007 leveraged buyout.

The Wall Street Journal's CFO Journal considered the lawsuit
"little noticed" that is "winding its way through the U.S.
Bankruptcy Court of the Southern District of New York".  According
to CFO Journal, the lawsuit could have far reaching implications,
both for those who profited from the $22 billion buyout of
LyondellBasell and for private equity buyouts in general.

CFO Journal recounts that the suit stems from the acquisition of
Lyondell in 2007 by Basell AF SCA, a Luxembourg-based company
owned by Leonard Blavatnik.  Basell paid $48 a share for Lyondell,
a 20% premium to the company's stock price at the time, but loaded
it up with debt to fund the purchase.  Unable to handle the debt
load amid a collapse in credit markets and then the financial
crisis, Lyondell went into bankruptcy less than a year after the
acquisition, causing creditors to lose $12.5 billion.  The suit
alleges that the shareholders participated in a "fraudulent
transfer" of wealth from the company and its creditors by
knowingly burdening it with debt it couldn't handle, pushing it
into bankruptcy less than a year after the close of the buyout.

Lyondell emerged from bankruptcy in April 2010.  CFO Journal notes
creditors still want to recoup their losses from the deal.

According to CFO Journal, the prospect of  a successful suit is
worrying some in the private-equity industry, because Lyondell
was, in some ways, only a slightly more extreme version of many
deals that happened during the 2005-2007 buyout boom, when buyers
routinely loaded debt on company balance sheets.  Further
lawsuits, the fear goes, would force future deals to account for
the possibility of clawbacks.

According to CFO Journal, one banker who advises LBO firms said if
the plaintiffs won, "it would not be good for private equity" and
that the result "would have a real chilling effect on leverage and
we'd see a lot more litigation."

According to a letter seen by CFO Journal, Morgan Stanley, which
sold shares into the buyout as a custodian, trustee and agent, has
told former Lyondell shareholders that it will have to provide
their information to the court in connection with the case.

The CFO Journal further reports that the fear, according to one
M&A lawyer, is that a successful lawsuit will embolden creditors
in future LBO transactions that fall into bankruptcy, and would
force private equity firms to seek greater protections before
consummating a deal.

According to CFO Journal, the success of the Lyondell creditor
suit hinges on a novel strategy to skirt restrictions in
bankruptcy law that make it difficult for aggrieved creditors to
take back shareholder profits.  CFO Journal explains that the
bankruptcy code generally bars the bankruptcy trustee from clawing
back proceeds from a security transaction unless it was made with
the intent to defraud.  The difficulty in proving fraudulent
intent makes it almost impossible for creditors in failed LBOs to
claw back profits. (The restrictions are founded on the theory
that seeking to unwind securities' sales could be very disruptive
to the financial markets.)

However, in the Lyondell case, according to CFO Journal, the
creditors' trustee is arguing that the bankruptcy code
restrictions no longer hold because the bankruptcy estate
"abandoned" its claims during the bankruptcy proceedings, allowing
the creditors, and not the bankruptcy trustee, to pursue the claw
backs without restriction under state law after Lyondell exited
bankruptcy.

Sigmund Wissner-Gross, Esq., at Brown Rudnick LLP, represents the
creditors' trust.  CFO Journal reportsr Mr. Wissner-Gross said
it's unlikely that a successful suit from his firm's strategy will
threaten every buyout in the future.

                       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.


MANITOWOC CO: S&P Affirms 'B+' Rating on Corp. Credit, Sr. Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' CCR on
Manitowoc, Wis.-based Manitowoc Co. Inc.

The ratings on the company's senior unsecured debt are also
affirmed at 'B+', with the recovery rating of '4'. "At the same
time, we are assigning a 'BB' issue-level rating, with a recovery
rating of '1', to Manitowoc's new credit facilities. The outlook
is stable," S&P related.

"Our ratings on Manitowoc reflect the company's aggressive
financial risk profile, characterized by high debt levels and
aggressive financial policies, which more than offset its fair
business risk profile," said Standard & Poor's credit analyst
Peter Kelly. "We expect the company's revenue to improve as
the crane segment begins to recover coupled with continued modest
improvements in its food segment."

"The stable outlook reflects our expectation that Manitowoc's end
markets will continue to stabilize in 2011. Although its credit
measures have improved, we believe they will likely remain weak
over the next few quarters, and expect them to improve during the
year as crane end markets gradually recover and the company
continues to generate free cash flow to reduce debt. Manitowoc's
cash balance, ample availability on its revolver, and decent cash
flow generation support its adequate liquidity," S&P stated.

The outlook is stable. "We could lower the ratings if a
significant delay in the recovery of the crane end markets causes
deterioration of credit measures or negatively affects liquidity,"
Mr. Kelly continued, "for example, if FFO to total debt appears
unlikely to improve to the 10% area in 2011. We could raise the
ratings if operating prospects improve meaningfully and the
company's liquidity and credit measures support this trend.
However, we consider an upgrade in the near term unlikely, because
we regard the company's current credit protection measures below
our expectations which limit upgrade potential."


MARMC TRANSPORTATION: Wants to Sell Casper Property for $640K
-------------------------------------------------------------
MarMc Transportation seeks permission from the U.S. Bankruptcy
Court for the District of Wyoming to sell by private sale to Oil
Country Tubular, LLC, a 32.7-acre real property, plus improvements
and fixtures, located at 8100 West Yellowstone, in Casper,
Wyoming, for $640,000, free and clear of all liens.

The property is subject to a mortgage held by Wells Fargo Bank.
The sale proceeds will be paid to the mortgagor, which will create
additional equity in the remaining real property of the bankruptcy
estate.

Dave and Marcille Sundem have asserted a limited objection to the
Debtor's proposed transaction. (no specific details on the obj)

The Hon. Peter J. McNiff will hold a telephone conference on May
12, 2011, at 10:00 a.m., on the Debtor's proposed sale
transaction.

Mills, Wyoming-based MarMc Transportation, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. Wyo. Case No. 10-20653) on
June 3, 2010.  Stephen R. Winship, Esq., at Winship & Winship, PC,
assists the Company in its restructuring effort.  The Company
estimated $10 million to $50 million in assets and up to $10
million in debts in its Chapter 11 petition.


MASON RD: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Mason Rd. Limited Partnership
        dba Dry Clean Super Center on Mason Road
        3603 South Mason Road
        Katy, TX 77450

Bankruptcy Case No.: 11-33766

Chapter 11 Petition Date: May 1, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: John Akard, Jr., Esq.
                  JOHN AKARD JR. P.C.
                  7500 San Felipe, Ste 700
                  Houston, TX 77063
                  Tel: (832) 237-8600
                  Fax: (832) 237-8610
                  E-mail: johnakard@attorney-cpa.com

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

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

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

The petition was signed by Michael K. Patrick, president of Mason
Rd. Ventures, Inc., Debtor's general partner.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
995 South Mason Rd L.P.                11-33765   05/01/11


MASTEC INC: Moody's Affirms 'Ba3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed MasTec, Inc.'s Ba3 corporate
family rating, Ba3 probability of default rating, and the B1
rating on its $150 million senior unsecured notes due 2017. The
ratings outlook was revised to positive from stable. Moody's also
assigned an SGL-2 speculative grade liquidity rating.

Ratings affirmed:

   -- Corporate family rating at Ba3;

   -- Probability of default rating at Ba3;

   -- $150 million 7.625% senior unsecured notes due 2017 at B1
      (LGD4, 67%). Point estimate revised from (LGD4, 68%).

Rating assigned:

Speculative grade liquidity rating at SGL-2.

RATINGS RATIONALE

The outlook revision reflects MasTec's favorable organic growth
trends driven by strength in the bulk of its end-markets, and
improvements in profitability that have translated into stronger
credit metrics in recent periods, and Moody's expectation that
these improvements will be sustained.

The Ba3 corporate family rating reflects MasTec's established
position as a relatively large-sized specialty contractor,
moderate financial leverage with debt to EBITDA below 3.0 times,
generally improving operating margins, a high proportion of
revenues derived from repetitive/contractual work, strong organic
growth in recent periods, and favorable long-term demand
fundamentals within many of the industries it serves. However, the
rating also considers the company's material concentration of
sales from two customers, increased exposure to more volatile
construction-oriented activities, ongoing acquisition risk, and
the prospects for weaker cash flow as cash taxes increase.

Moody's could upgrade MasTec's ratings if it maintains organic
growth trends and sustains or modestly improves its operating
margins while avoiding large-scale debt financed acquisitions such
that debt to EBITDA remains below 3.0 times and EBITA to interest
is about 3.5 times.

Moody's could revise the ratings outlook to stable if MasTec's
end-markets weaken and/or debt levels increase, potentially due to
acquisition activity, such that debt to EBITDA increases above 3.0
times. The ratings could be downgraded if MasTec experiences end-
market weakness or pursues a debt-financed acquisition that leads
to a debt to EBITDA above 4.0 times and/or EBITA coverage of
interest expense falls below 2.0 times.

The SGL-2 speculative grade liquidity rating reflects Moody's
expectation that MasTec will maintain a good liquidity profile
near-term given its meaningful cash balance, expectations for
positive free cash flow, available capacity under its revolving
credit facility, and good flexibility under financial covenants.

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

MasTec, Inc., headquartered in Coral Gables, Florida, is a leading
national infrastructure company operating in the United States.
The company reported revenues of approximately $2.3 billion for
the fiscal-year ended Dec. 31, 2010.


MEDASSETS INC: S&P Assigns 'BB-' Rating on $758MM Sr. Secured Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' issue
credit rating and a '2' recovery rating to Alpharetta, Ga.-based
MedAssets Inc.'s $785 million senior secured credit facility. "The
'2' recovery rating indicates our expectation for substantial
(70%-90%) recovery of principal in the event of default. The
facility consists of a $150 million revolving credit facility due
November 2015 and a $635 million term loan B due November 2016,"
S&P said.

"We also assigned a 'B-' issue credit rating and a '6' recovery
rating to the company's $325 million of senior unsecured notes due
2018. The '6' recovery rating indicates our expectation of
negligible (0%-10%) recovery in the event of payment default," S&P
related.

The 'B+' corporate credit rating on the company remains unchanged.
The outlook is stable.

"The rating on MedAssets reflects an aggressive financial risk
profile as a result of the higher leverage that the company
incurred to acquire competitor group purchasing organization (GPO)
The Broadlane Group," explained Standard & Poor's credit analyst
Michael Berrien. Following this expensive acquisition, MedAssets'
leverage increased to more than 5x at Dec. 31, 2010. While this
acquisition will give the spend management business greater scale,
as reflected in MedAssets' fair business risk profile, it is still
subject to competition from larger, more established players
Novation and Premier.

"Additionally, the majority of revenues are now susceptible to
economic weakness since spend management revenues can be lower
with softer hospital admissions during periods of economic
weakness," added Mr. Berrien.

MedAssets' revenue cycle management business also remains
vulnerable to competitors with deeper pockets and to technology
risk.


MILAGRO OIL: S&P Assigns 'B-' CCR; Outlook Negative
---------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
corporate credit rating to Milagro Oil and Gas Inc.

"We also assigned a preliminary 'B-' issue rating (same as the
corporate credit rating) and a preliminary '4' recovery rating to
the company's planned $250 million senior secured second-lien note
offering due 2016. The recovery rating indicates our expectation
of average (30% to 50%) recovery of principal in the event of a
payment default. Proceeds from the planned note offering will be
used to repay existing second-lien debt and to partially repay
outstanding amounts under the existing first-lien revolving credit
facility," S&P noted.

"The rating on Milagro reflects the company's relatively small
asset base and production levels, significant exposure to natural
gas prices, historically weak reserve replacement metrics, and
high leverage," said Standard & Poor's credit analyst Marc D.
Bromberg. The ratings also reflect the company's decent
reserve life metrics relative to other onshore Gulf based E&P
companies and a liquidity position which should enable the company
to fund planned 2011 capital expenditures and bolt-on
acquisitions.

The negative outlook reflects the company's highly leveraged
balance sheet and weak credit protection measures that are
anticipated to deteriorate further over the course of 2011. "We
would consider a negative rating action if the company's liquidity
(combination of cash and revolving credit facility availability)
falls below $25 million," S&P noted.

A revision of the outlook to stable would require an improvement
in the company's liquidity profile and development of a more
consistent track record in production and reserve growth.


MINOR FAMILY: Status Hearing on Funding of Debtor Moved to May 23
-----------------------------------------------------------------
Upon the behest of Minor Family Hotels, LLC, the U.S. Bankruptcy
Court has continued the status hearing on funding of the Debtor to
May 23, 2011, at 11:00 a.m. at Courtroom 200, 255 West Main
Street, in Charlottesville, Virginia.  The status hearing was
previously set for April 18.

As previously reported by the Troubled Company Reporter, the
Debtor stated that its case was to be determined in great part by
the litigation in Georgia.  The Georgia Action is captioned,
Specialty Finance Group, LLC v. Minor Family Hotels, LLC, Adv.
Pro. No. 10-06112 (Bankr. W.D. Va) (action for breach of contract
and fraud initially filed in the State Court of Fulton County,
Georgia).

District Court Judge Norman K. Moon affirmed a bankruptcy court
order remanding the subject Adversary Proceeding to the State
Court of Fulton County, Georgia.

The dispute arises out of a construction loan agreement for a
$23.6 million loan entered into by lender Specialty Finance Group,
and by the Debtor for the purpose of funding the construction and
development of a hotel on the downtown mall in Charlottesville,
Virginia.  The Lender alleges that because events of default
occurred, it rightfully accelerated all amounts due under the loan
and guaranty and sought those amounts from the Debtor and Halsey
Minor as owners.  The Owners allege that the Lender wrongfully
failed to fund the loan and illegally colluded with developer
Hotel Charlottesville, LLC, Lee Danielson, and general contractor
Clancy & Theys Construction Company.

                        About Minor Family

Charlottesville, Virginia-based Minor Family Hotels, LLC, is the
owner of the Landmark Hotel project in downtown Charlottesville,
Virginia.  Minor Family filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Va. Case No. 10-62543) on September 1, 2010.
Benjamin Webb King, Esq., at Woods Rogers Hazlegrove, serves as
bankruptcy counsel.  Minor Family estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.

As reported by the Troubled Company Reporter on September 3, 2010,
Dow Jones' DBR Small Cap said Minor Family Hotels filed for
Chapter 11 protection to resolve "burdensome" lawsuits that have
delayed the hotel's construction.  Eight lawsuits have been filed
in connection with the project.


MORTGAGES LTD: Greenberg Atty. Seeks Exit from Malpractice Suit
---------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that Greenberg Traurig LLP
shareholder Robert S. Kant told an Arizona federal judge Monday he
is under no tolling agreement with ML Servicing Co. Inc., the
successor to bankrupt loan servicer Mortgages Ltd., and that its
malpractice suit targeting him is time-barred.

Law360 says Mr. Kant, a Phoenix-based corporate shareholder
accused by ML Servicing of failing to notify it about a fraud
being committed by Radical Bunny LLC, made the filing alongside a
separate answer to dismiss lodged by Greenberg Traurig .

                        About Mortgages Ltd.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. faced lawsuits filed by Grace Communities and
Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presided over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.

Mortgages Ltd. was reorganized pursuant to a plan that was
confirmed by the Bankruptcy Court on March 20, 2009.  As part of
the Plan, ML Manager LLC was created to manage and operate the
loans in the portfolio.  The original investors for the most part
transferred their interests to 49 separate Loan LLC's.  A number
of investors, referred to as "pass through investors" did not
transfer their interests.  As part of the Plan, ML Manager took
out $20 million in exit financing to help keep the company afloat
during the reorganization.


MP-TECH AMERICA: Bankr. Administrator Forms Creditors Committee
---------------------------------------------------------------
The Bankruptcy Administrator of the U.S. Bankruptcy Court for the
District of Alabama recommended six creditors to serve on an
Official Committee of Unsecured Creditors of MP-Tech America LLC.

The members of the Committee:

   a) EXIM Bank
      c/o Derek Meek
      Burr & Forman, LLP
      420 North 20th Street, Suite 3400
      Birmingham, AL 35203
      Tel: (205) 458-5471

   b) Venture Express
      Sonya Tate
      P.O. Box 1000, Dept. 95
      Memphis, TN 38148
      Tel: (615) 793-9500 ext. 125

   c) Woori Bank
      Si-Young Heo
      245 Park Avenue, 43rd floor
      New York, NY 10167
      Tel: (212) 949-1900

   d) Sunkyoung
      Byung Gyoo Min
      4541 Baldwin Avenue
      Montgomery, AL 36108
      Tel: (334) 782-1955

   e) ICS & M, Inc.
      David McNeil
      P.O. Box 8102
      Columbus, GA 31908
      Tel: (706) 568-0699

   f) Midsouth Employee Services, Corp.
      Myung Jun Kim
      5950 Carmichael Place, Suite 210
      P.O. Box 716
      Montgomery, AL 36117
      Tel: (334) 215-2211

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 MP-Tech America

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.


MP-TECH AMERICA: Has Until May 13 to File Schedules & Statements
----------------------------------------------------------------
The Hon. Dwight H. William, Jr., of the U.S. Bankruptcy Court for
the Middle District of Alabama extended until May 13, 2011, for
MP-Tech America LLC to file its schedules of assets and
liabilities, and statements of financial affairs.

                       About MP-Tech America

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.


MSX INTERNATIONAL: Moody's Downgrades CFR to 'Caa2' From 'Caa1'
---------------------------------------------------------------
Moody's Investors Service downgraded MSX International, Inc.'s
corporate family rating to Caa2 from Caa1, the probability of
default rating to Caa2 from Caa1, and the rating on the $205
million 12.5% senior secured notes due 2012 to Caa1 from B3. The
ratings outlook remains negative.

These ratings were downgraded:

   MSX International, Inc.

   -- Corporate family rating to Caa2 from Caa1;

   -- Probability of default rating to Caa2 from Caa1.

   MSX International Business Services France, SAS, MSX
   International UK PLC, and MSX International GmbH

   -- $205 million 12.5% senior secured notes due 2012 to Caa1
      (LGD3, 33%) from B3 (LGD3, 43%).

RATINGS RATIONALE

The downgrade and negative outlook reflect maturities becoming
near-term with the $205 million senior secured notes due April 1,
2012 and the $30 million senior credit facility due January 2,
2012 (unrated). While MSX's operating performance has improved in
recent periods, Moody's is concerned that these improvements may
not be sufficient to accommodate a refinancing of its capital
structure, thus heightening the risk of a potential debt
restructuring. Moody's views liquidity as weak given the
aforementioned debt maturities, although likely sufficient to meet
short-term operational needs.

MSX's Caa2 CFR reflects significant refinancing risk, high
leverage, and weak interest coverage. However, the CFR derives
limited support from the company's improved operating performance
supported by a recovery in the global automotive industry, long-
standing customer relationships, a highly variable cost structure
(as evidenced by the maintenance of margins through the downturn),
and good geographic diversification.

A distressed exchange or payment default could result in a ratings
downgrade.

The ratings could be upgraded if MSX timely refinances near-term
debt maturities.

The principal methodology used in this rating was Global Business
& Consumer Service Industry Rating Methodology published in
October 2010.

Headquartered in Warren, Michigan, MSX International, Inc. is a
global provider of outsourced integrated business solutions,
focused primarily on warranty management, dealer process
improvement, and human capital solutions, to automobile and truck
OEMs, dealers, suppliers, and ancillary service providers in
Europe, the Americas and Asia-Pacific.


MT JORDAN: Seeks June 30 Plan Filing Exclusivity Extension
----------------------------------------------------------
Mt. Jordan Limited Partnership asks the Hon. R. Kimball Mosier of
the U.S. Bankruptcy Court for the District of Utah to extend its
exclusive periods to:

   (a) file a Chapter 11 plan, through and until June 30, 2011;
       and

   (b) solicit acceptances for that plan through and until
       August 31, 2011.

Steven C. Strong, Esq., at Parsons Kinghorn Harris, in Salt Lake
City, -- scs@pkhlawyers.com -- argues that extension of the
Exclusive Periods is warranted because, among other things:

   (1) This is a fairly large Chapter 11 case, and it makes
       practical sense for the Debtor to propose its Plan after it
       knows how the Sale Motion is resolved by the Court.

   (2) This is not a case which has been pending for a significant
       period.  Only 119 days have passed since the Petition Date.
       This is the Debtor's first request to extend the Exclusive
       Periods, and the Debtor is requesting an extension of only
       approximately 85 days.  Even if the Debtor uses the full
       extended Exclusive Periods, the Debtor projects that the
       Plan still will be confirmed prior to the one year
       anniversary of the Petition Date.

   (3) The Debtor actively has been pursuing its options and
       negotiating with creditors and equity security holders.

   (4) Because of significant default interest accruing in favor
       of Zions Bank on a loan secured by approximately 145 acres
       of the Debtor's property, it is important for the Debtor to
       sell the property securing that loan promptly in this
       Chapter 11 case prior to filing and obtaining approval of
       the Plan.  This unresolved issue affects the Debtor's
       ability to reorganize under a Plan.

   (5) Unresolved questions affect the Debtor's ability to
       reorganize.

   (6) The Debtor has acted diligently in resolving these issues.
       The Debtor engaged in extensive negotiations with both
       Zions Bank and with Porter's Point, LLC, its principal
       unsecured creditor.  The Debtor also engaged in extensive
       discussions and negotiations with several prospective
       purchasers of portions of its real property, resulting in
       the sale agreement for which approval is sought in the Sale
       Motion.

   (7) Allowing the Debtor to retain its exclusive right to file
       its Plan, after the Sale Motion is resolved, will allow the
       Debtor to preserve the going concern value of its assets,
       which can only benefit the Debtor's creditors and equity
       holders.

   (8) There is no evidence that extending the Exclusive Periods
       will harm the Debtor's creditors, equity security holders,
       or its Chapter 11 estate.

The Court will consider the Debtor's request on May 9, 2011 at
01:30 p.m.  Objections are due April 28.

                          About Mt. Jordan

Mt. Jordan Limited Partnership, in Draper, Utah, filed for Chapter
11 bankruptcy (Bankr. D. Utah Case No. 10-37050) on Dec. 9, 2010,
Judge R. Kimball Mosier presiding.  Steven C. Strong, Esq. --
scs@pkhlawyers.com -- at Parsons Kinghorn Harris PC, serves as
bankruptcy counsel.  The Debtor estimated its assets at $10
million to $50 million and debts at $1 million to $10 million.


NEW LIFE: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------
Debtor: New Life Missionary Baptist Church
        6400 West Fuqua
        Missouri City, TX 77489

Bankruptcy Case No.: 11-33776

Chapter 11 Petition Date: May 2, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

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

Scheduled Assets: $3,213,040

Scheduled Debts: $1,897,171

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-33776.pdf

The petition was signed by Thomas Murray, pastor.


NLC UNITRUST: Seeks Approval of Ciardi Ciardi as Counsel
--------------------------------------------------------
N.L.C. Unitrust Partners seeks permission from the U.S. Bankruptcy
Court for the District of Delaware to employ Ciardi Ciardi & Astin
as its counsel nunc pro tunc to Jan. 31, 2011, and to substitute
Ciardi for its current counsel.

As the Debtor's counsel, Ciardi will:

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

   (b) provide legal advice with respect to the Debtor's powers
       and duties as debtor-in-possession in the continued
       operation of its businesses and management of its
       properties;

   (c) negotiate, prepare and pursue confirmation of a plan and
       approval of a disclosure statement;

   (d) prepare on behalf of the Debtor, as debtor in possession,
       necessary motions, applications, answers, orders, reports,
       and other legal papers in connection with the
       administration of the Debtor's estate;

   (e) appear in Court and to protect the interest of the Debtor
       before the Court;
   (f) assist with any disposition of the Debtor's assets, by sale
       or otherwise; and

   (g) perform all other legal services in connection with this
       Chapter 11 case as may reasonably be required.

Ciardi's hourly rates range from $225 to $525 per hour for
attorneys and from $120 to S180 per hour for paraprofessionals.

The Debtor will also reimburse Ciardi for expenses it incurred or
will incur.

Albert A. Ciardi, III, Esq., a partner at Ciardi --
aciardi@ciardilaw.com -- maintains that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The Court will consider the Debtor's application on May 18, 2011
at 3:00 p.m.  Objections are due May 11.

Sedona, Arizona-based N.L.C. Unitrust Partners filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 10-14074) on
Dec. 15, 2010.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million at the Petition
Date.  Ciardi Ciardi & Astin is retained as counsel to the Debtor.


NYC BALLET: Sees $6 Million Deficit for 2010-2011 Season
--------------------------------------------------------
Philip Boroff, Bloomberg News writer in New York, reports that the
New York City Ballet projects a $6 million deficit for the 2010-
2011 season, according to spokesman Rob Daniels.

Bloomberg reports Mr. Daniels wrote in an e-mail that the ballet
has run deficits since 2003 and aims to balance its budget within
three to five years.  He added that the ballet has sought to
appeal to new audiences with a marketing campaign introduced last
year.

Bloomberg notes the dancers have been without a contract since
August 2010 and without a pay increase since 2008.

Alan Gordon, executive director of the American Guild of Musical
Artists, which represents the dancers, said Peter Martins, ballet
master in chief, has presided over poor scheduling, hefty overtime
and advertising geared to people who are already ballet diehards.

"Its marketing strategy is 25 years out of date," said Mr. Gordon.


NYC OPERA: Board Discussed Bankruptcy Filing "In Passing"
---------------------------------------------------------
Philip Boroff, Bloomberg News writer in New York, reports that
members of the board of Lincoln Center's New York City Opera have
discussed bankruptcy in passing, according to one trustee, who
spoke on condition of anonymity.

According to Bloomberg, New York City Opera posted its fourth
consecutive annual deficit and had an endowment of around
$10 million, down from $64.5 million a decade earlier.  Bloomberg
further reports NYCO Chairman Charles R. Wall, the former general
counsel of Altria Group Inc., and vice chairman of Philip Morris
International, projected a deficit of $5 million this season --
its fourth consecutive shortfall, totaling about $31 million since
2007.

Bloomberg reports that Alan Gordon, executive director of the
American Guild of Musical Artists, which represents City Opera
singers, said in an interview, "According to the company, there
will be a drastic change in the way they produce opera." He added,
"I suspect there will be much less work."

Bloomberg notes the union's contract with the opera expired on
Friday.  Mr. Gordon said the opera indicated it can't bargain
until it reviews its budget for next season.  However, he regards
an imminent bankruptcy as unlikely, in part because legal fees
would be burdensome.

According to Bloomberg, Mr. Gordon also said the City Opera has
been "grossly mismanaged."  Bloomberg notes productions rarely
fill more than 40% of the Koch Theater.  Mr. Gordon blamed
misguided programming for the company's woes.

Bloomberg recounts that when NYCO's board received permission to
withdraw $24 million from its endowment, it told the office of the
attorney general in New York that it planned to repay as much as
$2 million by mid-2010.  That did not happen, and the company has
no plans to begin repayment this year either, according to records
released by the AG.

Bloomberg says Maggie McKeon, a City Opera spokeswoman, didn't
return calls for comment.  In an e-mail she wrote that Mr. Wall
was unavailable.


OPTI CANADA: Incurs C$27-Mil. First Quarter Net Loss
----------------------------------------------------
OPTI Canada Inc. reported a net and comprehensive loss of C$26.59
million on C$63.06 million of revenue for the three months ended
March 31, 2011, compared with a net and comprehensive loss of
C$41.42 million on C$50.37 million of revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2011 showed C$4.02
billion in total assets, C$2.93 billion in total liabilities and
C$1.09 billion in total equity.

"Upgrader units at Long Lake continue to perform well and we
continue to learn more about our reservoir.  Although first
quarter bitumen production was less than expected, we have both
near and long term plans in place to increase our production,"
said Chris Slubicki, President and Chief Executive Officer of
OPTI.  "Our long-term outlook for field operations remains
positive but we recognize that production issues take time to
address."

"Corporately, the remainder of 2011 is a pivotal time for OPTI.
We will work to conclude our strategic alternatives review to
address our balance sheet," commented Slubicki.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/0d4Oqo
A full-text copy of the financial statements filed with the U.S.
Securities and Exchange Commission is available for free at
http://is.gd/cFLW77

                         About OPTI Canada

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  OPTI's common shares trade on
the Toronto Stock Exchange under the symbol OPC.

The Company reported a net loss and comprehensive loss of C$273.82
million on C$249.80 million of revenue for the year ended December
31, 2010, compared with a net loss and comprehensive loss of
C$306.16 million on C$143.84 million of revenue during the prior
year.

                           *     *     *

OPTI Canada carries a 'CCC+' long-term corporate credit rating
from Standard & Poor's Ratings Services.  It has a 'Caa2'
corporate family rating from Moody's Investors Service.

"S&P base its decision to lower the ratings on the increasing
financing burden associated with OPTI's debt and the widening gap
between potential cash flow generation, and financing and spending
obligations," said Standard & Poor's credit analyst Michelle
Dathorne in August 2010, to explain S&P's downgrade of the
corporate rating to 'CCC+' from 'B-'.  "Our estimates of the
operating cash flows necessary for the company to fund all
required financing obligations and capital spending internally
provide no allowances for production shortfalls or commodity-price
weakness from now until 2012.  This lack of financial flexibility
is characteristic of a credit profile in the 'CCC' category," Ms.
Dathorne added.

In the Dec. 17, 2010 edition of the TCR, Standard & Poor's said it
lowered its long-term corporate credit rating on OPTI Canada Inc.
to 'CCC-' from 'CCC+'.  The outlook is negative.  At the same
time, Standard & Poor's lowered its senior secured debt rating on
OPTI's secured revolving credit facility and first lien debt to
'CCC+' from 'B', and its senior secured debt rating on the second-
lien obligations to 'CCC' from 'B-'.  The '1' recovery rating on
the company's secured revolving credit facility and first-lien
debt and the '2' recovery rating on the second-lien debt are
unchanged.

The ratings on OPTI reflect Standard & Poor's view of the
company's high leverage, forecast weak cash flow profile, and the
opportunity costs associated with ongoing production shortfalls
because operating efficiency continues to deviate from S&P's
expectations.  S&P believes that somewhat offsetting these
weaknesses are the long-term growth prospects inherent in the Long
Lake in-situ project's and OPTI's other oil sadns leases' large
resource base; and the potential to achieve a competitive cost
profile (which includes total operating and sustaining capital
spending) when the project can hit and sustain production levels
at design capacity.


ORLEANS HOMEBUILDERS: Settles Dispute with Former CEO Over Salary
-----------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that Orleans
Homebuilders Inc. and its former chief financial officer reached a
settlement Monday in a dispute in Delaware bankruptcy court over
roughly $1.3 million in compensation the executive sought from the
company.

Under the agreement, Garry P. Herdler will receive $131,000 in
post-petition salary and a portion of $575,000 in allowed general
unsecured claims.  The former CFO initially sought more than $1
million under his employment contract and approximately $300,000
in administrative and unsecured claims from Orleans, according to
Law360.

                     About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  Gerard S. Catalanello, Esq., and James J. Vincequerra,
Esq., at Duane Morris LLP, in New York; Lawrence J. Kotler, at
Duane Morris LLP, in Philadelphia, Pennsylvania; and Richard W.
Riley, Esq., and Sommer L. Ross, Esq., at Duane Morris LLP, in
Wilmington, Delaware, serve as counsel to the Official Committee
of Unsecured Creditors.

The Company estimated assets and debts at $100 million to
$500 million as of the Petition Date.

Orleans Homebuilders, Inc., in February 2011 completed its
financial reorganization and emerged from Chapter 11 protection as
a newly reorganized company.  Orleans emerged with $160 million in
new financing, including a $30 million revolving credit facility.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Orleans Homebuilders Inc. to 'B-' from 'D' and assigned
a 'B-' issue-level rating to the company's $130 million secured
term loan.  S&P also assigned a '3' recovery rating on the secured
term loan, indicating its expectation for a meaningful (50%-70%)
recovery in the event of a payment default.  The outlook is
stable.


P&C POULTRY: Seeks Extension of Exclusive Plan Filing to Aug. 23
----------------------------------------------------------------
P&C Poultry Distributors, Inc. and its debtor affiliates are
asking the U.S. Bankruptcy Court for the Central District of
California to grant them more time to exclusively file a Chapter
11 plan through Aug. 23, 2011, and to exclusively solicit
acceptances for that plant through Oct. 24, 2011.

The Debtors relate that they have identified a potential stalking
horse bidder for their assets and expect to be able to propose an
exit transaction very soon.

Based on this current timeline, the Debtors anticipate to be in a
position to propose a Chapter 11 plan by the end of the second
quarter of 2011.

Moreover, the Debtors aver that they need the additional time to
fully evaluate claims asserted against their estates, and in an
attempt to propose a consensual plan, to negotiate with various
stakeholders in the hopes of resolving pending issues that could
otherwise stall confirmation of the plan.

              About P&C Poultry and Custom Processors

City of Industry, California-based P&C Poultry Distributors, Inc.,
and its affiliate Custom Processors, Inc., are a further processes
and distributes processed poultry products operating out of a
U.S.D.A.-certified facility in the City of Industry, California.
P&C produces value-added frozen and fresh poultry products for
re-sale to major fast food restaurant chains and casual dining
services, including CKE Restaurants, Inc. (Carl's Jr., Hardee's),
Yum! Brands, Inc. (KFC, Taco Bell), the Carlson Companies (Pickup
Stix, T.G.I. Friday's) and Daphne's Greek Cafe.

P&C filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif.
Case No. 10-46350) on Aug. 27, 2010.  Brian L. Davidoff, Esq.,
C. John M. Melissinos, Esq., David Y. Joe, Esq., and Claire E.
Shin, Esq., at Los Angeles, Calif., represent the Debtors.  The
Debtor estimated assets and debts at $10 million to $50 million.
Custom Processors filed a separate Chapter 11 petition on the same
day. The cases are jointly administered.

Scott Blakeley, Esq., at Blakely & Blakeley LLP, in Irvine,
Calif., represents the creditors' committee.


P&C POULTRY: Withdraws Proposed Bidder Protections for Balmoral
---------------------------------------------------------------
P&C Poultry Distributors, Inc. and Custom Processors, Inc. filed a
motion in late March 2011 for the approval of certain procedures
set forth in a letter of intent agreement they entered into with
Balmoral Advisors, LLC in connection with a potential sale of the
Debtors' assets.  However, barely a month after the filing, the
Debtors said they intend to withdraw the Motion.

The Debtors said they reached upon the withdrawal decision upon
discussions with East West Bank and the Official Committee of
Unsecured Creditors.

The Stalking Horse Bidder Protections were designed to induce
Balmoral to dedicate the significant time and resources necessary
to perform diligence on the Debtors and potentially enter into
definitive documents to acquire the assets and specified
liabilities of the Debtors.

The specific provisions of the LOI for which the Debtors sought
court approval include the requirements to pay a break-up fee to
Balmoral, to reimburse its reasonable out-of-pocket expenses, and
to provide other initial bidder or "stalking horse" protections,
including a limited exclusive due diligence period.

The proposed break-up fee was $350,000 and the proposed
reimbursement of actual and reasonable document due diligence
expenses is up to $250,000.

The Debtors earlier noted that they filed the Motion in
furtherance of an exit transaction they contemplated.

              About P&C Poultry and Custom Processors

City of Industry, California-based P&C Poultry Distributors, Inc.,
and its affiliate Custom Processors, Inc., are a further processes
and distributes processed poultry products operating out of a
U.S.D.A.-certified facility in the City of Industry, California.
P&C produces value-added frozen and fresh poultry products for
re-sale to major fast food restaurant chains and casual dining
services, including CKE Restaurants, Inc. (Carl's Jr., Hardee's),
Yum! Brands, Inc. (KFC, Taco Bell), the Carlson Companies (Pickup
Stix, T.G.I. Friday's) and Daphne's Greek Cafe.

P&C filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif.
Case No. 10-46350) on Aug. 27, 2010.  Brian L. Davidoff, Esq., C.
John M. Melissinos, Esq., David Y. Joe, Esq., and Claire E. Shin,
Esq., at Los Angeles, Calif., represent the Debtors.  The Debtor
estimated assets and debts at $10 million to $50 million.  Custom
Processors filed a separate Chapter 11 petition on the same day.
The cases are jointly administered.

Scott Blakeley, Esq., at Blakely & Blakeley LLP, in Irvine,
Calif., represents the creditors' committee.


PACIFIC DEVELOPMENT: Wants to Hire Draney as Accountants
--------------------------------------------------------
Pacific Development, L.C., seeks permission from the U.S.
Bankruptcy Court for the District of Utah to employ Draney
Accounting & Diversified Service, Inc. to provide it advice in all
accounting issues, including tax matters, during the pendency of
its bankruptcy case.

The Debtors also seeks approval, nunc pro tunc, for the payment of
Draney in the net amount of $4,450 for postpetition accounting
services rendered in 2010.

Cyril Draney of Draney Accounting assures the Court that the firm
neither holds nor represents any interest adverse to the Debtor's
estate.

                     About Pacific Development

Provo, Utah-based Pacific Development, L.C., is the obligor on and
owner of various real estate development loans for properties
primarily located in Payson, Salem, Springville and Harrisburg,
Utah.  The Company filed for Chapter 11 protection (Bankr. D. Utah
Case No. 10-22754) on March 10, 2010.  Danny C. Kelly, Esq. at
Stoel Rives LLP represents 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.

The Official Committee of Unsecured Creditors is represented by
David P. Billings and J. Thomas Beckett at Parsons, Behle &
Latimer, P.C.


PACIFIC MESA: Second Lien Lender Proposes Own Reorganization Plan
-----------------------------------------------------------------
Workers Realty Trust II, L.P., a secured creditor of Pacific Mesa
Studio, LLC, delivered to the U.S. Bankruptcy Court for the
Central District of California a proposed reorganizing plan for
the Debtor and an accompanying disclosure statement.

Workers Realty seeks to accomplish payments under the Plan by
restructuring the Debtor's indebtedness to the Amalgamated Bank of
New York, the Debtor's First Lien Lender, who has filed a $82.6
million claim against the Debtor.

Workers Realty is the Debtor's Second Lien Lender.  The proposed
Plan provides that Workers Realty will retain its liens, claims,
and interests in the New Markets Tax Credit Proceeds.

The claim of Workers Realty is also secured by the Old Membership
Interests in the Debtor which where pledged to Workers by Old
Members Harold Katersky and Dana Arnold.

The Plan also contemplates that the adversary proceeding commenced
by the Debtor against Workers Realty, et al., will be dismissed
with prejudice.  The complaint alleged that the lender defendants
exerted undue control and influence over the Debtor, and acted in
concert with and encouraged certain of the Debtor's insiders to
harm the Debtor.

The Plan sets forth Workers Realty's proposal for: (i) the funding
of distributions under the Plan, including through new capital
contributions to be made by the New Member, cash on hand as of the
Effective Date, and the Exit Financing Facility, if any; (ii) the
continuation of the Debtor's operations by the Reorganized Debtor;
(iii) the treatment of Allowed Claims against the Debtor; (iv) the
termination of the existing Equity Interests in the Debtor; and
(v) the issuance of New Membership Interests in the Reorganized
Debtor.

Holders of General Unsecured Claims will receive their pro rata
share of GUC cash.

The New Membership Interests in the Reorganized Debtor will be
issued to ABQ Studio Investors, LLC, in its capacity as the New
Member.

Workers Realty proposes to replace current management with Raleigh
Entertainment Holdings, LLC, as the New Manager of the Debtor's
Albuquerque Studios under the Plan.

It is anticipated that the Plan Effective Date will occur in July
2011.

A full-text copy of the Disclosure Statement filed by Workers'
Realty is available for free at:

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

                      Status of Debtor's Plan

The Debtor filed its own Plan on Oct. 15, 2010 and the Court
approved the Disclosure Statement accompanying the Plan, with
certain modifications stated on the record.  A confirmation
hearing was originally set for Feb. 24 and 25, 2011.  But the
Court, on Jan. 4, 2011, lifted the preliminary injunction and
permitted Workers Realty to proceed with its foreclosure sale
against the Old Membership Interests.  On the same day, the Court
terminated the Debtor's exclusive plan filing and solicitation
periods.  The Court also suspended the confirmation hearings in
connection with the Debtor's Plan.

                        About Pacifica Mesa

Agoura Hills, California-based Pacifica Mesa Studios, LLC, dba
Albuquerque Studios and ABQ Studios, is a California limited
liability company that was formed for the purpose of developing
and running a state-of-the art production complex in Albuquerue,
New Mexico.  The Debtor is owned on a 50/50 basis by members
Harold Katersky and Dana Arnold.  The Debtor is the largest film
studio in New Mexico.  The Debtor filed for Chapter 11 bankruptcy
protection on July 20, 2010 (Bankr. C.D. Calif. Case
No. 10-18827).  Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
assists the Debtor in its restructuring effort.  The Debtor
estimated $50 million to $100 million in assets and $100 million
$500 million in liabilities in its Chapter 11 petition.


PARIS TEXAS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Paris Texas Lodging LLC
        aka LaQuinta Inn & Suites
        4969 Ambrosia
        Keller, TX 76244

Bankruptcy Case No.: 11-42654

Chapter 11 Petition Date: May 2, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: John J. Gitlin, Esq.
                  LAW OFFICES OF JOHN J. GITLIN
                  5323 Spring Valley Road, Suite 150
                  Dallas, TX 75254
                  Tel: (972) 385-8450
                  Fax: (972) 385-8460
                  E-mail: johngitlin@gmail.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 Yuhanna Sherriff, member.


PENTON MEDIA: S&P Raises Corporate Credit Rating to 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York City-based U.S. business-to-business media
company Penton Business Media Holdings Inc., which S&P rates on a
consolidated basis with Penton Media Inc. and Penton Business
Media Inc., to 'B-' from 'CCC+'. The rating outlook is stable.

"In conjunction with the corporate credit rating raise, we also
raised our issue-level rating on co-borrowers Penton Media Inc.'s
and Penton Business Media Inc.'s senior secured first-lien debt to
'B-' (the same level as the corporate credit rating on the
company) from 'CCC+'. The recovery rating on this debt remains at
'4', indicating our expectation of average (30% to 50%) recovery
for lenders in the event of a payment default," S&P stated.

"Our 'B-' rating on the business-to-business trade show operator
and publisher reflects our expectation that discretionary cash
will recover because of lower cash interest expense as swaps roll
off, contributing to adequate liquidity over the near-term," said
Standard & Poor's credit analyst Tulip Lim. "The rating also
incorporates our expectation that Penton's EBITDA coverage of
interest will remain weak and its debt leverage will remain high."

The rating outlook is stable, reflecting Standard & Poor's
expectation that discretionary cash flow and EBITDA coverage of
interest expense will improve, and that liquidity and compliance
with financial covenants will remain adequate over the near-term.



PENZANCE CASCADES: Garrison Sale to Pay Creditors in Full
---------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorized Penzance Cascades North,
LLC and its debtor affiliates to sell substantially all of their
assets -- consisting of four office buildings located in Reston,
Virginia -- to newly formed affiliates of Garrison Investment
Group LP.

The sale to Garrison is in connection with the refinancing
existing mortgage loan currently in the principal amount of
$107,000,000 encumbering the properties.  In order to close the
refinancing, the refinancing lenders have conditioned that the
properties be sold to Garrison.

Proceeds from the sale (which consist of the proceeds of the
Refinancing and an additional equity infusion from Garrison) are
more than sufficient to pay all creditors of the Debtors in full -
-- including the lenders under the mortgage loan -- and to
completely satisfy all administrative liabilities incurred by the
Debtors during their chapter 11 cases, including payment of all
fees of the Office of the United States Trustee.  The sale,
according to the Debtors, therefore paves the way for an expedited
conclusion to the Chapter 11 cases.

Under the terms of the refinancing, the purchaser will borrow
$60,000,000 from the Post-Sale Lenders.  In addition, Garrison
will make an equity investment in the Purchaser in the amount of
$40,000,000.  The combined proceeds will then be used by the
Purchaser to purchase the Debtors' properties.

Green Loan Services LLC, the special servicer of the mortgage
loan, previously opposed the sale but has subsequently withdrawn
the objection.  In his order, Judge Gerber directed the Debtors to
pay in cash, in full satisfaction and discharge of any
obligations, the Debtors' debts and liabilities to the Pre-Sale
Lenders and the Special Servicer (i) $113,925,731, less bi-weekly
interest payments previously made to the Pre-Sale Lenders for
$209,612, plus (ii) any and all accrued and unpaid interest, at a
per diem rate of $19,822, accruing from March 30, 2011 through the
Closing Date.

Judge Gerber also directed the Debtors to deposit cash for
$1,000,000 into a newly created, segregated and interest bearing
account.  The funds in the Wind Down Account will be used to
satisfy any Wind Down Expenses as well as any reasonable fees and
expenses incurred by the Pre-Sale Lenders from March 30, 2011,
through the Closing Date for which the Debtors are liable pursuant
to the terms of the Loan Agreement.

                     About Penzance Cascades

Penzance Cascades North LLC, along with affiliates, filed for
bankruptcy protection in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-16643).  The affiliates that filed are Penzance Cascades West
LLC (Bankr. S.D.N.Y. Case No. 10-16644), Penzance Parkridge Two,
LLC (Case No. 10-16645) and Penzance Parkridge Five, LLC (Case No.
10-16646).

The Penzance entities own office buildings in Reston, Virginia.
They filed Chapter 11 petitions on Dec. 15, 2010, to head off
foreclosure the next day.  The properties, whose ultimate owner is
a fund managed by Garrison Investment Group, owe $107 million on a
mortgage where $67.5 million of the debt is now held in a
securitization.

Penzance Cascades North, owner of a five-story building in Reston,
Virginia, estimated assets of $10 million to $50 million and debt
of $100 million to $500 million.

Harvey A. Strickon, Esq., at Paul, Hastings, Janofsky & Walker
LLP, in New York, serves as counsel to the Debtors.


PENZANCE CASCADES: Seeks to Dismiss Chapter 11 Cases
----------------------------------------------------
Penzance Cascades North, LLC and its debtor affiliates was
scheduled to ask the Bankruptcy Court at a hearing on May 3 to
enter an order for an orderly dismissal of their Chapter 11 cases
and for payment of all claims paid in full.

On April 1, 2011, the Debtors consummated the sale of
substantially all of their assets to an affiliated, non-debtor
entity.  The proceeds from the sale enabled the Debtors to
concurrently satisfy in full their existing mortgage loan, in the
principal amount of $107,000,000, as contemplated by the Sale
Order.

The Debtors' sole remaining assets are $3,400,000 in cash
deposited in a segregated bank account maintained by the Debtors,
which will be used to satisfy all remaining claims against the
Debtors, including administrative claims, priority claims, general
unsecured claims, and the fees of the U.S. Trustee for Region 3.
The Wind Down Funds are more than sufficient to pay all of the
Debtors' remaining obligations in full.

Harvey A. Strickon, Esq., at Paul, Hastings, Janofsky & Walker
LLP, in New York, points out that satisfaction of the Debtors'
remaining obligations is all that is left to accomplish in these
Chapter 11 cases.  The most efficient and economical means for the
Debtors to do so, and to quickly exit from these Chapter 11 cases,
is through the dismissal of the Debtors' Chapter 11 cases, he
asserts.  He reminds the Court that the Debtors intended to and
would refinance the Mortgage Loan and then seek that the Debtors'
bankruptcy cases be dismissed.

For the above reasons, the Debtors believe there is sufficient
cause to dismiss their Chapter 11 cases as set forth in the
proposed Dismissal Order:

   (a) Ratification of Transactions and Survival of Orders Entered
       in these Chapter 11 cases.  All transactions consummated by
       the Debtors as authorized by the Court or the Bankruptcy
       Code during the Debtors' Chapter 11 cases will be ratified.
       All orders entered in the Debtors' Chapter 11 cases,
       including without limitation the Sale Order, will remain
       effective after the dismissal of the Debtors' Chapter 11
       cases.

   (b) Administrative Claims.  All legal, equitable and
       contractual rights of holders of claims against the Debtors
       for costs and expenses of administration arising under
       Section 503(b)(1) or 507(b) of the Bankruptcy Code will
       remain unaltered by the Dismissal Order.  The Debtors will
       be authorized to pay all Administrative Claims in full.

   (c) Other Claims.  All legal, equitable and contractual rights
       of holders of claims against the Debtors other than claims
       arising under the Mortgage Loan and Administrative Claims
       will remain unaltered by the Dismissal Order.  The Debtors
       will be authorized to pay all Other Claims in full.

   (d) U.S. Trustee Fees.  The Debtors will be authorized to pay
       all required fees of the U.S. Trustee pursuant to Section
       1930(a)(6) of Title 28 of the U.S. Code.

   (e) Professionals Fees and Expenses.  The Debtors will be
       authorized to pay all fair and reasonable fees and expenses
       incurred by professionals retained by the Debtors during
       these Chapter 11 cases without those professionals having
       to file a fee application.

                     About Penzance Cascades

Penzance Cascades North LLC, along with affiliates, filed for
bankruptcy protection in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-16643).  The affiliates that filed are Penzance Cascades West
LLC (Bankr. S.D.N.Y. Case No. 10-16644), Penzance Parkridge Two,
LLC (Case No. 10-16645) and Penzance Parkridge Five, LLC (Case No.
10-16646).

The Penzance entities own office buildings in Reston, Virginia.
They filed Chapter 11 petitions on Dec. 15, 2010, to head off
foreclosure the next day.  The properties, whose ultimate owner is
a fund managed by Garrison Investment Group, owe $107 million on a
mortgage where $67.5 million of the debt is now held in a
securitization.

Penzance Cascades North, owner of a five-story building in Reston,
Virginia, estimated assets of $10 million to $50 million and debt
of $100 million to $500 million.

Harvey A. Strickon, Esq., at Paul, Hastings, Janofsky & Walker
LLP, in New York, serves as counsel to the Debtors.


PENZANCE CASCADES: Garrison Sale to Pay Creditors in Full
---------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorized Penzance Cascades North,
LLC and its debtor affiliates to sell substantially all of their
assets -- consisting of four office buildings located in Reston,
Virginia -- to newly formed affiliates of Garrison Investment
Group LP.

The sale to Garrison is in connection with the refinancing
existing mortgage loan currently in the principal amount of
$107,000,000 encumbering the properties.  In order to close the
refinancing, the refinancing lenders have conditioned that the
properties be sold to Garrison.

Proceeds from the sale (which consist of the proceeds of the
Refinancing and an additional equity infusion from Garrison) are
more than sufficient to pay all creditors of the Debtors in full -
-- including the lenders under the mortgage loan -- and to
completely satisfy all administrative liabilities incurred by the
Debtors during their chapter 11 cases, including payment of all
fees of the Office of the United States Trustee.  The sale,
according to the Debtors, therefore paves the way for an expedited
conclusion to the Chapter 11 cases.

Under the terms of the refinancing, the purchaser will borrow
$60,000,000 from the Post-Sale Lenders.  In addition, Garrison
will make an equity investment in the Purchaser in the amount of
$40,000,000.  The combined proceeds will then be used by the
Purchaser to purchase the Debtors' properties.

Green Loan Services LLC, the special servicer of the mortgage
loan, previously opposed the sale but has subsequently withdrawn
the objection.  In his order, Judge Gerber directed the Debtors to
pay in cash, in full satisfaction and discharge of any
obligations, the Debtors' debts and liabilities to the Pre-Sale
Lenders and the Special Servicer (i) $113,925,731, less bi-weekly
interest payments previously made to the Pre-Sale Lenders for
$209,612, plus (ii) any and all accrued and unpaid interest, at a
per diem rate of $19,822, accruing from March 30, 2011 through the
Closing Date.

Judge Gerber also directed the Debtors to deposit cash for
$1,000,000 into a newly created, segregated and interest bearing
account.  The funds in the Wind Down Account will be used to
satisfy any Wind Down Expenses as well as any reasonable fees and
expenses incurred by the Pre-Sale Lenders from March 30, 2011,
through the Closing Date for which the Debtors are liable pursuant
to the terms of the Loan Agreement.

                     About Penzance Cascades

Penzance Cascades North LLC, along with affiliates, filed for
bankruptcy protection in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-16643).  The affiliates that filed are Penzance Cascades West
LLC (Bankr. S.D.N.Y. Case No. 10-16644), Penzance Parkridge Two,
LLC (Case No. 10-16645) and Penzance Parkridge Five, LLC (Case No.
10-16646).

The Penzance entities own office buildings in Reston, Virginia.
They filed Chapter 11 petitions on Dec. 15, 2010, to head off
foreclosure the next day.  The properties, whose ultimate owner is
a fund managed by Garrison Investment Group, owe $107 million on a
mortgage where $67.5 million of the debt is now held in a
securitization.

Penzance Cascades North, owner of a five-story building in Reston,
Virginia, estimated assets of $10 million to $50 million and debt
of $100 million to $500 million.

Harvey A. Strickon, Esq., at Paul, Hastings, Janofsky & Walker
LLP, in New York, serves as counsel to the Debtors.


PHILADELPHIA ORCHESTRA: Ex-Music Director Paid $693T in 2008-2009
-----------------------------------------------------------------
Philip Boroff, Bloomberg News writer in New York, reports that The
Philadelphia Orchestra paid former music director Christoph
Eschenbach $693,000 to conduct 21 concerts in the 2008-2009
season, according to its latest publicly available tax return.
Chief conductor Charles Dutoit made $1.2 million that season.

Bloomberg also reports that the orchestra has an endowment valued
at about $116 million, according to court papers.

The orchestra is seeking relief from pension obligations and
unfavorable contracts.

                   About Philadelphia Orchestra

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

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  In its petition, Philadelphia Orchestra
estimated $10 million to $50 million in assets and debts.


PHILADELPHIA RITRENHOUSE: U.S. Trustee Appoints Creditors Panel
---------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed an
official committee of unsecured creditors in the Chapter 11 cases
of Philadelphia Rittenhouse Developer, L.P.

The Creditors Committee members are:

1. PZS ARCHITECTS,
   5312 Ridge Avenue,
   Philadelphia, PA 19128,

   ATTN: Michael Skolnick
   Tel: 215-483-1915
   Fax: 215-930-0219

2. DALE CORP.
   70 Limekiln Pike,
   Glenside, PA 19038
   ATTN: William V. McGroarty, Esq.
   Tel: 215-690-0160
   Fax: 215-886-3162

3. TURNER CONSTRUCTION COMPANY,
   1835 Market Street, 21st Floor
   Philadelphia, PA 19103
   ATTN: William Barton, Jr.
   Tel: 215-496-8817
   Fax; 215-496-8841

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 Philadelphia Rittenhouse

Philadelphia Rittenhouse Developer, L.P. is a joint venture
between ARC Properties, Inc., based in Clifton, New Jersey, and
Philadelphia-based Wheeler Brothers Holdings, LLC.  The Company
was formed to develop 10 Rittenhouse Square, a 33-story
condominium building in Philadelphia.

Rittenhouse filed for chapter 11 bankruptcy in response
to an action in Pennsylvania state court seeking to appoint a
receiver for the development project, which was brought by one of
the Company's lenders, iStar Tara, LLC.

Rittenhouse filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
10-31201) on Dec. 30, 2010.  Albert A. Ciardi, III, Esq., at
Ciardi Ciardi & Astin, P.C., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at
$100 million to $500 million.  iStar Tara, LLC is represented in
the chapter 11 case by the firm of Blank Rome LLP.


POINT BLANK: Fails to Wins Nod of Amended Plan Outline at Hearing
-----------------------------------------------------------------
Point Blank Solutions Inc. and its debtor-affiliates sought
approval of the disclosure statement explaining their amended
Chapter 11 plan of reorganization at a hearing on April 21.

Various parties, including the U.S. Trustee, the Securities and
Exchange Commission, and lead plaintiffs in a lawsuit against the
Debtors objected to the Disclosure Statement.

According to the minute entry, the adequacy of the Disclosure
Statement was "Not considered by the Court for the reasons set
forth on the record at the hearing."

A proposed order submitted to the bankruptcy provides that at a
hearing, the bankruptcy judge denied a request by the newly
constituted Official Committee of Equity Holders for a request to
publicly file the redacted portions of its objection to the
Disclosure Statement.

The proposed order also provides that any amended Disclosure
Statement to be filed by the Debtors will contain relevant
information regarding the nature and amount of the claims asserted
by the Debtors, and efforts to preserve such claims, in connection
with the following actions: (i) the Department ofJustice's action
in the United States District Court for the Eastern District of
New York seeking criminal forfeiture of more than $190 million,
including approximately $160 million in seized cash, from David
Brooks and Sandra Hatfield (Case No. 06-cr-0050); (ii) the
Department of Justice's action in the United States District Court
for the Eastern District ofNew York seeking civil forfeiture of
certain assets from David Brooks and Sandra Hatfield (Case No. 10
CV 4750); and (iii) the separate suits by the Securities and
Exchange Commission against David Brooks (No. 07-cv-61526-CMA) and
Dawn M. Schlegel and Sandra 1. Hatfield (No. 06-cv-61251-PA) in
the United States District Court for the Southern District of
Florida wherein the SEC is seeking disgorgement from Debtors'
former CEO David Brooks of approximately $195 million in damages
to compensate the Debtors based on allegations of: ill-gotten
gains; pre-judgment interest; reimbursement of bonuses; and
insider trading profits pursuant to Section 304 of the Sarbanes-
Oxley Act, and civil penalties.

                         The Amended Plan

The Plan contemplates the reorganization and continuation ofthe
Debtors' business through a restructuring of each Debtor's debt
obligations and the generation of new capital through a direct
subscription of new common stock by the Purchasers in the
Reorganized Debtors.  The Direct Subscription, combined with the
Debtors' available cash from operations going forward and exit
financing, if necessary and available, will provide the funding
necessary to consummate the Plan and pay remaining secured and
unsecured creditors in accordance with the terms of the Plan.
All of the prepetition equity Interests in Parent will be deemed
surrendered, and 100% of the equity securities interests in the
Reorganized Parent will be acquired pursuant to the Direct
Subscription.

The Plan contemplates the reorganization of the Debtors'
businesses and the resolution of the outstanding Claims against
and Interests in the Debtors. Generally, the Plan is structured
around three key components:

a) The Direct Subscription:

   In addition to Cash on hand and an Exit Facility, if one
   is necessary and available, the Debtors intend to fund their
   reorganization effort-including the payment of all amounts due
   under the Plan-through the issuance and sale of shares of New
   Common Stock in Reorganized Parent in a minimum amount of
   $15,000,000 and up to a maximum of $25,000,000, a portion of
   which may be in the form of Purchaser Loans of the Plan.  The
   New Common Stock will be sold through a direct subscription of
   shares to the Purchasers or one or more of their Affiliates.

b) The Inter-Debtor Compromise:

   The Plan Proponents have identified several potential Claims,
   Causes of Action and other disputes that may exist between the
   several Debtors, including existing and potential disputes
   regarding:

      i) the value and disposition of Intercompany Claims,

     ii) the valuation ofthe individual Debtor's Estates,

    iii) the individual Debtor's respective ownership interest in
         certain potentially valuable lawsuits,

     iv) the susceptibility oftwo or more ofthe Debtors' Estates
         to substantive consolidation and

      v) the consideration, if any, that should be paid by Parent
         to retain its existing Interests in the Debtor
         Subsidiaries.

   The treatment to be provided under the Plan to each Class of
   Claims against or Interests in the respective Debtors is in
   part a product of a global compromise and settlement of
   these and other potential Claims, Causes of Action and
   disputes that would be costly and time consuming to litigate.
   It is the Plan Proponents' view that the Inter-Debtor
   Compromise is the best way to resolve these disputes, avoid
   the delay and expense of litigating these issues and ensuring
   the equitable treatment ofthe Debtors' Creditors and Interest
   holders.

c) The Recovery Trust:

   Under the Plan, holders of Allowed General Unsecured
   Claims, Allowed Subordinated Unsecured Claims, Allowed Class
   Action Claims and Allowed Old Equity Interests will be issued
   beneficial interests in a Recovery Trust established for the
   purpose of liquidating certain assets and distributing the
   proceeds thereof to the trust beneficiaries and making certain
   disbursements or distributions to the Reorganized Parent.

   Allowed Excess Fee Claims of certain Professionals will also be
   paid out of the proceeds from the Recovery Trust prior to
   payment of trust beneficiaries.  On the Effective Date, the
   Reorganized Debtors will fund a Recovery Trust with rights to
   certain potentially valuable Causes of Action, the proceeds of
   which will be shared with the Reorganized Parent and
   distributed to the beneficiaries of the Recovery Trust in
   accordance with the waterfall provisions.

   In addition, the Recovery Trust will be provided with initial
   funding for litigation and related expenses, and may be
   funded with a portion of the Additional Cash Contribution, in
   which case such amount will be distributed as described in the
   Plan.  The Recovery Trust may also be able to borrow certain
   funds from the Reorganized Parent as described in the Plan.

Under the plan, holders of general unsecured claims, owing
between $40 million and $57 million, are expected to get ratable
proportion of distribution from the recovery trust.  Holders
of subordinated unsecured claim will recover, if any, ratable
proportion of distribution from the recovery trust after general
unsecured holders are paid in full.

A full-text copy of the Disclosure Statement, as amended is
available for free
at http://ResearchArchives.com/t/s?75dd

A full-text copy of the Amended Chapter 11 Plan is available for
free at http://ResearchArchives.com/t/s?75de

                          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.


PREMIER GOLF: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Premier Golf Properties, LP
        dba Cottonwood Golf Club
        3121 Willow Glen Drive
        El Cajon, CA 92019

Bankruptcy Case No.: 11-07388

Chapter 11 Petition Date: May 2, 2011

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Jack F. Fitzmaurice, Esq.
                  FITZMAURICE & DEMERGIAN
                  1061 Tierra del Rey, Suite 204
                  Chula Vista, CA 91910
                  Tel: (619) 591-1000

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

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

The petition was signed by Daryl C. Idler, secretary, Premier Golf
Property Management Inc.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
John Graves                                      $11,500
c/o George L. de la Flor
8355 La Mesa Blvd.
La Mesa, CA 91941

US Foodservice                                   $8,692
P.O. Box 1749
Vista, CA 92085

Seal Electric Inc.                               $7,191
1162 Greenfield Dr.
El Cajon, CA 92021

Pacific Lawn Mower Works                         $6,905

Events with Pizazz!                              $5,882

Otay Water District                              $4,214

Crest Beverage LLC                               $3,308

Tri-City Linen-Banquet                           $3,229

State Water Resources                            $3,168
Control Board

Amerigas                                         $3,082

Otay Water District                              $2,118

Anheuser Busch                                   $1,994

Nike USA                                         $1,990

Otay Water District                              $1,885

Young's Market Company                           $1,747

EnviroMine Inc.                                  $1,665

Tri-City Linen-Kitchen                           $1,229

Callaway Golf                                    $1,173

AT&T                                             $1,127

Otay Water District                              $1,116


PRODIGY HEALTH: S&P Puts 'B+' Counterparty Credit Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' counterparty
credit rating on Prodigy Health Group Inc. on CreditWatch with
positive implications.

"The CreditWatch placement reflects Prodigy's anticipated
acquisition by a higher-rated entity, which likely will result in
an upgrade of up to six notches, depending on the amount of debt
reduction and how we view Prodigy's group status within Aetna's
group of companies when the transaction closes," said Standard &
Poor's credit analyst Neal Freedman.

The acquisition is expected to close in the second half of 2011.
The purchase price is about $600 million, which Aetna expects to
finance with available resources.


RASER TECHNOLOGIES: Wants to Hire ALCS as Claims Agent
------------------------------------------------------
Raser Technologies, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ American
Legal Claim Services, LLC, as claims, noticing and balloting
agent.

ALCS will, among other things:

   -- serve as the Court's  agent to mail certain notices to the
      Debtors' creditors and parties-in-interest;

   -- provide computerized claims and claims objections and
      balloting database services; and

   -- provide expertise, consultation and assistance with claim
      and balloting processing and with other administrative
      information related to the Debtors' bankruptcy cases.

Jeffrey Pirrung, managing director of ALCS, tells the Court that
the hourly rates of ALCS personnel are:

     Clerical                  $45
     Analyst                   $95
     Consultant               $165
     Sr. Consultant           $195

Mr. Pirrung assures the Court the the firm is a ?disinterested
person? as that term is defined in Section 101(14) of the
Bankruptcy Code.

                  About Raser Technologies, Inc.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.
The Debtors disclosed $41.8 million in assets and $107.8 million
in debts as of Dec. 31, 2010.


RASER TECHNOLOGIES: Wants to Incur $8.75 Million DIP Financing
--------------------------------------------------------------
Raser Technologies, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to obtain postpetition
financing from its lenders.

The Debtors' management determined that the Debtors need
additional working capital to fund their daily operations and to
assure their employees, trade vendors and other constituencies
that the Debtors will be in a position to meet their obligations
during the pendency of the bankruptcy cases.

Linden Capital, LP, Tenor Master Opportunity, Ltd., and Aria
Opportunity Fund, Ltd. offered to provide a postpetition, secured
financing.

The lenders hold in the aggregate approximately $25 million of
$55 million face amount of the 8.00% convertible senior secured
notes due 2013 issued by the Debtors in 2008.

The Debtors relate that the lenders are parties to the Plan
Support Agreement and have committed to providing not only the DIP
facility, but also to engage in the other transactions related to
the restructuring of the Debtors.  Upon information and belief,
one or more of the lenders solicited the holders of more than 70%
in principal amount of the convertible notes to participate in the
DIP facility and transactions contemplated were willing to commit
the significant amount of additional capital.

The principal terms of the DIP facility include:

   Borrower:                  Raser Technologies, Inc.

   Guarantors and Guarantee:  All subsidiaries of the borrower.
                              All obligations of the borrower
                              under the DIP facility will be
                              unconditionally guaranteed by the
                              guarantors.

   Administrative Agent:      Wilmington Trust Company

   Commitment:                Interim - $750,000
                              Aggregated - $8.75 million

   Purpose:                   -- $6.0 million to satisfy a portion
                              of the principal obligations owing
                              by Debtor Thermo No. 1 BE-01, LLC to
                              the Prudential Insurance Company of
                              America, and Zurich American
                              Company.

                              -- up to $2.75 million, including
                              the initial DIP loan to fund daily
                              working capital

   Term:                      The commitments will terminate on
                              the earliest of (i) May 4, 2011, if
                              the interim order has not been
                              entered by 11:59 p.m., on such date;
                              (ii) May 20, 2011, if the final
                              order, if the interim order has not
                              been entered by 11:59 p.m., on such
                              date; (iii) Aug. 11, 2011, if an
                              order confirming the Plan is not
                              entered y 11:59 p.m. on such date;
                              (iv) effective date of the Plan; (v)
                              Aug. 26, 2011.

   Closing Date:              The closing date of the DIP facility
                              to occur upon entry of the interim
                              order, but no later than May 4.

   Interest Rate:             15% per annum.  At all times than an
                              event of default exists, the
                              interest rate will equal 17% per
                              annum.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lenders replacement liens
on the property of the estate, and superpriority administrative
expense claims status.

                DIP Financing Approved on Interim

Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Raser Technologies received interim approval May 3 for a $750,000
loan.  At the final financing hearing on May 19, Raser aims for
approval of the entire $8.75 million loan package, from which
$6 million will be used to pay off existing debt.

                  About Raser Technologies, Inc.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).

Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  American Legal Claim Services, LLC, serves as the
Debtors' claims, noticing and balloting agent. The Debtors'
financial advisor is Canaccord Genuity.   The Debtors disclosed
$41.8 million in assets and $107.8 million in debts as of Dec. 31,
2010.

No creditors' committee has been appointed in the Debtors' cases.
No trustee or examiner has been appointed.


RASER TECHNOLOGIES: Wants to Pay Employees' Prepetition Wages
-------------------------------------------------------------
Raser Technologies, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to:

   a) pay the prepetition wages, salaries, and benefits of their
      employees;

   b) continue employee benefit programs in the ordinary course of
      business; and

   c) direct all banks to honor prepetition checks for payment of
      prepetition wage, salary and benefit obligations.

The Debtors relate that they are seeking authority to pay
outstanding expense reimbursement claims up to the $11,725 cap
imposed by sections 507(a)(4) and (5) of the Bankruptcy Code.  In
total, the Debtors estimate that the aggregate that they seek
authority to pay employees pursuant to the motion will not exceed
$30,000.

The Debtors also seek authority to pay to the appropriate entities
any and all payroll withholding amounts, including, but not
limited to, Social Security, FICA, federal, state and local income
taxes, garnishments, and health care payments.

                  About Raser Technologies, Inc.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).

Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  American Legal Claim Services, LLC, serves as the
Debtors' claims, noticing and balloting agent. The Debtors'
financial advisor is Canaccord Genuity.   The Debtors disclosed
$41.8 million in assets and $107.8 million in debts as of Dec. 31,
2010.

No creditors' committee has been appointed in the Debtors' cases.
No trustee or examiner has been appointed.


RAY ANTHONY: Court Approves W.B. Kania as Accountant
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized Ray Anthony International LLC to employ W.B. Kania &
Associates, LLC as its accountant.

According to the Troubled Company Reporter on April 14, 2011, as
the Debtor's accountant, W.B. Kania will prepare, review and file
tax returns on behalf of the Debtor.

The Debtor will pay W.B. Kania at $150 per hour.

W.B. Kania has no connection with the Debtor, nor represent any
interest adverse to the Debtor or any other party-in-interest.

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 10-26576) on Sept. 15, 2010.  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010.


REAL DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Real Development Windward, LLC
        dba Stonewalk at Windward Shopping Center
        10901 Corporate Circle North, Suite B
        Saint Petersburg, FL 33716

Bankruptcy Case No.: 11-63456

Chapter 11 Petition Date: May 2, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Louis G. McBryan, Esq.
                  HOWICK, WESTFALL, MCBRYAN & KAPLAN, LLP
                  One Tower Creek, Suite 600
                  3101 Tower Creek Parkway
                  Atlanta, GA 30339
                  Tel: (678) 384-7000
                  Fax: (678) 384-7034
                  E-mail: lmcbryan@hwmklaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-63456.pdf

The petition was signed by Clark D. East, manager.


REALTY EXECUTIVES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Realty Executives, Inc.
        4427 N. 36th Street, #200
        Phoenix, AZ 85018

Bankruptcy Case No.: 11-12497

Chapter 11 Petition Date: April 30, 2011

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

Judge: Randolph J. Haines

Debtor's Counsel: Andrew Hardenbrook, Esq.
                  SNELL & WILMER LLP
                  One Arizona Center
                  400 E. Van Buren Street
                  Phoenix, AZ 85004-2202
                  Tel: (602) 382-6229
                  Fax: (602) 382-6070
                  E-mail: ahardenbrook@swlaw.com

                         - and -

                  Blake T. Hardwick, Esq.
                  SNELL & WILMER, LLP
                  One Arizona Center
                  400 E. Van Buren
                  Phoenix, AZ 85004-2202
                  Tel: (602) 382-6034
                  Fax: (602) 382-6070
                  E-mail: bhardwick@swlaw.com

                         - and -

                  Paul Sala, Esq.
                  ALLEN, SALA & BAYNE, PLC
                  Viad Corporate Center
                  1850 N. Central Avenue, #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Fax: (602) 252-4712
                  E-mail: psala@asbazlaw.com

                         - and -

                  Steven D. Jerome, Esq.
                  SNELL & WILMER L.L.P.
                  One Arizona Center
                  Phoenix, AZ 85004-2202
                  Tel: (602) 382-6344
                  Fax: (602) 382-6070
                  E-mail: sjerome@swlaw.com

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

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

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

The petition was signed by Richard A. Rector, vice president.


RENAISSANCE STONE: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Renaissance Stone
        110 North Plains Industrial Road
        Wallingford, CT 06492

Bankruptcy Case No.: 11-31161

Chapter 11 Petition Date: May 2, 2011

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Joseph J. D'Agostino, Jr., Esq.
                  LAW OFFICES OF JOSEPH J. D'AGOSTINO, JR.
                  1062 Barnes Road, Suite 304
                  Wallingford, CT 06492
                  Tel: (203) 265-5222
                  Fax: 203-265-5236
                  E-mail: joseph@lawjjd.com

Scheduled Assets: $160,077

Scheduled Debts: $1,614,975

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ctb11-31161.pdf

The petition was signed by Pat Barbuito, member.


REOSTAR ENERGY: Wants Cash Collateral Budget Increased by $20,000
-----------------------------------------------------------------
ReoStar Energy Corporation, et al., ask the U.S. Bankruptcy Court
for the Northern District of Texas to approve a revised budget
under which Debtors seek authorization to operate, nunc pro tunc
to March 1, 2011.

Since the filing of their cases, Debtors have been operating their
businesses in the ordinary course pursuant to court orders
permitting the use of cash collateral belonging to the alleged
secured creditor.

Specifically, Debtors request that the Initial Budget be modified
to increase the allotted fees to Debtors' professionals, which
currently include only Cantey Hanger, by $20,000.  On Feb. 17,
2011, the Debtor initiated the BTMK Litigation (Adv. Pro. No. 11-
4022).  The BTMK Litigation is ongoing and was not included in the
Debtor's initial budget projections.

The Bankruptcy Court entered, on March 7, 2011, its order granting
Debtors permission to continue using cash collateral until May 31,
2011.

                      About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.  Bruce W. Akerly, Esq., and  Arthur A. Stewart,
Esq., at Cantey Hanger LLP, in Dallas, represent the Debtors in
their restructuring efforts.  Greenberg Taurig, LLP, serves as
special corporate/securities counsel.  Reostar Energy disclosed
$15,335,337 in assets and $16,391,412 in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner in the
Debtors cases.


REOSTAR ENERGY: May Sell Interest in Ford Well Assets
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
approved ReoStar Energy Corp. and its affiliated debtors' motion
to sell their interest in the Ford Well Assets for a total
purchase price of $205,155 to EOG Resources, Inc., free and clear
of all liens and encumbrances.  The Ford Well Assets refer to
certain of the the Debtors' oil and gas leases in the Barnett
Shale region of Texas, and the Ford #1 (API 42-097-33896) (the
"Ford Well") in Cooke County, Texas.

All liens, claims or encumbrances, if any, which may exist as to
the Ford Well Assets, will attach to any funds realized and
received by Debtors from the sale.

                      About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.  Bruce W. Akerly, Esq., and  Arthur A. Stewart,
Esq., at Cantey Hanger LLP, in Dallas, represent the Debtors in
their restructuring efforts.  Greenberg Taurig, LLP, serves as
special corporate/securities counsel.  Reostar Energy disclosed
$15,335,337 in assets and $16,391,412 in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner in the
Debtors cases.


REOSTAR ENERGY: Court Okays Postpetition Financing From Insider
---------------------------------------------------------------
As reported in the TCR on April 12, 2011, ReoStar Energy
Corporation, et. al., asked the U.S. Bankruptcy Court
for the Northern District of Texas to approve a postpetition loan
by E-Fire, Ltd., a company owned by M.O. "Trey" Rife, III, who is
an insider of the Debtors.  Reostar owes E-Fire $3.7 million in
subordinated debt.

In November 2010, E-Fire made advances of $20,000 and $22,000 to
ReoStar Energy Corporation on an unsecured and undocumented basis.
The advances were used to pay prepetition payables relating to the
Corsicana mineral interests and payroll expenses at the beginning
of the cases and payroll.  E-Fire made the advances to keep the
Debtor Reostar operating after the bankruptcy filing.  E-Fire has
not filed an administrative claim relating to the advances.

On April 14, 2011, the Bankruptcy Court approved the motion, nunc
pro tunc to the date the Debtors' administratively consolidated
cases were filed, provided that the financing granted by E-Fire
will not affect the priority of any liens approved by the Court
with respect to any pre-petition secured creditor and/or any
administrative claim creditor and the financing provided by E-Fire
will be paid as an administrative expense only after all other
administrative expenses hi this case have been paid in full.

                      About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.  Bruce W. Akerly, Esq., and  Arthur A. Stewart,
Esq., at Cantey Hanger LLP, in Dallas, represent the Debtors in
their restructuring efforts.  Greenberg Taurig, LLP, serves as
special corporate/securities counsel.  Reostar Energy disclosed
$15,335,337 in assets and $16,391,412 in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner in the
Debtors cases.


RIVIERA SPRINGS: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Riviera Springs, LLC
        510 West 15th Street
        Austin, TX 78701

Bankruptcy Case No.: 11-11135

Chapter 11 Petition Date: May 2, 2011

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Eric J. Taube, Esq.
                  HOHMANN TAUBE & SUMMERS, LLP
                  100 Congress Ave, Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248
                  E-mail: erict@hts-law.com

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

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

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb11-11135.pdf

The petition was signed by Vito Rotunno, manager of Starfish
Capital, Debtor's manager.


ROBB & STUCKY: Can Employ LarsonAllen LLP as External Accountant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
granted Robb & Stucky Limited LLLP permission to employ David L.
Schultz and the firm of LarsonAllen, LLP, as its external
accountant, nunc pro tunc to Feb. 22, 2011.

The Court is satisfied that Mr. Schultz and LarsonAllen, LLP, are
disinterested as required by 11 U.S.C. Section 327(a).

LarsonAllen, LLP, will apply for compensation and reimbursement of
costs, pursuant to 11 U.S.C. Sections 330 and 331, at its ordinary
rates, as they may be adjusted from time to time, for services
rendered and costs incurred on behalf of the Debtor.

As reported in the TCR on April 6, 2011, Mr. Schultz will assist
the Debtor in preparing tax returns and related tax work.

LarsonAllen's customary hourly rates are:

     David L. Schultz           $300
     Managers                   $200 to $250
     Other Professional Staff   $100

                       About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-02801) on Feb. 18, 2011.
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.


ROBB & STUCKY: Fleetwood Management Granted Adequate Protection
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
granted, on a final basis, Creditor Enterprise Fleet Management,
Inc.'s request for adequate protection.

On March 31, 2011, an agreed interim order was entered granting
adequate protection and setting a continued preliminary hearing
for April 11, 2011.

Fleetwood Management is awarded adequate protection payments with
respect to the seven vehicles that have not reached term, as
follows:

a. The Debtor will pay post-petition contract payments in the
    amount invoiced for April 2011 and all subsequent post-
    petition rental charges for the seven vehicles within five (5)
    days of the date such charges are invoiced.

b. Payments will be delivered to the attention of Steve Podesk at
    the Enterprise Office located at 6800 N. Dale Mabry Hwy.,
    Suite 170, in Tampa, Florida.

                       About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-02801) on Feb. 18, 2011.
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.


RUTHERFORD CONSTRUCTION: Wants to Use Rents from Enchanted View
---------------------------------------------------------------
Rutherford Construction, Inc., asks the U.S. Bankruptcy Court for
the Western District of Virginia for permission to use cash
collateral of Virginia Business Bank.  Debtor will use the rents
to bring current and pay the Augusta County real estate taxes, and
to pay for the expenses of maintaining and managing its 16
townhouse units.

Virginia Business Bank asserts a security interest in the Debtor's
16 townhouse units at the Enchanted View Estates, located in
Augusta County, Virginia, and the rents from the 16 townhouse
units, all of which are currently rented, to securing the Debtor's
indebtedness in the principal amount of $3.2 million.

The Debtor proposes to provide a replacement lien post-petition to
Virginia Business Bank in the rents accruing post-petition, in an
amount equal to the actual cash collateral used by the Debtor
psoot-petition.

The Court has set a hearing for May 18, 2011, at 2:00 p.m. to
consider the Debtor's motion to use cash collateral.

Fishersville, Virginia-based, Rutherford Construction, Inc., is
real estate developer.  The Debtor filed for Chapter 11 protection
(Bankr. W.D. Va. Case No. 11-50346) on March 15, 2011.   George I.
Vogel, II, Esq., at Vogel & Cromwell, L.L.C., in Roanoke, Va.,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $10,667,204 in assets and $15,282,384 in liabilities as
o f the Chapter 11 filing.


RUTHERFORD CONSTRUCTION: Taps Vogel & Cromwell as Attorneys
-----------------------------------------------------------
Rutherford Construction, Inc., asks the U.S. Bankruptcy Court for
the Western District of Virginia for permission to employ Vogel &
Cromwell, L.L.C., as its bankruptcy counsel.

Vogel & Cromwell will, until further order of the Court, file all
necessary motions, applications and pleadings in the Debtor's
estate, file motions for the sale of assets, and provide such
other necessary legal services as may be required by the Debtor.

To the best of the Debtor's knowledge, Vogel & Cromwell does not
have any connection with, or interest adverse, to the Debtor, its
creditors, or any of the other parties in interest in these
proceedings, and that the law firm is a disinterested person as
defined by 11 U.S.C. Section 101(14).

Vogel & Cromwell's current hourly rates are:

          Partners             $195-$225
          Paraprofessionals     $55-$75

Fishersville, Virginia-based, Rutherford Construction, Inc., is
real estate developer.  The Debtor filed for Chapter 11 protection
(Bankr. W.D. Va. Case No. 11-50346) on March 15, 2011.   George I.
Vogel, II, Esq., at Vogel & Cromwell, L.L.C., in Roanoke, Va.,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $10,667,204 in assets and $15,282,384 in liabilities as
o f the Chapter 11 filing.


RW LOUISVILLE: Wells Fargo Wants Bankruptcy Case Dismissed
----------------------------------------------------------
Wells Fargo Bank National Association, formerly Wells Fargo Bank
Minnesota National Association, asks the U.S. Bankruptcy Court the
Western District of Kentucky to dismiss the Chapter 11 case of RW
Louisville Hotel Associates LLC.

According to the bank, the Court should dismiss the Debtor's
Chapter 11 proceeding for "cause" because the Debtor lacked proper
corporate authority to commence the proceeding.  Prior to a
transaction that took place in October 2008, the Debtor was
required to obtain the unanimous consent of an independent
director of one of its members before filing a bankruptcy
petition.

The bank tells the Court that, in October 2008, the Debtor and its
insiders engaged in a series of transfers that purported to remove
this requirement.  However, those transfers violated the
organizational documents of the Debtor and its owners and are void
ab initio under Delaware law.  Consequently, the October 2008
transfers must be ignored in analyzing whether the Debtor had
proper authority to file this case.  Because it did not obtain the
unanimous consent of an independent director of one of its members
as required, this bankruptcy was unauthorized and must be
dismissed.

Brian H. Meldrum, Esq., at Stites & Harbison PLLC, represents the
bank.

                      About RW Louisville

Louisville, Kentucky-based RW Louisville Hotel Associates, LLC,
aka Holiday Inn Hurstbourne, owns a hotel property located at 1325
South Hurstbourne Parkway, Louisville, Kentucky 40222.  It is an
independent franchisee of InterContinental Hotels Group and
operates a 271-room full-service Holiday Inn on the Real Property
and employs approximately 110 employees.

RW Louisville filed for Chapter 11 protection (Bankr. W.D. Ky.
Case No. 10-35356) on Oct. 8, 2010.  Emily Pagorski, Esq., and
Lea Pauley Goff, Esq., at Stoll Keenon Ogden PLLC, assist RW
Louisville in its restructuring effort.  RW Louisville estimated
its assets and debts at $10 million to $50 million at the Petition
Date.


RYLAND GROUP: Nine Directors Elected at Annual Meeting
------------------------------------------------------
The Ryland Group, Inc., on April 27, 2011, held its 2011 Annual
Meeting of Stockholders.  Proxies representing 39,335,741 shares
of common stock eligible to vote at the meeting, or 89 percent of
the 44,205,340 outstanding shares, were voted.

Stockholders elected nine directors to serve until the next Annual
Meeting of Stockholders or until their successors are elected:

   (1) Leslie M. Frecon
   (2) Roland A. Hernandez
   (3) William L. Jews
   (4) Ned Mansour
   (5) Robert E. Mellor
   (6) Norman J. Metcalfe
   (7) Larry T. Nicholson
   (8) Charlotte St. Martin
   (9) Robert G. van Schoonenberg

Stockholders voted for one year advisory vote on the compensation
program for the Company's named executive officers.

The Ryland Group, Inc., 2011 Equity and Incentive Plan and the The
Ryland Group, Inc. 2011 Non-Employee Director Stock Plan were also
approved.

Stockholders voted against the proposal from Calvert Asset
Management Company, Inc., and The Nathan Cummings Foundation
requesting adoption of quantitative goals for reducing greenhouse
gas emissions from the Company's products and operations.

The ratification of the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2011, was also approved at the Annual
Meeting.

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company's balance sheet at March 31, 2011, showed
$1.61 billion in total assets, $1.08 billion in total liabilities,
and $536.64 million in total equity.

                           *     *      *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


SAINT VINCENTS: Has Until Aug. 9 to File Chapter 11 Plan
----------------------------------------------------------
At Saint Vincents Catholic Medical Centers of New York's request,
the hon. Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York extended the Debtors' exclusive
periods to:

   * file a Chapter 11 plan to Aug. 9, 2011; and

   * solicit acceptances on that plan to Oct. 6, 2011.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, told the Court that the
Debtors have made significant progress in their Chapter 11 cases
and are working diligently to advance the liquidation and wind
down process.  Specifically, significant time and efforts by the
Debtors and their professionals were spent negotiating and
obtaining Court approval for the sale of their Manhattan real
estate to Rudin/North Shore-LIJ, the proceeds from which will
serve as the basis for the Debtors to begin the development of a
Chapter 11 liquidating plan or plans that could provide a recovery
for general unsecured creditors, he stated.

According Mr. Rogoff, there still remain certain important assets
to be sold, including St. Elizabeth Ann nursing and rehabilitation
home located on Staten Island.  The Debtors believe that, based on
their estimates of what is reasonable to achieve in the sale of
these remaining assets, the proceeds of these sales would provide
a basis to fund the Debtors' Chapter 11 plan.  Further steps need
to be taken, however, to pursue these important transactions, he
added.

For those reasons, the Debtors believe that the extension will
afford them a meaningful opportunity to formulate a Chapter 11
plan.

                        About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of $348
million against debts totaling $1.09 billion in the new petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SAN JOAQUIN HILLS: Moody's Reviews Ba2 Rating for Downgrade
-----------------------------------------------------------
Moody's is reviewing the San Joaquin Hills Transportation Corridor
Agency Ba2 rating for possible downgrade.

The review is driven by expected trust indenture amendments and a
revision of terms for certain bonds (subject to requisite
bondholder approvals), which would, among other things, weaken the
agency's rate covenant to sum sufficient from 1.3 times, with a
requirement to optimize revenues each fiscal year and a similar
requirement of optimizing revenues if at the end of the year 1.3
times coverage is not achieved. The proposed rate covenant would
require the agency to set toll rates prior to each fiscal year
such that net toll revenues will achieve the optimal amount as
recommended by a traffic and revenue consultant. Should such rates
result in net revenues that are not sufficient to meet debt
payments due, the revised covenant will allow the inclusion of
amounts transferred from various funds including the toll
stabilization; use and occupancy reserve and the debt service
reserve.

The amendments also would allow the restructuring of $430 million
of outstanding convertible capital appreciation bonds (CCABs). The
restructuring would extend original debt maturities on certain
CCABs by 18-19 years and also would subordinate a portion of
certain interest payments on the restructured bonds. In Moody's
view these amendments would constitute a weaker security package
for bondholders.

The SJHTCA's rating and stable outlook was based on the
expectation of liquidity support provided by payments from its
sister agency, the Foothill/Eastern TCA (F/ETCA rated Baa3. stable
outlook), pursuant to a November 2005 mitigation and loan
agreement. If the trust indenture amendments and supplement are
approved, the mitigation agreement would be amended to conform. On
June 30, 2009 the agency received its last $30million installment
of a total of $120 million in mitigation payments. The agreement
provides an additional $1.04 billion in loans from F/ETC if needed
to meet SJHTCA's rate covenant. However, F/ETCA is currently not
required to make such loans based on its intention to construct
the Foothills South toll road extension.

Moody's review will focus on the credit implications to
bondholders of the execution of the amendments as proposed,
particularly with respect to projected cash flows and forecasted
debt service coverage ratios for both existing and restructured
bonds.

The agency issued the 1993 and 1997 revenue bonds to finance the
construction of a 15-mile limited access toll road (State Route
73) in Orange County (general obligation bonds rated Aa1).


SAND HILL: Files Consolidated Plan and Disclosure Statement
-----------------------------------------------------------
Sand Hill Foundation, LLC, Sand Hill Panola SWD #2 LLC, and Sand
Hill Panola SWD #5 LLC filed with the U.S. Bankruptcy Court for
the Eastern District of Texas their Consolidated Plan of
Reorganization and accompanying Disclosure Statement on March 28,
2011.

The Plan generally provides for the distribution of sales proceeds
for the payment of all Allowed Claims, including provision for the
pursuit of any unresolved causes of action and objecting to
Disputed Claims.  To accomplish this, the Plan provides for these
to occur upon or to have secured prior to the Effective Date:

     (i) assumption of the Assigned Contracts;

    (ii) the filing of objections to Disputed Claims and
         otherwise continue the reorganization process, in each
         case pursuant to the oversight of the Bankruptcy Court;

   (iii) the creation of reasonable reserves for Disputed Claims,
         and the making of distributions to holders of Allowed
         Claims as provided in the Plan; and

    (iv) the rejection of all remaining Executory Contracts and
         unexpired Leases of the Debtors.

The Plan further provides for the Reorganized Debtors to continue
business without the Bankruptcy Court's supervision.

Pursuant to the terms of the Plan, Sand Hill Panola SWD #2 LLC and
Sand Hill Panola SWD #5 LLC will merge with Sand Hill Foundation,
LLC and Sand Hill Foundation, LLC, the Reorganized Debtor, will
continue in business.

                    Classification of Claims

The Plan provides for this classification of Claims:

   1. Unclassified Claims:

      * Unpaid Administrative Expense Claims; and
      * Allowed Priority Tax Claims;

   2. Class 1 - Allowed Priority Claim of Internal Revenue
      Service;

   3. Class 2 - Allowed Secured Claims Relating to Property Sold
      Pursuant to the APA.  In the event the Claims are Allowed
      and not paid prior to confirmation of the Plan, the claims
      will be satisfied according to this classification:

      * Class 2.1 - Allowed Secured Tax Claim of Taxing
        Authorities for Shelby County, Texas;

      * Class 2.2 - Allowed Secured Claim of Sabine State Bank
        and Trust Co., Inc.;

      * Class 2.3 - Allowed Secured Claim of Rycar Investments,
        LLC;

      * Class 2.4 - Allowed Secured Claim of Enviro-Vac, Ltd.;
        and

      * Class 2.5 - Allowed Secured Claim of Colonial Pacific
        Leasing Corporation;

   4. Class 3 - Allowed Secured Claims Relating to Retained
      Assets consisting of:

      * Class 3.1 - Allowed Secured Claim of Taxing Authorities
        of Panola County and Shelby County;

      * Class 3.2 - Allowed Secured Claim of Caterpillar
        Financial Services;

      * Class 3.3 - Allowed Secured Claim of Enviro-Vac, Ltd.;

      * Class 3.4 - Allowed Secured Claim of Komatsu Financial;

      * Class 3.5 - Allowed Secured Claim of CNH Capital America,
        LLC;

      * Class 3.6 - Allowed Secured Claim of Ford Credit;

      * Class 3.7 - Allowed Secured Claim of Sabine State Bank
        and Trust Co., Inc.;

      * Class 3.8 - Allowed Secured Claim of GE Capital;

      * Class 3.9 - Allowed Secured Citizens State Bank;

      * Class 3.10 - Allowed Secured of Henry and Patricia
        Twomey;

      * Class 3.11 - Allowed Secured Claim of Volvo Financial
        Services; and

      * Class 3.12 - Allowed Secured Claim of Navistar Financial
        Corporation;

   5. Class 4 - Allowed Unsecured Claim of Bass Drilling, Inc.
      The Holder has agreed to compromise its claim to
      $2,500,000;

   6. Class 5 - Allowed Unsecured Claims; and

   7. Class 6 - Allowed Interests of Members.  Members of the
      Debtors, which are the holders of Class 6 Claims, will
      retain their interests.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/SANDHILL_DS_03282011.pdf

                         About Sand Hill

Sand Hill Foundation, LLC is an oilfield service and construction
company.  Sand Hill Foundation employs 145 people and owns assets
in the approximate amount of $10,000,000 including numerous
vehicles and equipment pieces of equipment.

Sand Hill Panola SWD #2 LLC owns a saltwater disposal well in
Panola County, Texas scheduled at over $2,500,000.  Sand Hill
Panola SWD #5 LLC also owns a saltwater disposal well in Panola
County, Texas scheduled at over $1,500,000.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case No. 10-90209) on May 25, 2010.  Jeffrey Wells
Oppel, Esq., at Oppel, Goldberg & Saenz P.L.L.C., assists the
Debtor in its restructuring effort.  The Company estimated its
assets and debts at $10 million to $50 million.

The U.S. Trustee has formed an official committee of unsecured
creditors in the Chapter 11 case.


SAUK VILLAGE, IL: S&P Downgrades Rating on Bonds to 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) on Sauk Village, Ill.'s series 2000, 2002A, 2002B, 2007A,
2007B, 2007C, 2008, and 2009 bonds to 'BB' from 'A' and placed the
rating on CreditWatch with negative implications. The downgrade is
based on a significant deterioration of the village's financial
position, which has led to a negative unreserved general fund
balance and low liquidity levels.

"The move to speculative-grade reflects our opinion that given the
village's current financial position, there are major ongoing
uncertainties that could lead to an inadequate capacity to meet
debt service obligations," said Standard & Poor's credit analyst
Jane Ridley. The CreditWatch listing reflects the difficulty in
getting clear information from the village regarding its current
financial position, and specifically historical information.

"While it is clear that Sauk's financial position has deteriorated
significantly since our last published rating, without updated
information it is difficult to ascertain the village's current
financial position. Low liquidity levels and a lack of clarity
concerning the village's current financial position could hamper
the village's ability to make full and timely debt service
payments; thus, we have lowered the SPUR to speculative-grade.
The village's next debt service payment date is June 1, 2011, and
village officials report that they have sufficient funds on hand
to make the payment. However, without a better understanding of
the village's current financial position, Standard & Poor's is
unable to analyze the assumptions behind that statement," S&P
related.

S&P continued, "When, and if, additional information becomes
available, we will determine the extent to which the rating may be
further affected by Sauk's significantly weakened financial
position. However, without additional information that clearly
delineates the village's recent financial history and current
financial standing, Standard & Poor's will not be able to maintain
a SPUR on Sauk Village's bonds outstanding. Standard & Poor's will
make its determination of information sufficiency, and any
resultant rating action, within 90 days."


SBARRO INC: Secures $35 Million DIP Financing Package
-----------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Shelley C. Chapman gave final approval to Sbarro Inc.'s $35
million debtor-in-possession financing package Tuesday as an
attorney revealed that a foreign strategic buyer was courting the
Company.

Law360 says Sbarro attorney Edward O. Sassower of Kirkland & Ellis
LLP told Judge Shelley C. Chapman that the unnamed buyer had not
made a concrete offer, emphasizing that Sbarro sought to maintain
a "dual track" in pursuing its debt-for-equity prepackaged plan.

According to the Troubled Company Reporter on April 7, 2011, the
DIP Lenders have committed to provide up to (i) $16.5 million
on an interim basis; and (ii) $35 million on a final basis (less
the amount of the initial DIP Loan actually borrowed).

Nicole L. Greenblatt, Esq., at Kirkland & Ellis LLP, explained
that the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  A copy of the Debtors' DIP financing
agreement is available for free at:

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

The Debtors sought authority to grant the DIP Agent, for its own
benefit and the benefit of the DIP Lenders, senior, first
priority, priming DIP Liens on the Collateral securing, and the
super-priority claims in respect of, the obligations under the DIP
Facility.

The obligations of each loan party under the DIP Facility will be
secured by: (i) a perfected first priority security interest and
lien on all of the assets and property of the loan party; (ii) a
perfected junior security interest and lien on the collateral of
such Loan Party, to the extent that the collateral is subject to
valid, perfected and unavoidable liens that were in existence
immediately prior to the Petition Date, or to valid and
unavoidable liens that were in existence immediately prior to the
Petition Date that were perfected subsequent to the Petition Date;
and (iii) a perfected first priority priming security interest and
lien on the Collateral of the Loan Party, to the extent that the
collateral is subject to the existing liens that secure the
obligations of such Loan Party under the Prepetition First Lien
Facility or the Prepetition Second Lien Facility or to a valid and
enforceable right of setoff by any Prepetition Lender.

The DIP Facility will mature six months after the closing of the
DIP Facility.  At the Debtors' option, the DIP facility may be
extended for an additional three months upon satisfaction of
certain conditions.

The Debtor may elect either: (a) LIBOR plus 7.00% (with a LIBOR
floor of 1.75%) or (b) Base Rate plus 6.00%.  in the event of
default, the Debtors will pay interest rate equal to (a) the Base
Rate plus (b) the Applicable Margin applicable to Base Rate Loans
(i.e., 6.00%) plus (c) 2.00% per annum; provided, however, that
with respect to a Eurodollar Loan, the default rate will be an
interest rate equal to the interest rate (including any Applicable
Margin, i.e., 7.00%) otherwise applicable to such Loan plus 2.00%
per annum.

The DIP Credit Agreement contains these deadlines relating to the
filing of the Chapter 11 plan and disclosure statement, including:

  a. filing of plan of reorganization within 60 days of the
     Petition Date that provides for full payment of
     administrative claims;

  b. entry of order by the Court approving the adequacy of the
     Debtors' disclosure statement for the acceptable plan within
     90 days after the Petition Date;

   c. entry of order by the Court within 170 days of the Petition
      Date confirming the Acceptable Plan; and

   d. consummation of such plan within 180 days of the Petition
     Date (or, if earlier, within 30 days after entry of an order
     confirming the acceptable plan).

The Debtors are required to pay these fees: (i) 0.75% on the
unused portion of the outstanding term loan commitments under the
DIP Facility; (ii) 2.00% of the total amount of the DIP Facility
commitments, payable on the date of closing of the DIP Facility
ratably to each DIP Lender on the basis of its respective
commitments; and (iii) the term loans under the DIP Facility to be
net funded with an original issue discount of 1.00% of the
aggregate principal amount thereof.  The original issue discount
may take the form of an upfront fee.

                      Cash Collateral Use

The Court also allowed the Debtors to use the cash collateral on
an interim basis.

The Debtors have outstanding debt for borrowed money in the
aggregate principal amount of $368.2 million, consisting primarily
of: (a) $172.7 million in secured debt under their first lien
senior secured credit facility, plus $3.5 million in letters of
credit; (b) $34.2 million in secured debt under their Prepetition
Second Lien Facility; plus fees, costs and other charges and (c)
$157.8 million in senior notes (inclusive of the $8 million missed
interest payment in March, 2011).

The Debtors' principal prepetition funded debt obligations arise
under that certain Credit Agreement dated as of Jan. 31, 2007, by
and among Sbarro, as borrower, and Sbarro Holdings, LLC, and
certain of the other Debtors, as guarantors, Cantor Fitzgerald
Securities, as successor administrative agent, and certain lenders
from time to time party thereto, which provided the Debtors with a
$25.0 million revolving line of credit.  All obligations under the
Prepetition First Lien Facility are guaranteed by Holdings as well
as certain of Sbarro's domestic subsidiaries, all of which are
Debtors in these Chapter 11 cases.  The Debtors' obligations under
the Prepetition First Lien Facility, including the guarantees
thereof, are also secured by first priority perfected security
interests in substantially all the assets of Sbarro, as well as
all capital stock of Sbarro, Inc., and its domestic subsidiaries
and up to 65% of the outstanding capital stock of Sbarro's foreign
subsidiaries.

The Debtors have funded debt obligations arising under that
certain Second Lien Credit Agreement dated as of March 26, 2009,
by and among Sbarro, as borrower, certain of the Debtors as
guarantors, Wilmington Trust FSB as successor administrative agent
and collateral agent and certain lenders from time to time party
thereto.  The Prepetition Second Lien Facility provided the debtor
with $25.5 million in secured term loans.  All obligations under
the Prepetition Second Lien Facility are guaranteed by the
Prepetition Guarantors.  The Debtors' obligations under the
Prepetition Second Lien Facility, including the guarantees
thereof, are also secured by second priority perfected liens and
security interests in substantially all the assets and capital
stock of Sbarro and its domestic subsidiaries as well as up to
65% of the outstanding capital stock of Sbarro's foreign
subsidiaries.

Prior to the Petition Date, Sbarro issued $150 million in 10.375%
Senior Notes due 2015.  The Notes are governed by that certain
Indenture dated as of Jan. 31, 2007, by and among Sbarro, as
issuer, certain domestic subsidiaries of Sbarro, as guarantors,
and The Bank of New York, as trustee.  The Notes Indenture
provides that the Notes rank equally in right of payment with all
of the Debtors' existing and future senior indebtedness.  The
Notes are effectively subordinated to all of the Debtors' secured
indebtedness to the extent of the collateral securing such
indebtedness.

In exchange for the cash collateral use, the Debtors will grant:

  a. Prepetition First Lien Lenders: (i) a lien junior to the
     liens securing the DIP Facility on all of the collateral
     securing the DIP Facility; (ii) a superpriority claim,
     immediately junior to the claims under Section 364(c)(1) of
     the U.S. Bankruptcy Code held by the DIP Agent and DIP
     Lenders; (iii) payment of current cash interest at the
     contractual default rate in respect of the First Lien Credit
     Agreement; (iv) payment of all fees and expenses of the
     Prepetition First Lien Agent in accordance with the terms of
     the Interim and final DIP court orders; (v) all written
     information required to be provided to the DIP Agent or DIP
     Lenders; (vi) application of proceeds from asset sales first
     to repayment of unpaid obligations under the Prepetition
     First Lien Facility until such obligations are paid in full
     and second to the repayment of unpaid obligations under the
     Prepetition Second Lien Facility; (vii) compliance with
     certain covenants to be included in the DIP Credit Agreement
     in respect of the achievement of milestones relating to
     confirmation of a Chapter 11 plan of reorganization; and
     (viii) the usual and customary claims, priorities and other
     protections provided to pre-petition secured creditors in
     situations of this kind; and

  b. Prepetition Second Lien Lenders will be entitled to receive
     as adequate protection liens on all of the collateral
     securing the obligations under the DIP Facility that are
     junior to the First Lien Adequate Protection Liens.

The Prepetition Agents and the Prepetition Lenders are entitled to
adequate protection of their interests in the prepetition
collateral, including the cash collateral, for diminution in value
of the collateral securing the obligations under the Prepetition
Facilities, as well as for any decline in, or diminution of, the
value of the Prepetition Lenders' liens or security interests
under the Prepetition Facilities.

                        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 approximately 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: Wants APA Amended to Expand Assumed Liabilities
--------------------------------------------------------------
SSI Liquidating, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to approve a First Amendment to the
Second Amended and Restated Asset Purchase Agreement, by and
between the the Debtors and purchaser Kranos International Holding
Corporation.

On Dec. 15, 2010, the Court approved the sale of substantially all
of the Debtors' assets to the purchaser, pursuant to the Second
Amended and Restated Asset Purchase Agreement.  On Dec. 16, 2010,
the Court approved the Asset Purchase Agreement.  On the same day,
the sale to the purchaser closed.

Section 2.3 of the Asset Purchaser Agreement specifically
delineated as part of the Excluded Liabilities any and all claims,
liabilities, and obligations for personal injury or death arising
from or relating to products manufactured by the Debtors at any
time prior to the Close Date.

Since the Debtors' insurance coverage for products liability
claims is a "claims made" coverage that expires on April 18, 2011,
certain former customers of the Debtors have raised concerns
regarding a potential insurance coverage gap.

In response to these concerns, purchasers and the Debtors have
agreed to amend the Asset Purchase Agreement in order to expand
the scope of the Assumed Liabilities to eliminate the potential
insurance coverage gap, as well as limit the scope of potential
liabilities for the Debtors' estates.  Specifically, if the First
Amendment is approved, the Assumed Liabilities would include
claims for personal injury or death after the Close Date and first
asserted after April 18, 2011, that arise from or relate to
products manufactured by any of the Debtors at any time prior to
the Close Date.

                        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 W. Counihan, Esq., and Sandra G. M. Selzer, Esq., at
Greenberg Traurig, LLP, in Wilmington Del.; and Keith J. Shapiro,
Esq., and Nancy A. Peterman, Esq., at Greenberg Traurig, LLP, in
Chicago, Ill., represent the Debtors as 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.


SENSUS METERING: Moody's Lowers 2nd Lien Rating to 'Caa1'
---------------------------------------------------------
Moody's Investors Service lowered the second lien senior secured
debt rating of Sensus USA Inc. to Caa1 from B3 and affirmed all
other ratings of Sensus and its subsidiary, Sensus Metering
Systems (Luxco 2) S.a.r.l., including the B2 Corporate Family
rating, B2 Probability of Default rating and Ba3 first lien senior
secured rating. The ratings outlook for both companies remains
stable.

The rating action is driven by a change to the company's planned
debt offering, which will result in an incremental $50 million of
debt added to the first lien senior secured term loan (to $425
million from $375 million) with a similar reduction to the second
lien senior secured term loan (to $150 million from $200 million).
The first lien senior secured revolver will remain at $100
million. While overall debt levels do not change, the increase in
first lien debt reduces the coverage available to second lien debt
holders, resulting in the one notch downgrade to the second lien
instrument rating.

RATINGS RATIONALE

Sensus' B2 corporate family rating is constrained by its modest
scale, significant financial leverage and vulnerability to the
spending cycles of utilities for their metering replacement and
upgrade requirements. Sensus, however, benefits from its leading
market position for water meters globally for which customer
concentration is limited and spending has proven relatively
resilient despite funding constraints from the largely municipal
government customer base. As well, Sensus has demonstrated strong
momentum in the deployment of Advanced Metering Infrastructure
solutions (smart meters) currently being adopted, primarily by
electric utilities in North America. Notably, Sensus is a
relatively new entrant to this market but has taken meaningful
market share. Looking forward, the rating reflects Moody's view
that the pace of new AMI awards may slow as benefits from stimulus
initiatives wane while competitive pressures and rising input
costs may weigh on margins. Nonetheless, Sensus' order backlog has
been rising and Moody's expects modest earnings growth and free
cash flow applied to debt reduction should reduce leverage towards
5.5x over the next 12-18 months.

Upward rating action could develop should Sensus maintain an
adequate liquidity profile and improve adjusted leverage below 5x
and free cash flow-to-debt above 5%. Downward rating action could
occur if Sensus' adjusted leverage were unlikely to fall below 6x
and its free cash flow remained negative through fiscal 2012.

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

Headquartered in Raleigh, North Carolina, Sensus USA Inc. is a
leading provider of metering and related communication systems to
electric, gas and water utilities globally. Revenue for the last
12 months ended Dec. 31, 2010 was approximately $865 million.


SEQUOIA PARTNERS: Can Employ Beowulf Consulting as Accountant
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon has approved
the appointment of Beowulf Consulting, LLC, as accountant for
Sequoia Partners, LLC, with reasonable compensation to be paid
subject to 11 U.S.C. Section 330 and Bankruptcy Rule 2016.

                    About Sequoia Partners, LLC

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated assets at $50 million to $100 million and debts at
$10 million to $50 million.


SEQUOIA PARTNERS: Wants Lease Decision Period Extended to July 27
-----------------------------------------------------------------
Sequoia Partners, LLC, asks the U.S. Bankruptcy Court for the
District of Oregon to extend the time for it to assume or reject
unexpired leases of nonresidental real property until and through
July 27, 2011, to allow it time to continue to work towards its
plan of reorganization.

The Debtor avers that if it were required to assume these leases
at this stage of the case, the estate may become unnecessarily
exposed to administrative claims, and that if it were forced to
reject these leases, it may adversely affect its plan negotiation.

                    About Sequoia Partners, LLC

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated assets at $50 million to $100 million and debts at
$10 million to $50 million.


SEVERN BANCORP: Appointment of ParenteBeard Ratified
----------------------------------------------------
Severn Bancorp, Inc., held its Annual Meeting of Shareholders on
April 28, 2011, at which time it (a) re-elected John A. Lamon,
III, and Konrad M. Wayson to serve a three-year term as directors,
(b) elected Ronald P. Pennington and Theodore T. Schultz to serve
for a one year term as directors (c) ratified the appointment of
ParenteBeard LLC as Bancorp's independent auditor for the fiscal
year ending Dec. 31, 2011 and (d) approved a non-binding advisory
vote on Bancorp's executive compensation.

The names directors whose terms of office continued after the
Annual Meeting of Shareholders are:

   -- Alan J. Hyatt
   -- Melvin E. Meekins, Jr.
   -- Albert W. Shields
   -- Eric Keitz

The shareholders of Bancorp also approved Bancorp's executive
compensation.

                      About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.  Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.

As reported by the TCR on Nov. 25, 2009, Annapolis, Maryland-
based Severn Bancorp along with its Bank unit, has entered into
supervisory agreements with the Office of Thrift Supervision, the
Bank's primary federal regulator.  The agreements set forth steps
being taken in response to regulatory concerns with its operating
results and effects of the current economic environment facing the
financial services industry.

The Company's balance sheet at Dec. 31, 2010 showed
$962.54 million in total assets, $856.44 million in total
liabilities and $106.10 million in total stockholders' equity.


SEXY HAIR: Chapter 11 Plan Confirmed Inside Five Months
-------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Sexy Hair Concepts LLC emerged from reorganization last week,
owned by a private-equity investor.  The investor was identified
in a creditor's court filing as a company affiliated with TSG
Consumer Partners and existing lenders.  For $43 million, the
investor took the new stock and enabled the payment of $28 million
in secured debt.  Another $35 million in secured claims were
assumed.  Trade suppliers were paid in full, though other general
unsecured creditors weren't.

                      About Sexy Hair

Chatsworth, California-based Sexy Hair Concepts, LLC, is an
operating company engaged in the development, distribution and
marketing of premium quality hair care products and brands.  It
outsources the production and manufacture of its various lines of
premier hair care products and operates from a single facility in
Chatsworth, California, that houses its corporate offices and
distribution warehouse.  It works with several distributors
domestically and internationally, but does not maintain any other
offices.

Sexy Hair filed for Chapter 11 bankruptcy protection on Dec. 21,
2010 (Bankr. C.D. Calif. Case No. 10-25922).  According to its
schedules, Sexy Hair disclosed $78,000,000 in total assets and
$91,141,147 in total debts as of the Petition Date.

Sexy Hair's bankruptcy case is jointly administered with those of
Ecoly International, Inc., a California corporation, and Luxe
Beauty Midco Corporation.  Ecoly is the lead case (Bankr. C.D.
Calif. Case No. 10-25919).

Scott F. Gautier, Esq., at Peitzman, Weg & Kempinsky LLP, serves
as Sexy Hair's bankruptcy counsel.  CRG Partners Group, LLC is the
financial advisor.  Imperial capital, LLC is the investment
banker.  Kurtzman Carson Consultants LLC has been designated as
the entity that will tabulate the ballots and prepare the ballot
summary in connection with Sexy Hair's proposed Chapter 11 plan.
Klee, Tuchin, Bogdanoff & Stern LLP serves as counsel for the
Official Committee of Unsecured Creditors.


SMART MODULAR: S&P Places 'BB' Corp. Credit Rating on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Fremont,
Calif.-based SMART Modular Technologies (WWH) Inc., including the
'BB-' corporate credit rating, on CreditWatch with negative
implications following the announcement of a going-private
transaction with private-equity sponsors Silver Lake Partners
and Silver Lake Sumeru.

"At the same time, we also placed the 'BB+' rating on the
company's senior secured second-priority notes on Watch Negative,"
S&P said.

"Pro forma for the proposed transaction, SMART's leverage will
increase sharply as a result of higher debt levels incurred to
fund the buyout," explained Standard & Poor's credit analyst
Joseph Spence. We calculate that adjusted leverage could increase
to the mid-3x area from below 1x as of SMART's February 2011
quarter. In addition, we are likely to revise our opinion of the
company's financial policies, as majority ownership by a
financial sponsor is indicative of increased tolerance for
financial risk. In addition, though SMART's trailing-four-quarter
revenues ended February 2011 improved 70% to $806 million, on the
improvement in overall semiconductor demand and SMART's increasing
geographic diversification, operating results remain vulnerable to
ongoing DRAM pricing volatility as reflected in its trailing
margin compression of at least 300 basis points from recent highs
in the 15% area. Standard & Poor's believes that the inherent
volatility in SMART's operating results and associated volatility
in free operating cash flows will accentuate the risk associated
with a more levered profile," noted S&P.

According to S&P, "We will to review the specific terms of the
company's proposed financing for the transaction and its effects
on leverage and cash flow to resolve the negative CreditWatch. Any
change is likely to be limited to two notches."


SPEEDY CASH: S&P Assigns 'B' Rating to $230MM Sr. Secured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
counterparty credit rating, with a stable outlook, to Wichita,
Kan.-based Speedy Cash Intermediate Holdings Corp. (SC).

"We also assigned a 'B' rating to the company's new, $230 million,
fixed-rate, seven-year senior secured notes. The recovery rating
on the notes is '4', indicating our expectation of an average (30%
to 50%) recovery in the event of a default," S&P related.

"Standard & Poor's ratings on SC are based on the company's
exposure to regulatory risks, operational risks associated with
the acquisition of Cash Money, and negative tangible equity," said
Standard & Poor's credit analyst Adom Rosengarten. "These negative
factors are mitigated by the company's strong cash flows and
profitability driven by good product demand, limited credit risk
based on the short-term nature and granularity of its loan
products, and diversified footprint in the U.S., U.K, and Canadian
markets following its acquisition of Cash Money."

The stable outlook is based on the company's good cash flow and
profitability metrics. "We could raise the rating if the company
increases its product and geographic diversification without
significant increases in leverage," S&P stated.

Negative rating implications could result from increased leverage
or adverse regulatory actions. "We could also lower the rating if
SC does not complete the acquisition, or if Cash Money's
performance after the acquisition falls below our expectations
because of operational difficulties or unforeseen challenges," S&P
added.


SPRING WINDOW: Moody's Rates 1st Lien Credit Facility 'B1'
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Springs Windows
Fashion's $350 million 1st lien senior secured credit facility
($300 million term loan and $50 million revolver) and a Caa1
rating to the $125 million 2nd lien term loan. At the same time,
the B2 Corporate Family Rating was affirmed and the Probability of
Default Rating was upgraded to B2 from B3. The outlook was revised
to stable from positive. The ratings on the existing secured
credit facility will be withdrawn upon closing.

Proceeds from the two credit facilities will be used to repay the
existing term loan (roughly $247 million) and pay a $186 million
dividend. "While this transaction is somewhat aggressive from a
credit perspective and temporarily weakens Springs' credit
metrics, Moody's believes that Springs has showed enough
resiliency in its business and effectiveness of controlling costs
to not warrant a downgrade," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service. For example, this
transaction will increase adjusted debt/Ebitda by more than two
turns to over 6 times from 4 times at Dec. 31, 2010. "However,
Moody's believes this ratio should approach 5.5 times by the end
of 2011," noted Cassidy.

The Probability of Default Rating upgrade to B2 from B3 is a
result of the change to a first lien-second lien structure.
Because of this change, Moody's is utilizing a 50 percent mean
family recovery rate in accordance with the LGD methodology --
which resulted in the upgrade.

RATING RATIONALE

The B2 Corporate Family Rating reflects Springs' small size with
revenue around $500 million, high customer concentration and
sensitivity to the housing market and discretionary consumer
spending. It also recognizes that while credit metrics will become
weak following a pending dividend, they should steadily improve
over the next few years to more reasonable levels. The Corporate
Family Rating also reflects the ongoing operating performance
enhancements, in spite of choppy consumer confidence and uncertain
discretionary consumer spending for mid-tier consumers. The
ratings also reflect Moody's view that the company will maintain
its strong market share in the retail custom window coverings
niche going forward, as well as the value of its two largest
brands, Bali and Graber, and long-term relationships with key
customers.

The stable outlook reflects Moody's view that credit metrics
should be temporarily weak, but steadily improve. Springs history
of controlling costs and Moody's expectation that this practice
will continue is also reflected in the stable outlook.

There is no upside rating pressure in the near term given the
deterioration in credit metrics which will accompany Springs'
planned dividend. And because of Springs' relatively small scale
with revenue around $500 million and history of aggressive
financial policies, Springs' credit metrics need to be stronger
than similarly rated consumer durables companies for an upgrade
over the longer term. For example, for an upgrade to be
considered, debt/EBITDA would need to approach 3 times and
interest coverage needs to be moving toward 4 times.

There is also limited downside rating pressure in the near term,
despite the somewhat aggressive recapitalization. This is because
Springs has proven to be able to generate good earnings and cash
flow in a very difficult economic environment. Over the longer
term, ratings could be downgraded if credit metrics significantly
deteriorate. For example, Moody's could downgrade the ratings if
debt/EBITDA approaches 7 times (currently over 6 times proforma
for the transaction) or EBITA margins fall to the single digits
(currently in the mid teens). Another aggressive debt funded
shareholder return in the near term could also spark a downgrade.

The B1 rating on the1st lien senior secured credit facility and
the Caa1 rating on the 2nd lien credit facility reflect a B2
probability-of-default rating and an LGD 3 for the 1st lien and an
LGD 5 for the 2nd lien. The 1st lien facilities are rated one
notch higher than the B2 Corporate Family Rating reflecting their
priority position in relation to collateral. The Caa1 rating on
the second lien term loan is two notches lower than the CFR
reflecting the weaker collateral position that facility holds. The
ratings of both the 1st lien and 2nd lien reflects the upstream
guarantees from operating subsidiaries and the all asset pledge on
a first and second lien basis.

Moody's assigned these ratings:

   -- $300 Million First Lien Term Loan at B1 (LGD 3, 36%);

   -- $50 Million First Lien Revolver at B1 (LGD 3, 36%);

   -- $125 Million Second Lien Term Loan Caa1 (LGD 5, 86%);

Moody's upgraded these rating:

   -- Probability of Default Rating to B2 from B3;

   -- Moody's affirmed these rating:

   -- Corporate Family Rating at B2

For additional information, please refer to Moody's Credit Opinion
of Springs Windows Fashions published on Moodys.com.

The principal methodology used in rating Springs 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.

Springs Window Fashions, LLC, headquartered in Middleton,
Wisconsin, is a leading manufacturer and designer of window
coverings under the brand names of Bali, Graber and Nanik. Product
lines include hard and soft window blinds, roller shades, drapery
hardware, shutters, solar shades, and window accessory products.
The company is privately held and generated revenues of
$498 million in the 12 months ended January 1, 2011.


SPRINGS WINDOW: S&P Assigns 'B' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Middleton, Wisc.-based Springs Window Fashions LLC.

"At the same time, we assigned a 'B' issue rating to the company's
proposed $70 million revolving credit facility due 2016 and $300
million first-lien term loan due 2017. The recovery rating for the
senior secured credit facility is '3', indicating our expectation
of meaningful (50%-70%) recovery in the event of a payment
default. We also assigned a 'CCC+' issue rating to the proposed
$125 million second-lien term loan due 2018. The recovery rating
for the second-lien is '6', indicating our expectation of
negligible (0-10%) recovery in the event of a payment default. The
outlook is stable," S&P related.

Net proceeds of the term loans and approximately $19 million of
balance sheet cash will finance a dividend payment to owners of
approximately $186 million and refinance existing debt. Issue
level ratings are based upon preliminary documentation and are
subject to review upon final documentation.

"The speculative-grade ratings on Springs reflect our opinion that
the company has a vulnerable business profile and a highly
leveraged financial profile," said Standard & Poor's credit
analyst Stephanie Harter. "We view the company's financial policy
as very aggressive due to the debt-financed dividend and
highly leveraged capital structure."

"We estimate that the ratio of adjusted total debt to adjusted
EBITDA at close will be above 5.0x, and funds from operations to
total debt will be weak at about 13%. We expect credit measures to
remain close to current levels in the near term. Springs is a
private company and does not publicly disclose its financials,"
S&P noted.

Springs is a strong player in the cyclical window-coverings market
and its product line includes blinds (fabric, wooden, cellular,
and pleated), roller shades, shutters, and window accessories
(drapery hardware). Springs has improved its credit metrics over
the past year, primarily because of prepayments made on its term
loan. However, Springs' overall financial profile is highly
leveraged, as debt levels have remained high despite approximately
$38 million of debt prepayments made in fiscal 2010 and will
increase substantially with the proposed transaction.

The outlook on Springs is stable. "Following the proposed
transaction, we expect Springs to maintain adequate liquidity, at
a minimum to maintain current margins and operating performance,
to continue to reduce debt through annual excess cash flow
payments, and to maintain at least 20% cushion on its total
leverage covenant," said Ms. Harter.


SS&C TECHNOLOGIES: S&P Raises CCR to 'BB' on Reduced Leverage
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Windsor, Conn.-based financial software provider SS&C
Technologies Inc. to 'BB' from 'BB-'. The outlook is stable.

"At the same time, we raised the issue-level rating on the
company's first-lien facility to 'BBB-' from 'BB+'. The recovery
rating remains '1'. In addition, we raised the issue-level rating
on the company's senior subordinated notes to 'BB' from 'B+' and
revised the recovery rating on the issue to '3' from '5'. The '1'
recovery rating indicates our expectations for very high (90%-
100%) recovery of principal in the event of default and the '3'
recovery rating indicates our expectations for meaningful (50%-
70%) recovery of principal," S&P stated.

"The ratings reflect our view that SS&C's creditworthiness has
improved as a result of a moderate recovery in asset management
industry, a successful acquisition strategy, and continued debt
repayments," said Standard & Poor's credit analyst Andrew Chang.


STAFFORD COUNTY: Moody's Affirms G.O. Bond Rating at 'Ba2'
----------------------------------------------------------
Moody's Investors Service has affirmed Strafford County's (NH) Ba2
general obligation bond rating, affecting approximately $21.5
million in outstanding parity debt. The outlook remains negative.
The bonds are secured by a general obligation unlimited tax
pledge.

RATINGS RATIONALE

The Ba2 rating reflects the county's weak financial position, lack
of liquidity, and heavy reliance on cash flow borrowing. The
negative outlook reflects the possibility of further credit
deterioration should the county become challenged to maintain
market access for cash flow needs, particularly given its still
minimal liquidity position.

STRENGTHS

   -- Stable tax base with low unemployment

   -- Low long-term debt levels

   -- Stable property tax revenue collections

CHALLENGES

   -- High reliance on tax and revenue anticipation note borrowing
      to fund operations and debt service

   -- Loss of federal stimulus funds, which has helped augment
      fund balance

   -- Ability to make sufficient budget adjustments to continue to
      improve the county's General Fund and Nursing Home's
      financial position, particularly given the uncertainty of
      long-term nursing home expenditure pressures

DETAILED CREDIT DISCUSSION

POSITIVE FISCAL 2010 RESULTS; COUNTY REMAINS HEAVILY RELIANT ON
MARKET ACCESS FOR CASH FLOW NEEDS

Fiscal 2010 results exhibited improvement in the county's
financial position. General Fund operations ended positively by
$2.4 million, reducing the accumulated unreserved General Fund
deficit to a negative $7.1 million (-18.5% of revenues) from a
negative $9.2 million (-25.5% of revenues) in 2009. The $7.1
million accumulated deficit represents the amount still due to the
General Fund from the nursing home, which had consecutive
operating deficits over a multi-year period resulting in a
relatively substantial inter-fund receivable. Positively, the
county has reduced its accumulated General Fund deficit by 32%
since 2008, through a combination tight expenditure controls, more
conservative revenue estimates and unbudgeted federal stimulus
funds. The nursing home ended fiscal 2010 with a net asset
position of $0, following a subsidy from the General Fund of $5.6
million.

The fiscal 2011 budget (ending Dec. 31) has yet to be adopted; the
late adoption of annual budgets has been a trend for the county
for many years. The proposed budget, which included a tax rate
increase, was narrowly defeated. In response, county management
has had to make approximately $750,000 of budget reductions
consisting of program eliminations, position reductions, and
reduced appropriations to outside agencies. If current trends
continue, the county expects to produce positive operating results
for the current fiscal year, supported by conservative revenue
estimates as well as unbudgeted savings from an increase in the
state's Medicaid reimbursement rate and the last installment of
federal stimulus funds, which the county has left unbudgeted.

Due to a constrained cash position, and the timing of property tax
receipts (one payment on December 17th), the county continues to
rely heavily on the use of tax anticipation notes (TANs) and
revenue anticipation notes (RANs) to fund operations. The county
regularly issues TANs equal to the entire amount of the property
tax levy, through two issuances in February and April or May.
Importantly, the county's levy is made whole by its member
municipalities with no history of missed payments. The county also
regularly issues RANs in August which are generally paid off with
federal and state Medicaid reimbursements in early February,
crossing fiscal years.

In support of fiscal 2010 operations, the county issued a $20
million TAN in February 2010 (due 12/30) and a $6.7 million TAN in
May 2010 (due 12/30), following the adoption of the county's
budget in March. Further, the county issued a $9.78 million RAN in
August, payable February 5, 2011. At one time, the county had
$36.7 million of tax and revenue anticipation notes outstanding in
fiscal 2010, equal to 136% of its 2010 levy. The county's largest
debt service payments are due in January and July, making
continued access to the capital markets critical to fund core
county operations and pay debt service, particularly in light of
the timing of the county's coupon payments at a cash low point in
the beginning on January and their overwhelming reliance on the
market for liquidity. For fiscal 2011, the county issued a $20
million TAN in January and anticipates an additional TAN of $7
million once the budget is adopted. The county hopes to reduce is
August RAN borrowing to $7.5 million. The county's debt portfolio
consists entirely of fixed rate borrowing and the county has not
entered into any derivative agreements.
Outlook

The negative outlook reflects the possibility of further credit
deterioration should the county become challenged to maintain
market access for cash flow needs, particularly given its still
minimal liquidity position. The outlook also reflects Moody's the
possibility additional downward rating movement should the
county's financial position weaken further.

What could move the rating UP (remove the negative outlook):

   -- Sustained record of structurally balanced operations and
      improved liquidity levels

   -- Improvement of General Fund reserves and the reduction of
      the county illiquid receivable due from the nursing home.

What could move the rating DOWN:

   -- Structurally imbalanced operations

   -- Increased level of cash-flow borrowing

   -- Failure to execute deficit reduction plan

KEY STATISTICS

2007 Population: 121,581

2009 Full valuation: $10.5 billion

Full value per capita: $86,652

1999 PCI (as % of NH and US): $20,479 (16% and 95%)

1999 MFI (as % of NH and US): $53,075 (92% and 106%)

Debt burden: 0.2%

Payout of principal (10 years): 78%

2010 Unreserved General Fund balance: -$7.1 million (-18.5% of
revenues)

G.O. debt outstanding: $21.5 million

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.

and paper-based packaging.


STILLWATER MINING: Error Found in April 11 Proxy Statement
----------------------------------------------------------
Commencing April 28, 2011, Stillwater Mining Company sent the
following communication to certain shareholders:

   Our Proxy Statement dated April 4, 2011 contained an error
   concerning Craig L. Fuller, a member of our Board who has been
   nominated for reelection at the upcoming annual meeting.  Mr.
   Fuller remains a member of the advisory council to APCO
   Worldwide, Inc., a public affairs communications company.  The
   Proxy Statement erroneously stated that APCO provided services
   to the Company during 2010.  No services were provided to the
   Company by APCO and no payments were made by the Company to
   APCO.  APCO provided services to Norilsk Nickel, the former
   majority holder of the Company who previously had the right to
   appoint a majority of our Board and who, in turn, appointed Mr.
   Fuller as an independent director.  In view his valuable
   service as an independent director of the Company, the
   Nominating Committee determined to recommend his re-election.

   We write with respect to the ISS and Glass Lewis Proxy Reports
   you may have seen regarding the election of directors at the
   upcoming annual shareholder meeting.  It would appear that ISS
   and Glass Lewis recommended a withhold vote from Mr. Fuller
   based on this erroneous information.  We appreciate this being
   brought to our attention and apologize for the error.

                     About Stillwater Mining

Billings, Montana-based Stillwater Mining Company --
http://www.stillwatermining.com/-- is the only U.S. producer of
palladium and platinum and is the largest primary producer of
platinum group metals outside of South Africa and Russia.  The
Company's shares are traded on the New York Stock Exchange under
the symbol "SWC."

The Company's balance sheet at Dec. 31, 2010 showed
$909.47 million in total assets, $326.40 million in total
liabilities and $583.07 million in total stockholders' equity.

Stillwater carries 'Caa1' corporate family and probability of
default ratings, with 'stable' outlook, from Moody's Investors
Service.  It has 'B' issuer credit ratings from Standard & Poor's.


TACO DEL MAR: Wins Confirmation of Own Liquidating Plan
-------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Taco Del Mar Franchising Corp. won approval of a liquidating
Chapter 11 plan at a confirmation hearing last week.  The plan,
proposed jointly with the creditors' committee, says that
unsecured creditors, with claims ranging between $3.5 million and
$31 million, should recover between 2% and 12%.  The remaining
$15,000 in secured claim will be paid in full.  The plan calls for
unsecured creditors to receive distributions from a portion of the
sale price above about $2 million.

                  About Taco Del Mar Franchising

Founded in Seattle, Washington, in 1992 by brothers James and John
Schmidt, Taco Del Mar is a quick-service casual restaurant chain
inspired by southern Baja, Mexico, and coastal beach shacks known
for serving some of the tastiest burritos and tacos.  Today, Taco
Del Mar operates in more than 225 locations throughout the U.S.,
Canada and Guam.

Taco Del Mar Franchising Corp. and its affiliate, Conrad & Barry
Investments Inc., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Wash. Case No. 10-10528) on January 22, 2010.  George
S. Treperinas, Esq., at Karr Tuttle Campbell represents the Debtor
in its restructuring effort.  The Official Unsecured Creditors'
Committee is represented by Geoffrey Groshong, Esq., at Miller
Nash LLP.  The Company estimated assets at $10 million to $50
million and debts at $50 million to $100 million.

The Debtor received bankruptcy court approval to sell all its
assets to Franchise Brands LLC $3.25 million.


THEATRE CLUB: Seeks to Employ Stephen F. Biegenzahn as Counsel
--------------------------------------------------------------
The Theatre Club of Los Angeles seeks the U.S. Bankruptcy Court
for the Central District of California's permission to employ the
Law Offices of Stephen F. Biegenzahn, Esq. as its general
bankruptcy counsel.

The Debtor will pay the Law Offices' professionals according to
their customary hourly rates:

         Title                      Rate per Hour
         -----                      -------------
         Counsel                         $360
         Paraprofessional                $100

Mr. Biegenzahn has received $9,000 from his predecessor as an
initial retainer.  Under the parties' retention agreement, the
Debtor will augment the retainer by paying $2,000 per month for
the first six months after the Law Offices' employment has been
approved by the Court.

Mr. Biegenzahn, a principal at the Law Offices, insists that his
law office is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Los Angeles, California, The Theatre Club of Los
Angeles, LLC, a California LLC, filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 11-21918) on March 21,
2011.  Aamir Raza, Esq., at the Law Office of Aamir Raza, serves
as the Debtor's bankruptcy counsel.


TOWNSENDS INC: Sells Certain Assets to Peco Foods
-------------------------------------------------
Judge Christopher Sontchi authorized Townsends, Inc. and its
debtor affiliates to sell certain of its assets to Peco Foods,
Inc.  Upon the completion of the physical count of the Inventory,
the parties agreed on an adjustment on the purchase price in early
April 2011.  The Court also authorized the Debtors to assume and
assign contracts and leases related to the sale inventory.
                      About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Headquartered in Georgetown, Delaware,
Townsends operates production and processing facilities in
Arkansas and North Carolina.  Townsends Inc. -- fka Townsend
Speciality Foods -- and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-14092) on
Dec. 19, 2010.  As of Dec. 5, 2010, the Debtors disclosed
$131 million in total assets and $127 million in total debts.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as special counsel.  Huron Consulting Group's Dalton T.
Edgecomb serves as the Debtors' chief restructuring officer.  SSG
Capital Advisors, LLC, serves as investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims, noticing and
balloting agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has tapped Lowenstein Sandler PC as its
counsel and J.H. Cohn LLP as its financial advisor.


TRUMP ENTERTAINMENT: Financial Struggles Continue
-------------------------------------------------
Andrew Bary, writing for Barron's, reports that Trump
Entertainment Resorts continues to struggle financially after
emerging from bankruptcy protection in July.  Barron's reports
that Trump Entertainment Resorts lost about $60 million in 2010
and is off to a bad start in 2011, with casino revenue down 16% in
the first quarter, according to New Jersey's casino-enforcement
division.

The 2010 bankruptcy filing was the third by the firm, which last
exited from Chapter 11 in 2005.

Barron's also reports that Trump Entertainment Resorts has an
enterprise value -- equity- market value plus net debt -- of
only about $300 million, a far cry from its 2007 peak of more than
$2 billion.

Barron's notes that a group of corporate-debt specialists led by
Avenue Capital, a $14 billion New York hedge fund headed by Marc
Lasry, accumulated a sizable stake in Trump Entertainment's $1.25
billion of public debt prior to the latest bankruptcy filing.
Avenue Capital got approval from the bankruptcy court for a plan
to invest $225 million for new equity in the reorganized company.
The group's bonds ultimately were redeemed for just a penny on the
dollar.

Barron's relates the investor group paid about $25 a share for new
stock that has traded privately this year for just $5 a share.
According to Barron's, the stock probably won't be registered to
trade on an exchange until 2012.  There are 10.7 million shares
outstanding.

According to Barron's, Trump Entertainment's balance sheet is
dramatically improved after the bankruptcy filing, with the
company carrying $346 million of secured debt held by billionaire
Carl Icahn at a stiff 12% interest rate.  It had $1.7 billion of
debt prior to entering Chapter 11.  It now has $86 million in
cash.

Billionaire and presidential hopeful Donald Trump was the former
chairman of the resorts.  Mr. Trump plays no formal role in the
new company.  During the bankruptcy process, he agreed to let his
name be used on the casinos and got a 5% stake, now valued at less
than $3 million, plus another 5% in out-of-the-money equity
warrants.  He owned 24% of the company prior to the bankruptcy.

Barron's notes the investor group brought in as CEO late last year
a veteran casino executive, Robert Griffin.  His strategy appears
to involve cost cuts.  Neither Messrs. Lasry nor Griffin could be
reached for comment, according to Barron's.

                      About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 protection on Feb. 17, 2009
(Bankr. D. N.J. Lead Case No. 09-13654).  The Company tapped
Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as
lead counsel, and Weil Gotshal & Manges as co-counsel.  Ernst &
Young LLP served as the Company's auditor and accountant and
Lazard Freres & Co. LLC was the financial advisor.  Garden City
Group was the claims agent.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels obtained the Court's confirmation
of its Chapter 11 plan on April 5, 2005, and in May 2005, it
exited from bankruptcy under the name Trump Entertainment Resorts
Inc.


TUBO DE PASTEJE: Plan Talks Near End, Wants Exclusivity Extended
----------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Tubo de Pasteje SA and its Cambridge-Lee Holdings Inc. unit said
negotiations on a Chapter 11 plan "are nearing completion" as they
filed a sixth motion for an extension of the exclusive right to
propose a reorganization plan.  A consensual plan likely will be
filed "soon," the companies said.  If approved by the bankruptcy
court in Delaware at a May 25 hearing, the new deadline will be
June 8.

Mr. Rochelle notes that Mexico City-based Industrias Unidas SA,
parent of Tubo, said in February it had an agreement in principle
with creditors for a $371 million debt swap.

                       About Tubo de Pasteje

Tubo de Pasteje SA and subsidiary Cambridge-Lee Holdings Inc.
filed Chapter 11 petitions (Bankr. D. Del. Case No. 09-14353) on
Dec. 7, 2009, following a Nov. 15 payment default on US$200
million in 11.5% senior notes due 2016.  Tubo and its subsidiary
sought bankruptcy protection when the 30-day grace period was
nearing its end.

Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de
CV, a manufacturer of copper and electrical products.  The
U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania.
IUSA is the issuer of the notes which were secured by a pledge of
Cambridge-Lee stock.


ULTIMATE ACQUISITION: Formally Converted to Chapter 7
-----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Ultimate Electronics' Chapter 11 reorganization was officially
converted to a liquidation in Chapter 7, where a trustee will be
appointed to dispose of the remaining assets and make
distributions to creditors.  Conversion to Chapter 7 became the
only option when the store liquidation was completed and the
secured lender, General Electric Capital Corp., terminated the
right to use cash.

Mr. Rochelle notes that before conversion, a hearing was set for
May 26 to approve the sale of trademarks, copyrights, websites and
other intellectual property.  Bids are due by May 23.

                   About Ultimate Electronics

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Ultimate Acquisition and CC Retail filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-10245) on Jan. 26, 2011.
Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at
Campbell & Levine LLC, in Wilmington, Del.; and Jay L. Welford,
Esq., Judith Greenstone Miller, Esq., and Jonathan C. Myers, Esq.,
at Jaffe, Raitt, Heuer & Weiss, P.C., in Southfield, Mich., serve
as the Debtor's bankruptcy counsel.  Kurtzman Carson Consultants
LLC is the claims and notice agent.

An Official Committee of Unsecured Creditors was appointed on
Feb. 9, 2011.  The Panel has hired BDO USA LLP as its financial
advisor, and Cooley LLP and Womble Carlyle Sandridge & Rice PLLC
as bankruptcy counsel.

The Company was given formal approval from the court in February
to conduct going-out-of-business sales at all 46 stores.
Controlled by Mark J. Wattles, Ultimate Acquisition decided to
liquidate when no one would provide financing for the
reorganization.


TYLER TEXAS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Tyler Texas Lodging LLC
        aka Howard Johnson Inn
        4969 Ambrosia
        Keller, Tx 76244

Bankruptcy Case No.: 11-42649

Chapter 11 Petition Date: May 2, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: John J. Gitlin, Esq.
                  LAW OFFICES OF JOHN J. GITLIN
                  5323 Spring Valley Road, Suite 150
                  Dallas, TX 75254
                  Tel: (972) 385-8450
                  Fax: (972) 385-8460
                  E-mail: johngitlin@gmail.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 Yuhanna Sherriff, member.


UNIFI INC: Incurs $4.04 Million Net Loss in March 27 Quarter
------------------------------------------------------------
Unifi, Inc., reported a net loss of $4.04 million on $178.16
million of net sales for the quarter ended March 27, 2011,
compared with net income of $771,000 on $154.68 million of net
sales for the quarter ended March 28, 2010.  The Company also
reported net income of $11.57 million on $512.98 million of net
sales for the nine months ended March 27, 2011, compared with net
income of $5.21 million on $439.79 million of net sales for the
nine months ended March 28, 2010.

The Company's balance sheet at March 27, 2011, showed
$533.23 million in total assets, $242.72 million in total
liabilities, and $290.51 million shareholders' equity.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/l3U4pj

                            About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.

In December 2010, Standard & Poor's Ratings Services said that it
raised its corporate credit and senior secured debt ratings on
Greensboro, N.C.-based Unifi Inc. to 'B' from 'B-'.  The ratings
upgrade and stable outlook reflect S&P's belief that Unifi will
continue to improve its operating performance and sustain its
recently strengthened credit measures as it end-use markets
continue to recover.


UNISYS CORP: Eight New Directors Elected at Annual Meeting
----------------------------------------------------------
Unisys Corporation's 2011 annual meeting of stockholders was held
on April 27, 2011.  At the Annual Meeting, Stockholders elected
these new directors:

   * Edward J. Coleman
   * James J. Duderstadt
   * Henry C. Duques
   * Matthew J. Espe
   * Denise K. Fletcher
   * Leslie F. Kenne
   * Charles B. McQuade
   * Paul E. Weaver

Stockholders also voted for:

   (a) the proposal to ratify the selection of KPMG LLP as the
       Company's independent registered public accounting firm for
       2011;

   (b) the proposal to approve an amendment to the Company's
       Restated Certificate of Incorporation to increase the
       number of authorized shares of the Company's common stock
       from 72,000,000 to 100,000,000;

   (c) an advisory vote on executive compensation; and

   (d) one year advisory vote on executive compensation;

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company's balance sheet at March 31, 2011 showed $2.95 billion
in total assets, $3.64 billion in total liabilities and a $692.10
million total stockholders' deficit.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.


UNISYS CORP: S&P Raises CCR to 'BB-' on Improving Finc'l. Profile
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Blue Bell, Pa.-based Unisys Corp. to 'BB-' from 'B+',
and removed the ratings from CreditWatch, where they were placed
with positive implications on Feb. 22, 2011. The outlook is
stable.

"At the same time, we raised the senior secured ratings to 'BB+'
from 'BB', with a recovery rating of '1', indicating that
investors could expect very high (90%-100%) recovery of principal
in the event of a payment default. We also raised the senior
unsecured rating to 'BB-' from 'B+' with a recovery rating of '3'.
The '3' recovery rating indicates expectations for meaningful
(50%-70%) recovery of principal in the event of default," S&P
stated.

"The upgrade reflects Unisys' improved financial profile following
the recent debt redemptions," said Standard & Poor's credit
analyst Martha Toll-Reed, "and adequate liquidity, which provides
some capacity at the current rating for potential earnings
volatility."

"The ratings reflect our view that Unisys' improved financial
profile and consistently positive annual free cash flow will
provide sufficient cushion in the near term to mitigate the
potential for ongoing revenue declines and operating performance
volatility," added Ms. Toll-Reed.


UNITED CONTINENTAL: Blackrock Reports 4.74% Stake
-------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission dated April 8, 2011, BlackRock, Inc. disclosed that
it beneficially owns 15,585,388 shares of United Continental
Holdings, Inc. Common Stock, representing 4.74% of United
Continental's 328,550,825 shares of common stock outstanding as
of February 15, 2011.

As of April 15, 2011, 330,468,892 shares of United Continental
common stock were outstanding.

BlackRock has sole power to vote and dispose of the 15,585,388
shares of United Continental common stock.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

                           *     *     *

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.


UNITED CONTINENTAL: AFA Obtains Mediation Board's Nod for Election
------------------------------------------------------------------
The National Mediation Board (NMB) granted on April 1, 2011, the
Association of Flight Attendants-CWA's (AFA) request to declare
that the United Air Lines, Inc./Continental Airlines, Inc. merger
has created a single transportation system for the purposes of
Flight Attendant representation.  Over 24,000 Flight Attendants
will soon vote for Flight Attendant union representation at the
combined airline.

"Today is a watershed moment in our union and an exciting day for
the thousands of Flight Attendants at the 'new' United Airlines
who are ready to advance our careers with AFA representation.
AFA sought this election because we want to unite Flight
Attendants as quickly as possible in order to take maximum
advantage of the leverage we have from the merger," said Veda
Shook, AFA International President.

"This sets the stage for real gains for our profession," stated
Greg Davidowitch, president of AFA at United Airlines.  "The
benefits of membership in our Flight Attendant union are
extraordinary.  Sixty-six years ago United Flight Attendants
negotiated the first Flight Attendant contract and through our
union we have built the Flight Attendant career.  The expertise
of our union has resulted in contracts and daily representation
that reflect the entire work, and home, life of a Flight
Attendant.  The total package produces more money for United
Flight Attendants.  And now, all Flight Attendants will stand
together for improvements across the board."

The representation election is not a vote for one contract or the
other.  Both contracts remain in effect after the election.  The
merger provides the opportunity to negotiate a new agreement with
improvements that work for Flight Attendants from both airlines.
AFA negotiates based on the priorities set by Flight Attendants
through surveys, meetings and direct member feedback to elected
Flight Attendant leaders.

"AFA is the leading voice for Flight Attendants on Capitol Hill,
with government agencies, at the bargaining table and on safety
and security in the cabin," Ms. Shook concluded.  "This election
is about seniority protection, job security, a strong contract
and, above all, which union can best represent the Flight
Attendants of the new United Airlines.  AFA is that union."

On January 18, AFA asked the NMB to declare that the merger of
United and Continental has created a single carrier for issues of
representation.  Together, the approximately 15,000 United, 9,300
Continental and 270 Continental Micronesia Flight Attendants will
elect a single union to represent their professional interests as
the official collective bargaining representative in their newly
merged airline.  A voting schedule is yet to be announced.

For over 60 years, the Association of Flight Attendants has been
serving as the voice for Flight Attendants in the workplace, in
the aviation industry, in the media and on Capitol Hill.  Nearly
50,000 Flight Attendants at 21 airlines come together to form
AFA, the world's largest Flight Attendant union.  AFA is part of
the 700,000-member strong Communications Workers of America
(CWA), AFL-CIO. Visit us at www.yourafa.org

In other news, Captain Wendy Morse, chairman of the Association
of Line Pilots Association, faced an ouster over the pace and
tone of contract negotiations with United's management, Julie
Johnsson of Chicago Tribune reported.

According to the report, the pilots were scheduled to convene on
April 11, 2011, for its quarterly meeting to discuss a recall
vote, Chicago Tribune noted.

Analysts said a defeat of Capt. Morse could signal the start of
labor strife that United Continental Holdings, Inc.'s chief
executive officer, Jeffery Smisek, has sought to avoid as he is
negotiating contracts with every employee group in the merged
airline, Ms. Johnsson noted.

Based on United Continental's proxy materials filed with the SEC
on April 22, 2011, the ALPA Master Executive Council has
nominated and intends to re-elect Capt. Morse as the ALPA
director.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

                           *     *     *

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.


UNITED CONTINENTAL: Reports March 2011 Traffic Results
------------------------------------------------------
United Continental Holdings, Inc. (NYSE: UAL) reported March 2011
operational results for United Air Lines, Inc. and Continental
Airlines, Inc.

United and Continental's combined consolidated traffic (revenue
passenger miles) in March 2011 decreased 2.2 percent versus pro
forma March 2010 results on a consolidated capacity (available
seat miles) increase of 2.1 percent.  The carriers' combined
consolidated load factor in March 2011 was down 3.5 points
compared to the pro forma results from the same period last year.

United and Continental's March 2011 combined consolidated
passenger revenue per available seat mile (PRASM) increased an
estimated 8.0 to 9.0 percent compared to the pro forma results
from March 2010, while combined mainline PRASM in March 2011
increased an estimated 8.0 to 9.0 percent compared to the pro
forma results from the same period last year.

United and Continental's combined March 2011 PRASM results were
reduced due to the impact of accounting for our trans-Atlantic
joint venture revenue sharing agreement which is accounted for as
net revenue in first quarter 2011 and all periods going forward.
The impact of this agreement prior to the fourth quarter of 2010
was recorded as an out of period adjustment to operating expenses,
and therefore the 2010 revenue results do not reflect the negative
impact of the joint venture obligation. Offsetting this reduction
is the impact of the required implementation of Financial
Accounting Standards Board (FASB) Accounting Standards Update No.
2009-13, Multiple Deliverable Revenue Arrangements - A Consensus
of the FASB Emerging Issues Task Force, as discussed in our
February traffic release issued on March 7, 2011.

             Combined United and Continental
       Pro Forma Preliminary Operational Results

                      2011        2010    Percent
                      Mar.        Mar.     Change
                     -----       -----   -------
Revenue passenger miles ('000)
Domestic           8,176,096   8,372,361     (2.3%)
International      7,029,572   7,198,935     (2.4%)
Atlantic           3,038,068   3,078,212     (1.3%)
Pacific            2,458,957   2,632,137     (6.6%)
Latin America      1,532,547   1,488,586      3.0%
Mainline          15,205,668  15,571,296     (2.3%)
Regional           2,174,562   2,200,293     (1.2%)
Consolidated      17,380,230  17,771,589     (2.2%)

Available seat miles ('000)
Domestic           9,753,451   9,799,731     (0.5%)
International      9,140,682   8,734,358      4.7%
Atlantic           4,090,302   3,847,612      6.3%
Pacific            3,114,212   3,065,541      1.6%
Latin America      1,936,168   1,821,205      6.3%
Mainline          18,894,133  18,534,089      1.9%
Regional           2,879,521   2,790,983      3.2%
Consolidated      21,773,654  21,325,072      2.1%

Passenger load factor
Domestic               83.8%       85.4%  (1.6pts.)
International          76.9%       82.4%  (5.5pts.)
Atlantic               74.3%       80.0%  (5.7pts.)
Pacific                79.0%       85.9%  (6.9pts.)
Latin America          79.2%       81.7%  (2.5pts.)
Mainline               80.5%       84.0%  (3.5pts.)
Regional               75.5%       78.8%  (3.3pts.)
Consolidated           79.8%       83.3%  (3.5pts.)

Onboard passengers ('000)
Mainline               8,373       8,654     (3.2%)
Regional               3,883       3,956     (1.8%)
Consolidated          12,256      12,610     (2.8%)

Cargo revenue ton miles ('000)
Total                251,296      275,282    (8.7%)

                 Combined United and Continental
              Pro Forma Preliminary Financial Results

                                             Change
                                             ------
February 2011 year-over-year consolidated
PRASM change                                   11.0%
February 2011 year-over-year mainline
PRASM change                                   11.5%
March 2011 estimated year-over-year
consolidated PRASM change               8.0% to 9.0%
March 2011 estimated year-over-year mainline
PRASM change                            8.0% to 9.0%

March 2011 estimated consolidated average price
per gallon of fuel, including fuel taxes       $2.98

First Quarter 2011 estimated consolidated
average price per gallon of fuel, including
fuel taxes                                     $2.78

     Preliminary March Operational Results for United

                             2011   2010   Change
                             ----   ----   ------
On-Time Performance          84.0%  83.9%  0.1pts.
Completion Factor            99.2%  98.6%  0.6pts.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

                           *     *     *

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.


UTAH CENTRAL CREDIT: Shuttered by Regulators
--------------------------------------------
Weiss Ratings reports that on Friday, regulators closed Utah
Central Credit Union, Salt Lake City, Utah, bringing the total
number of U.S. credit union failures to seven for 2011.

Utah Central Credit Union, Salt Lake City, Utah, with assets of
$158.3 million at Dec. 31, 2010 was rated E- ("Very Weak") at the
time of failure based on fourth quarter 2010 data by Weiss
Ratings.  The institution reported a loss of $575 thousand for the
year ended Dec. 31, 2010.  With just $4.5 million in capital, Utah
Central had a net worth ratio of 2.86%, well below the NCUA
mandated level of 7%.  Nonperforming loans to core capital
represented more than 319%, and it had charge-offs to loans of
almost 3%.

Chartway Federal Credit Union located in Virginia Beach, Virginia,
with assets of $1.7 billion and a Weiss Rating of C ("Fair"), will
assume the deposits and liabilities of Utah Central Credit Union.

Weiss rates 528 credit unions an E+, E, or E-, including Wescom
Central Credit Union of Pasadena, California (rated E-), Texans
Credit Union of Richardson, Texas (rated E-), and Lake Trust
Credit Union in Lansing, Michigan (rated E+).  Consumers can view
the full list at http://www.weissratings.com/

Weiss Ratings is an independent provider of bank, credit union and
insurance company financial strength ratings and sovereign debt
ratings.  It also distributes independent ratings on the shares of
thousands of publicly traded companies, mutual funds, closed-end
funds and ETFs.


VALLEJO, CA: To Submit Final Exit Plan by Mid-May
-------------------------------------------------
Bobby White, writing for The Wall Street Journal, reports that
city leaders say they expect the city of Vallejo to emerge from
bankruptcy protection by July as settlement talks with its
creditors near final agreement.

The Journal relates Vallejo is expected to submit a final exit
strategy, incorporating deals reached with creditors, by mid-May
and a hearing for a final vote is expected in late June.

The Journal recounts that under Vallejo's exit plan:

     -- the city will defer debt repayments from its general fund
        until 2013;

     -- some employees and retirees will be paid 5% to 20% of some
        other claims, such as workers' compensation, out of a
        $6 million fund over two years.  The city set aside money
        from its reserves to establish the fund;

     -- city employees will maintain their current pay and no
        additional jobs will be cut;

     -- health-care benefits will be reduced for Vallejo's more
        than 400 city-worker retirees and surviving spouses, with
        the city contributing about $300 a month to premiums, down
        from about $1,500 for some retirees; and

     -- current pension payouts will remain in place.

The report further notes Vallejo secured deals with its largest
debt holder -- Union Bank of San Francisco -- and bond insurer
National Public Finance Guarantee Corp:

     -- Union Bank, owed about $50 million after guaranteeing debt
        repayment to investors, will receive 40% less than this
        amount under the settlement. Lawyers representing Union
        Bank declined to return emails and phone calls seeking
        comment; and

     -- National Public Finance Guarantee will continue to receive
        payment of nearly $5 million in debt owed, but over an
        extended period of time.  The insurer also reached an
        agreement in a dispute with the city and California to
        guarantee that, in the event of a Vallejo default, the
        insurer would receive payment from state vehicle-license
        fees handed down to cities.

Marc Levinson, Vallejo's bankruptcy attorney, said the bankruptcy
had cost Vallejo more than $9 million, largely from legal fees,
and services had been severely curtailed.

                       About City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represent the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.


VALLEY ROAD: S&P Places 'BB+' Rating on Credit Facilities on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' rating on
Valley Road Funding LLC's $215 million senior secured first-lien
term loan, a $50 million senior secured revolving first-lien
letter of credit Facility, and $30 million senior secured
first-lien revolver (all due November 2014) on CreditWatch with
positive implications. Valley Road Holdings LLC (Holdings)
guarantees the obligations.

Holdings, a U.S. electricity generating business, is a special-
purpose entity that owns Valley Road Funding. In turn, Valley Road
LLC, a subsidiary of certain LS Power investment funds, owns
Holdings. Valley Road Funding owns three assets:

    * Griffith Energy LLC, a 580 megawatt (MW) combined-cycle
      plant in Arizona,

    * Rocky Road Power LLC, a 330 MW peaker plant in Illinois, and

    * Tilton Energy LLC, a 180 MW peaker in Illinois.

"We will resolve the CreditWatch when the sale is completed, which
we expect to happen in the next two months," S&P said.


WAGSTAFF PROPERTIES: In Ch. 11 to Stop KFC Franchise Termination
----------------------------------------------------------------
Wagstaff Properties and its affiliates, franchise operators of 77
Kentucky Fried Chicken restaurants, filed for Chapter 11
protection on April 30 in Minneapolis, Minnesota.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Wagstaff said sales began declining in 2008, leading
to default on secured debt in mid-2009. Bankruptcy was
precipitated by a threat from Yum! Brands Inc., the owner of the
KFC franchise, to terminate the licenses.

An affiliate of General Electric Capital Corp. is owed
$47.5 million while an affiliate of Perella Weinberg Partners has
$13.6 million owing to it on a secured claim.

Eleven affiliates, including D&D Food Management Inc., and
Wagstaff Properties LLC, also sought Chapter 11 protection.
Wagstaff Minnesota and Wagstaff Properties each estimated assets
and debts of $10 million to $50 million as of the Chapter 11
filing.

The Debtors operate Kentucky Fried Chicken outlets in Minnesota,
California, Texas and other states and own the land where many of
those restaurants sit, according to court papers.

The Debtors are mostly owned by Denman and Alyce Wagstaff, husband
and wife.

Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that when reached Monday, a representative for the
Wagstaff/D&D entitles said the franchisee is "conducting business
operations as normal" before hanging up the phone.  She wouldn't
give her full name.

DBR notes the Company's KFC restaurant in Anderson, California,
lit up social networking sites when, in 2008, two female employees
stripped to their skivvies and took photos of themselves taking
sudsy baths in a dishwashing sink.  One of those employees posted
the photos to her MySpace page and the story quickly ricocheted
around cyberspace.  The young women were fired for the incident.

DBR says the bankruptcy court papers gave scant details on what
led to the bankruptcy filing and none mentioned the sink incident.

Headquartered in Hanford, California, Wagstaff Properties LLC and
11 affiliates, including D&D Food Management Inc., filed for
Chapter 11 bankruptcy (Bankr. D. Minn. Case Nos. 11-43073,
11-43075 to 11-43084) on April 30, 2011, Judge Nancy C. Dreher
presiding.  Lawyers at Fredrikson & Byron, PA, and Peitzman Weg &
Kempinsky LLP, serve as bankruptcy counsel.  In its petition,
Wagstaff Properties estimated $10 million to $50 million in both
assets and debts.

Attorneys at Fredrikson & Byron, PA, And Peitzman Weg & Kempinsky
LLP, represent the Debtors.


WASHINGTON MUTUAL: Wins OK to Pay $13-Mil. to Settle Class Suit
---------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Washington Mutual Inc. received authority this week to pay
$13 million to settle a class action on behalf of individuals who
allegedly were charged improper fees when they paid off home
loans.  WaMu said it decided to settle even though it believed the
suit to be "entirely without merit."

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan Chase Bank, N.A., upon which the Plan is premised,
and the transactions contemplated therein, are fair, reasonable,
and in the best interests of WMI.  Additionally, the Opinion and
related order denied confirmation, but suggested certain
modifications to the Company's Sixth Amended Joint Plan of
Affiliated Debtors that, if made, would facilitate confirmation.

Washington Mutual has revised the Plan in accordance with the
Jan. 7 ruling.  In April 2011, Washington Mutual won approval of
the disclosure statement for its sixth amended plan of
reorganization.  The Modified Plan calls for the distribution of
over $7 billion in allowed claims.  Creditors are again voting on
the Plan.  Ballots are due May 13.  The confirmation hearing for
approval of the Plan is set for June 6.


WE LEAD: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: We Lead, Inc.
        15720 Ventura Boulevard, #400
        Encino, CA 91436

Bankruptcy Case No.: 11-15430

Chapter 11 Petition Date: May 2, 2011

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Debtor's Counsel: Leslie A. Cohen, Esq.
                  LESLIE COHEN LAW PC
                  506 Santa Monica Boulevard, Suite 200
                  Santa Monica, CA 90401
                  Tel: (310) 394-5900
                  Fax: (310) 394-9280
                  E-mail: leslie@lesliecohenlaw.com

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

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

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-15430.pdf

The petition was signed Dan Tepper, general manager.


WESTLAND PARCEL: Seeks to Hire ADG Commercial as Leasing Broker
---------------------------------------------------------------
Westland Parcel J. Partners, LLC seeks permission from the U.S.
Bankruptcy Court for the Central District of California to employ
AG Commercial as its leasing broker pursuant to a
Nov. 23, 2010 order.

Under the Nov. 23 Order, the Debtor is authorized to pay
commercial leasing brokers up to 6% commission on total lease
payments, not to exceed $15,000 per month or any one lease
transaction, and no commission to exceed $200,000 without further
Court approval.  Westland has not been successful acting as its
own leasing broker and no payments have been made under the
Nov. 23 Order.

As the Debtor's leasing broker, ADG Commercial will assist the
Debtor in its efforts to lease its commercial space.

ADG Commercial discloses that it is owed by the Debtor $5,000 in
prepetition commissions for leasing services.

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

                About Westland Parcel J Partners

Long Beach, California-based Westland Parcel J Partners, LLC,
filed for Chapter 11 bankruptcy protection on November 15, 2010
(Bankr. C.D. Calif. Case No. 10-58987).  Jeffrey S Shinbrot, Esq.,
at The Shinbrot Firm, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate David William Neary (Bankr. C.D. Calif. Case No. 10-
39802) filed separate Chapter 11 petition on July 20, 2010.


WESTWOOD SEPHARDIC: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Westwood Sephardic Educational Center
        1651 Westwood Boulevard
        Los Angeles, CA 90024

Bankruptcy Case No.: 11-29094

Chapter 11 Petition Date: May 2, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Duane R. Folke, Esq.
                  LAW OFFICES OF DUANE R. FOLKE
                  3450 Wilshire Boulevard, Suite 108-17
                  Los Angeles, CA 90010-2208
                  Tel: (213) 333-0762

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-29094.pdf

The petition was signed by Shimon Kashani, president.


WHITTON CORP: Plan Contemplates Merger of Firm's Subsidiaries
-------------------------------------------------------------
Whitton Corporation, together with its wholly owned subsidiary,
South Tech Simmons 3040C, LLC, delivered to the U.S. Bankruptcy
Court for the District of Nevada, a Joint Chapter 11 Plan of
Reorganization and an accompanying disclosure statement.

The Plan contemplates a new capital contribution in the aggregate
sum of $2,100,000 from a new equity investor.  The capital
contribution will be used to fund the Reorganized Debtor's
operations and any Plan needs.

The Plan also contemplates and is predicated upon the merger of
the Debtors into Whitton, as the survivor and Reorganized Debtor.

The Plan provides for the classification and treatment of 19
classes of claims.  Class 1 consists of priority claims against
the Debtors.  Classes 2 to 17 consist of various secured claims of
lenders Bank of Las Vegas, Bank of America N.A., German American
Capital Corporation, Wells Fargo Bank N.A., GSMS 2004 GG2 Sparks
Industrial LLC, Nova Investments II, LLC, 2006-CIBC14 Simmons
Street, LLC, and Umbra Partners LLC -- some of which are secured
by certain properties of the Debtors.  Class 18 consists of
general unsecured claims and Class 10 consists of old equity
interests.

Holders of General Unsecured Claims will receive their pro rata
share of the creditor fund on account of their allowed claims.

All Old Equity Interests will be extinguished on the plan
effective date.  New Equity Interests will be issued on the
effective date.

A full-text copy of the Whitton Plan is available for free at:

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

Henderson, Nevada-based Whitton Corporation filed for
Chapter 11 bankruptcy protection on December 5, 2010 (Bankr. D.
Nev. Case No. 10-32680).  Brett A. Axelrod, Esq., and Anne M.
Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas, Nev., serve
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition on
Dec. 8, 2010 (Bank. D. Nev. Case No. 10-32857).


WILLBROS GROUP: S&P Affirms 'BB-' CCR; Outlook Revised to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based Willbros Group Inc. to negative from stable.

"At the same time, we affirmed our ratings on the company,
including the 'BB-' corporate credit rating," S&P noted.

"The outlook revision to negative reflects the potential for a
lower rating if further delays in improvement in Willbros'
operating performance result in weak credit measures or reduced
financial covenant headroom," said Standard & Poor's credit
analyst Robyn Shapiro. "Operating results have weakened and, while
we believe long-term fundamentals should support increased
activity in the company's end markets, near-term uncertainties may
continue to affect capital and maintenance expenditure decisions
of some of the company's customers in 2011."

Willbros provides engineering, construction, maintenance, life
cycle extension services, and facilities development and
operations services in three markets: hydrocarbon infrastructure,
including natural gas pipelines (Upstream Oil & Gas); refining and
processing plants (Downstream Oil & Gas); and, with the July 2010
acquisition of InfrastruX Group Inc., the North American electric
power transmission and distribution market (Utility Transmission &
Distribution). The InfrastruX acquisition is consistent with the
company's strategy to diversify its end markets to complement its
upstream oil and gas business.

The ratings on Willbros reflect the company's weak business risk
profile and significant financial risk profile. The ratings
incorporate the inherent cyclicality of the engineering and
construction services sector in which Willbros participates.

"We could lower the ratings if the company's operating performance
does not show signs of meaningful improvement, causing credit
protection measures or liquidity to weaken," said Ms. Shapiro.
"For example, we could lower the ratings if it appears likely that
headroom under financial covenants will decline or if the ratio of
funds from operations to total debt remains below 20% for an
extended period."


WJO INC: Committee Obtains Nod to Hire ParenteBeard as Accountant
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of WJO Inc. sought
and obtained permission from the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to retain ParenteBeard LLC as its
accountant and financial advisor, nunc pro tunc to Jan. 24, 2011.

As the Committee's accountant and financial advisor, ParenteBeard
will:

   (a) analyze the Debtor's books, records, financial and other
       information to assess the Debtor's financial and
       operational viability;

   (b) analyze the Debtor's books, records, financial and other
       information to determine potentially avoidable transfers of
       money and/or property and actionable related-party
       transactions and evaluation of the likelihood and
       sufficiency of defenses assertable by defendant in
       connection with those potential avoidance actions;

   (c) analyze the Debtor's transactions with insiders and
       affiliates;

   (d) evaluate any plan of reorganization proposed by the Debtor,
       including issues pertaining to the feasibility of any plan;

   (e) review of the Debtor's monthly operating reports and other
       information filed with the Court concerning the Debtor's
       postpetition operations and profitability; and

   (f) any other services which the Committee requests its
       accountants and financial advisors to perform.

The Debtor will pay ParenteBeard's professionals according to
their customary hourly rates.  The Debtor will also reimburse
ParenteBeard for expenses incurred or to be incurred.

David M. Duffus, CPA/ABV/CFF, CFE a partner of ParenteBeard,
maintains that his firm is "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                         About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  Holly Elizabeth Smith,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., serve as the Debtor's bankruptcy counsel.  Attorneys at
Keifer & Tsarouhis LLP serve as counsel to the official committee
of unsecured creditors.  The Debtor disclosed $19,923,802 in
assets and $6,805,255 in liabilities as of the Chapter 11 filing.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.


XENIA RURAL: Going Concern Doubt Raised
---------------------------------------
DesRoinesRegister.com reports that Xenia Rural Water District's
financial woes worsened considerably in 2010 resulting in district
officials now having "substantial doubt about its ability to
continue as a going concern," according to a recent state audit.

"The district is not producing sufficient net revenues to stay
current on debt payments nor replenish debts reserves," according
the audit report prepared by State Auditor David Vaudt's staff and
obtained by DesRoinesRegister.com.

DesRoinesRegister.com says the audit also indicates that the
approval of a debt reduction plan including increasing water rates
on the owners of three ethanol plants in the district remains a
critical element "in resolving the district's financial
insolvency."

DesRoinesRegister.com relates that the district, which serves
about 9,500 customers in west central Iowa, has struggled with
financing about $140 million in debt since 2009 after an
anticipated major growth spurt of customers west of Des Moines
failed to materialize.

As a result, DesRoinesRegister.com notes, the district's financial
condition has deteriorated so much "there are significant
uncertainties regarding the district's ability to continue its
operations and to satisfy creditors on a timely basis."

According to DesRoinesRegister.com, the audit found that:

   * The district had a $909,981 net asset deficit, which
     represented a $9.3 million drop in its net worth in
     a year.  The district's net assets amounted to
     $12.7 million at the beginning of 2009, but large
     amounts of interest expense -- $6 million in 2010
     and $5.1 million in 2009 -- as well as other costs
     resulted in Xenia's total liabilities exceeding its
     total assets.

   * District operating revenue increased by $1.2 million,
     but operating expenses increased by $1.9 million as
     a result of increased costs in dealing with the
     "district's insolvency" as well as additional losses
     resulting from selling off equipment and inventory
     at below market value prices.

   * The district failed to generate sufficient net revenues
     to meet the its debt reserve requirements to cover
     long-term debt payments.  As a result, "debt service
     reserve funds were exhausted to make partial payment
     of principal and interest on bonds."

Walt Tomenga, chairman of the district board, acknowledged the
audit's findings, DesRoinesRegister.com adds.

                         About Xenia Rural

Xenia Rural Water District's service area is mostly rural and is
currently made up of Boone and Dallas counties, as well as parts
of other counties, located to the west and northwest of Des
Moines.  The district customer base has grown steadily, at an
average annual rate of 5.3%, increasing to about 9,300 at fiscal
year-end 2008 from 7,550 at fiscal year-end 2005.

As reported in the Troubled Company Reporter on July 18, 2010,
said that Standard & Poor's Ratings Services lowered its long-term
and underlying ratings on Xenia Rural Water District, Iowa's 2006
water revenue bonds to 'D' from 'BB'.

The downgrade reflects S&P's view of the district's inability to
fully service its June 1, 2010, interest payment.  The district
owed $1.88 million, paying all but $69,000 of its payment on that
date, which included exhausting the remainder of its debt service
reserve.  The paying agent submitted a claim to CIFG Assurance
North America Inc., the bonds' insurer, to cover the remaining
payment.  The rating on the bonds was previously lowered to 'BB'
on Aug. 19, 2009.  Standard & Poor's typically lowers its rating
on an issue to 'D' when payments on an obligation are not made on
the date due in accordance with the terms of the documents.


XILINX INC: S&P Upgrades Subordinated Debt Rating to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on San Jose, Calif.-based Xilinx Inc. to 'BBB' from 'BBB-'.
"At the same time, we raised the 'BBB-' senior unsecured rating to
'BBB' and the subordinated debt rating to 'BB+' from 'BB'. The
outlook is stable.

"The rating on Xilinx reflects the company's leading market
position in the $4.8 billion programmable logic device (PLD)
semiconductor market," said Standard & Poor's credit analyst Lucy
Patricola. Other factors include good profitability and a strong
financial profile, characterized by good cash flow-generating
capability and strong liquidity. The company's pursuit of
shareholder value, the volatile demand and intense competition in
the PLD marketplace, and a narrow addressable market partially
offset these factors," S&P stated.


YONKERS RACING: Moody's Upgrades Corporate Family Rating to B1
--------------------------------------------------------------
Moody's Investors Service upgraded Yonkers Racing Corporation's
Corporate Family Rating and Probability of Default Rating to B1
from B2 and assigned a B1 rating to the company's proposed $100
million senior secured second lien note add-on. The company's B1
rating on its existing $203 million senior secured second lien
notes was affirmed. The rating outlook is stable.

This rating action concludes the review process that was initiated
on April 21, 2011.

The upgrade follows the company's announcement that it had
received consent from its senior secured second lien noteholders
to issue an additional $100 million of senior secured second lien
notes and that it launched the $100 million add-on to its senior
secured second lien notes. Proceeds from the proposed add-on will
be used to refinance Yonkers' (unrated) $86 million 13.25% senior
subordinated notes due 2013 and related warrants.

Ratings upgraded:

   -- Corporate Family Rating to B1 from B2

   -- Probability of Default rating to B1 from B2

Rating assigned:

   -- $100 million senior secured second lien notes due 2016 at B1
      (LGD 4, 51%)

Ratings affirmed and LGD assessment revised:

   -- $203 million senior secured second lien notes due 2016 at B1
      (LGD 4, 51% from LGD 3, 38%)

RATING RATIONALE

The upgrade of Yonkers' B1 Corporate Family Rating considers that
the repayment of the company's 13.25% senior subordinated notes
due 2013 will extend the company's debt maturity profile and lower
its cost of capital. The upgrade also incorporates Moody's view
that the proposed transaction will close as currently planned.

"The repayment of high cost subordinated debt, combined with the
fact that Yonkers' results have significantly exceeded Moody's
original expectations, should substantially mitigate the risk
associated with the 2011 scheduled opening of the Aqueduct racino
located in Queens, New York," stated Keith Foley, Senior Vice
President at Moody's.

The Aqueduct racino is located only 20 miles from Yonkers' Empire
City casino facility and was considered by Moody's to be a
significant rating factor when a first time rating was assigned to
Yonkers in June 2009.

Yonkers' B1 Corporate Family Rating also acknowledges the inherent
risks associated with company's small, single asset profile.

The affirmation of Yonkers' existing senior secured second lien
notes considers that the proposed add-on note offering will
replace subordinated notes with additional senior secured second
lien notes. This will result in a capital structure wherein the
second lien notes comprise all of the company's debt, and as a
result, is rated the same as the Corporate Family Rating.

The stable rating outlook considers that despite the additional
competition from Aqueduct, Yonkers should continue to benefit from
the strength and population density of its primary market as well
as generate positive free cash flow and maintain debt/EBITDA at or
below 4 times. Ratings upside is limited at this time given the
introduction of slot machines at Aqueduct in the latter part of
2011. Ratings could improve if Yonkers' operating performance
shows resilience following the introduction of slots at Aqueduct
and can maintain EBIT/interest expense of more than 2.5 times and
debt/EBITDA below 3.5 times. The company's small scale and limited
diversification, however, would likely limit any ratings
improvement to one-notch. Ratings could be lowered if debt/EBITDA
rises and is sustained above 5.0 times for any reason.

The principal methodology used in rating Yonkers Racing Corp was
the Global Gaming Industry Methodology, published December 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Yonkers Racing Corporation owns and operates a gaming and
entertainment facility comprised of Empire City Casino and Yonkers
Raceway. The facility is located in Yonkers, New York. The company
currently generates annual net revenue of approximately $210
million.


YRC WORLDWIDE: Fitch Downgrades IDR to 'C', Withdraws Ratings
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on YRC Worldwide Inc.
and withdrawn all ratings:

   -- Issuer default rating (IDR) downgraded to 'C' from 'CC';

   -- Secured bank credit facility rating downgraded to 'CCC/RR2'
      from 'B-/RR2';

   -- Senior unsecured rating affirmed at 'C/RR6'.

In addition, Fitch has removed YRCW's ratings from Rating Watch
Negative.

The rating actions follow YRCW's announcement on April 29, 2011
that it had entered into a support agreement with certain of the
company's lenders on a package of actions that will constitute an
out-of-court restructuring of the company. As detailed in the
agreement, the transaction reduces the company's outstanding debt
obligations and increases its liquidity. However, Fitch views the
exchange of new equity for a portion of the outstanding bank debt
obligations (including deferred interest and fees) as a coercive
debt exchange (CDE) according to Fitch's CDE criteria. In
addition, although it appears increasingly likely that the company
will successfully complete the restructuring, until the
transactions constituting the restructuring close, which is not
anticipated until late July 2011, there exists a potential for the
transaction to fail, in which case Fitch expects the company would
be forced to file for Chapter 11 bankruptcy protection.

Although YRCW's lenders will receive a majority ownership stake in
the company following the restructuring, as well as governance
control with a two-thirds majority on the Board of Directors, the
transaction qualifies as a CDE according to Fitch's published
criteria. The latest round of concessions in the company's labor
agreement with the Teamsters is contingent upon the company's
lenders accepting at least a $300 million reduction in principal
and fees owed to them. Not reducing the level of bank debt owed
would have nullified the concession agreement with the Teamsters,
which could have resulted in a liquidity crisis that would have
put the company into bankruptcy. Although the lenders had, and
continue to have, a first priority interest in most of the assets
of the company, a bankruptcy would have been complicated and
likely would have resulted in a delay in recouping amounts owed to
them, likely leaving participation in the out-of-court
restructuring a better, but not ideal, option.

Although the restructuring will result in modestly lower debt on
YRCW's balance sheet, along with extended maturities and somewhat
increased cash liquidity (assuming the lenders purchase the $100
million in new secured convertible notes), Fitch notes that YRCW
will continue to face significant operational challenges and its
post-restructuring leverage will remain high. Ultimately the
company will need to strengthen its operational profile such that
it can generate positive free cash flow on a sustainable basis.
Until that time, the company will continue to run the risk of
another liquidity crisis, and given that it has already undertaken
essentially two out-of-court restructurings, it is likely that
another liquidity squeeze would result in a bankruptcy. Fitch also
notes that an adverse decision in the lawsuit brought against the
company and the Teamsters by Arkansas Best Corporation still could
force YRCW into a bankruptcy filing. It appears that a decision in
that case will be reached in July 2011, around the time that the
restructuring transaction is completed.

From a credit perspective, the key piece of the restructuring
transaction involves the exchange of new convertible preferred
stock, which will automatically convert into new shares of common
stock equal to a 72.5% ownership stake, and $140 million of new
convertible secured notes in exchange for a $305 million reduction
in outstanding principal, interest and fees owed on the company's
secured credit facility (which consists of both a term loan and a
revolving credit facility). YRCW estimates that as of June 30,
2011, prior to the closing of the restructuring transaction, there
will be $247 million in principal outstanding on the term loan and
$134 million in principal outstanding on the revolver, for a total
of $381 million in credit facility debt outstanding. In addition,
the company estimates that, as of June 30, 2011, it will owe the
lenders $166 million in deferred interest and fees, bringing the
total amount owed on the credit facility to $547 million.

To facilitate the reduction in the amounts owed on the credit
facility, YRCW will enter into an amended term loan with an
estimated $242 million in principal outstanding (which equals the
estimated $547 million owed to the banks at June 30, 2011, less
$305 million). An estimated $483 million in outstanding letters of
credit (LCs) issued against the existing revolver will remain in-
place under the amended facility. The maturity of the amended
credit agreement has been extended to March 31, 2015 from Aug. 17,
2012. The maturity of the $140 million in new convertible secured
notes that will be issued to the banks also will be March 31,
2015. In addition to the new secured convertible notes that will
be issued in exchange for a portion of the reduction in
outstanding bank debt, YRCW also will offer the lenders the
opportunity to purchase an additional $100 million in new secured
convertible notes due March 31, 2015, proceeds of which will
provide additional liquidity that the company may use at its
discretion.

In terms of the other debt currently outstanding on YRCW's balance
sheet, there will be no changes to any of the company's
convertible notes, including the 6% notes due 2014, the 3.375%
notes due 2023 or the 5% notes due 2023. The agreement in
principle signed in February 2011 included a provision that would
have exchanged equity for the principle owed on the convertible
notes, but this provision has not been included in the support
agreement. The approximately $152 million secured note owed to
certain of the multi-employer pension plans to which the company
contributes will have its maturity extended to March 31, 2015,
with accrued interest and fees deferred until maturity. Currently,
the pension note requires full repayment over the course of 2011
and 2012. In addition, the approximately $235 million of
borrowings and LCs outstanding on YRCW's existing asset backed
securitization (ABS) facility will be refinanced with proceeds
from a new asset backed loan (ABL) facility.

In addition to the 72.5% of the company's post-restructuring
equity that will be held by YRCW's lenders, an additional 25%
ownership position will be granted to the company's Teamster-
represented employees, leaving existing shareholders with a 2.5%
ownership stake. All of these figures will be subject to dilution,
however, from shares that could be granted as part of a new
management incentive plan, as well as shares associated with both
sets of new convertible notes. On top of their majority ownership
position in the company, the lenders also will have the
opportunity to nominate six members of the company's new nine
member Board of Directors, with the other three directors
consisting of two directors nominated by the Teamsters and the
post-restructuring Chief Executive Officer.

The rating of 'CCC/RR2' on the company's secured credit facility
reflects its substantial collateral coverage and superior recovery
prospects in the 70% to 90% range in a distressed scenario. On the
other hand, the rating of 'C/RR6' on the company's unsecured
convertible notes reflects Fitch's expectation that recoveries on
those notes would be poor, in the 0% to 10% range in a distressed
scenario. The low level of expected recovery for the unsecured
debt is due to the substantial amount of higher-priority secured
debt in the company's capital structure.


* 528 Credit Unions Have 'E' (Weak) Ratings From Weiss
------------------------------------------------------
Weiss Ratings reports that on Friday, regulators closed Utah
Central Credit Union, Salt Lake City, Utah, bringing the total
number of U.S. credit union failures to seven for 2011.

Utah Central Credit Union, Salt Lake City, Utah, with assets of
$158.3 million at Dec. 31, 2010 was rated E- ("Very Weak") at the
time of failure based on fourth quarter 2010 data by Weiss
Ratings.  The institution reported a loss of $575 thousand for the
year ended Dec. 31, 2010.  With just $4.5 million in capital, Utah
Central had a net worth ratio of 2.86%, well below the NCUA
mandated level of 7%.  Nonperforming loans to core capital
represented more than 319%, and it had charge-offs to loans of
almost 3%.

Chartway Federal Credit Union located in Virginia Beach, Virginia,
with assets of $1.7 billion and a Weiss Rating of C ("Fair"), will
assume the deposits and liabilities of Utah Central Credit Union.

Weiss rates 528 credit unions an E+, E, or E-, including Wescom
Central Credit Union of Pasadena, California (rated E-), Texans
Credit Union of Richardson, Texas (rated E-), and Lake Trust
Credit Union in Lansing, Michigan (rated E+).  Consumers can view
the full list at http://www.weissratings.com/

Weiss Ratings is an independent provider of bank, credit union and
insurance company financial strength ratings and sovereign debt
ratings.  It also distributes independent ratings on the shares of
thousands of publicly traded companies, mutual funds, closed-end
funds and ETFs.


* Grant & Eisenhofer Taps Morris to Head Bankruptcy Practice
------------------------------------------------------------
In a noteworthy expansion of its bankruptcy litigation profile,
leading shareholder and corporate governance law firm Grant &
Eisenhofer P.A. has added experienced creditor-side bankruptcy
litigator Matthew Morris to head its bankruptcy litigation
practice.  Mr. Morris, who joins G&E as a director, was previously
a bankruptcy partner with Hogan Lovells US LLP in New York.  He
formerly practiced in the bankruptcy department of Milbank, Tweed,
Hadley & McCloy, as well as in the litigation department of
Cravath, Swaine & Moore.

With a strong background in complex litigation, Mr. Morris focuses
on creditor-side representations in large corporate bankruptcies.
He has experience in both domestic and cross-border insolvencies.
Among his prominent engagements, he has represented numerous
claimants in the massive Lehman Brothers bankruptcy, including
former Lehman derivative contract counterparties.  He represented
Icelandic Straumur Investment Bank in U.S. Chapter 15 proceedings.
He also represented the official liquidators of the collapsed
Cayman Islands-based Sphinx Funds in the bankruptcy of commodities
firm Refco, as well as participated in the representation of the
Official Unsecured Creditors' Committee in the Enron Chapter 11
case.

The addition of Mr. Morris strengthens Grant & Eisenhofer's well-
known litigation work on behalf of institutional investors, both
domestic and foreign, in securities class actions, corporate
governance actions and derivative litigation.  In recent years,
G&E has broadened its practice offerings to represent plaintiffs
in major whistleblower and private antitrust actions.

G&E co-founders and managing directors Stuart Grant and Jay
Eisenhofer said of Mr. Morris's arrival: "Matt has a proven track
record representing stakeholders in high-stakes, complex
bankruptcy cases, which will be a welcome complement to our
existing litigation work.  We've historically represented
investors in securities and auditor liability actions tied to some
of the largest bankruptcies in the past decade, including
Parmalat, Global Crossing, Delphi, Refco and others.  We've long
recognized how important creditor bankruptcy expertise can be to
our shareholder work, and we're pleased to have an attorney of
Matt's caliber and record of success join us to direct litigation
in this area going forward."

Mr. Morris noted that Grant & Eisenhofer provides an excellent
platform for his practice. "Asset recovery through the bankruptcy
system and out-of-court workouts is a fundamental objective of my
work," he said.  "Grant & Eisenhofer is one of the country's
preeminent firms for shareholder and other investor recoveries,
and I'm excited about heading up the firm's bankruptcy litigation
practice. We expect to see ample opportunities to be engaged in
bankruptcy contests on behalf of clients."

Mr. Morris received his undergraduate degree cum laude from
Middlebury College, and his J.D. from Columbia Law School.

Recent bankruptcy-related litigation handled by G&E includes the
representation of funds managed by Franklin Advisors, Conseco
Capital Management, Credit Suisse Asset Management, Pilgrim
American Funds and Oppenheimer Funds in a securities action
against bankrupt beauty care product maker Styling Technology.
The firm also recently represented the Flag Litigation Trust on
behalf of PPM America and PIMCO, among other major institutional
investors.  G&E currently represents a group of institutional
investors who collectively purchased over $600 million of debt
issued by Washington Mutual Bank, in a securities fraud action and
related bankruptcy claim stemming from WaMu's dissolution.

In 2007, G&E obtained $325 million for international investors in
a class action against bankrupt auto parts maker Delphi Corp.  The
$204 million payout from Delphi was among the largest on record by
an insolvent company - not including another $80 million paid by
Delphi's directors & officers and $38 million from the company's
former auditors.

The firm has also had a lead hand in some of the largest investor
recoveries on record in securities cases, including serving as co-
lead counsel to investors in an epic class action against Tyco
International alleging accounting and other fraud that looted the
company under disgraced CEO Dennis Kozlowski.  The resulting $3
billion settlement struck in 2007 represented the largest payment
ever made by a corporate defendant in resolving a securities class
action.  A separate $225 million payment was made by Tyco's former
auditor PricewaterhouseCoopers, itself a near-record payment by an
accounting firm.

In 2010, Grant & Eisenhofer recovered over $315 million for
investors, ranking it once again among the leaders in shareholder
recoveries according to Institutional Shareholder Services.  The
firm has recovered approximately $12.5 billion for shareholders in
the last five years and was cited by RiskMetrics for securing the
highest average investor recovery in securities class actions of
any U.S. law firm in 2008.  Grant & Eisenhofer has been named one
of the country's top plaintiffs' law firms by the National Law
Journal for the past six years.


* T. Kingsmill, Former New Orleans Bankruptcy Judge, Dies
---------------------------------------------------------
Thomas Hartley Kingsmill, a U.S. bankruptcy judge in New
Orleans from 1971 until 2003, died on May 1, Bloomberg News' Bill
Rochelle said, citing a report from the New Orleans Times-
Picayune.  He was 89.  Kingsmill, a past president of the National
Conference of Bankruptcy Judges, received his undergraduate and
law degrees from Loyola University.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Richard Assaf Dermatology, Inc.
   Bankr. N.D. Ohio Case No. 11-13266
      Chapter 11 Petition filed April 19, 2011
         See http://bankrupt.com/misc/ohnb11-13266.pdf

In Re Anthony Inserra
   Bankr. D. Ariz. Case No. 11-11187
      Chapter 11 Petition filed April 20, 2011

In Re Gotta Dance Studio, Inc.
   Bankr. C.D. Calif. Case No. 11-14900
      Chapter 11 Petition filed April 20, 2011
         See http://bankrupt.com/misc/cacb11-14900.pdf

In Re Javier Jimenez
   Bankr. C.D. Calif. Case No. 11-27254
      Chapter 11 Petition filed April 20, 2011

In Re Michael Keith
   Bankr. C.D. Calif. Case No. 11-11845
      Chapter 11 Petition filed April 20, 2011

In Re Robert Kovats
   Bankr. C.D. Calif. Case No. 11-15596
      Chapter 11 Petition filed April 20, 2011

In Re Edward Elmer
   Bankr. E.D. Calif. Case No. 11-29751
      Chapter 11 Petition filed April 20, 2011

In Re Daniel Gluhaich
   Bankr. N.D. Calif. Case No. 11-53684
      Chapter 11 Petition filed April 20, 2011

In Re Carmen Saucedo
   Bankr. S.D. Calif. Case No. 11-06496
      Chapter 11 Petition filed April 20, 2011

In Re Januarius Limfueco
   Bankr. S.D. Calif. Case No. 11-06440
      Chapter 11 Petition filed April 20, 2011

In Re Gerard McLaughlin
   Bankr. M.D. Fla. Case No. 11-07376
      Chapter 11 Petition filed April 20, 2011

In Re Olaf Sroka
   Bankr. M.D. Fla. Case No. 11-07392
      Chapter 11 Petition filed April 20, 2011

In Re Rose Branda
   Bankr. M.D. Fla. Case No. 11-07378
      Chapter 11 Petition filed April 20, 2011

In Re Cape Restaurant Group, LLC
        dba Bogey's Neighborhood Grill
   Bankr. N.D. Ga. Case No. 11-62030
      Chapter 11 Petition filed April 20, 2011
        See http://bankrupt.com/misc/ganb11-62030.pdf

In Re Boyd Mullins
   Bankr. N.D. Ga. Case No. 11-21666
      Chapter 11 Petition filed April 20, 2011

In Re ATAM, Inc.
        dba Chicago Shutters
        dba Clyde Coyles Drapery
   Bankr. N.D. Ill. Case No. 11-16836
      Chapter 11 Petition filed April 20, 2011
         See http://bankrupt.com/misc/ilnb11-16836.pdf

In Re Dasmesh Hospitality, LLC
   Bankr. W.D. La. Case No. 11-20404
      Chapter 11 Petition filed April 20, 2011
         See http://bankrupt.com/misc/lawb11-20404.pdf

In Re SDF Inc.
   Bankr. D. Md. Case No. 11-18320
      Chapter 11 Petition filed April 20, 2011
         See http://bankrupt.com/misc/mdb11-18320.pdf

In Re Itsva Cerritos
   Bankr. D. Mass. Case No. 11-13568
      Chapter 11 Petition filed April 20, 2011

In Re Peirceson DePeiza
   Bankr. D. Mass. Case No. 11-13585
      Chapter 11 Petition filed April 20, 2011

In Re Three Kingdoms Holdings, LLC
   Bankr. D. Mass. Case No. 11-41598
      Chapter 11 Petition filed April 20, 2011

In Re North East Neighborhood Alliance Community
        xref Land Corporation
   Bankr. W.D.N.Y. Case No. 11-20770
      Chapter 11 Petition filed April 20, 2011
         filed pro se

In Re ARVI Transport Company, Inc.
   Bankr. M.D. Pa. Case No. 11-02846
      Chapter 11 Petition filed April 20, 2011
         See http://bankrupt.com/misc/pamb11-02846.pdf

In Re 815-817 Land Trust
   Bankr. E.D. Wis. Case No. 11-25942
      Chapter 11 Petition filed April 20, 2011
         filed pro se

In Re Robert Sheppard
   Bankr. D. Ariz. Case No. 11-11263
      Chapter 11 Petition filed April 21, 2011

In Re Graham Crabtree
   Bankr. D. Mass. Case No. 11-13629
      Chapter 11 Petition filed April 21, 2011

In Re Abad Piza-Casiano
   Bankr. D. Nev. Case No. 11-16047
      Chapter 11 Petition filed April 21, 2011

In Re Jaswinder Jhattu
   Bankr. D. Nev. Case No. 11-51342
      Chapter 11 Petition filed April 21, 2011

In Re PLS Restaurants, Inc.
   Bankr. D. Nev. Case No. 11-51343
      Chapter 11 Petition filed April 21, 2011
         See http://bankrupt.com/misc/nvb11-51343.pdf

In Re James DeFonce
   Bankr. S.D.N.Y. Case No. 11-22769
      Chapter 11 Petition filed April 21, 2011

In Re Daniel Collins
   Bankr. S.D. Ohio Case No. 11-12411
      Chapter 11 Petition filed April 21, 2011

In Re Christopher Rad
   Bankr. W.D. Texas Case No. 11-10975
      Chapter 11 Petition filed April 21, 2011

In Re B & R Orchards LLC
   Bankr. E.D. Wash. Case No. 11-01976
      Chapter 11 Petition filed April 21, 2011
         See http://bankrupt.com/misc/waeb11-01976.pdf

In Re R Freeman
   Bankr. N.D. Ala. Case No. 11-41071
      Chapter 11 Petition filed April 22, 2011

In Re Timothy Martin
   Bankr. D. Ariz. Case No. 11-11550
      Chapter 11 Petition filed April 22, 2011

In Re Alicia Mcalpine
   Bankr. C.D. Calif. Case No. 11-27684
      Chapter 11 Petition filed April 23, 2011

In Re William Walker
   Bankr. C.D. Calif. Case No. 11-27460
      Chapter 11 Petition filed April 22, 2011

In Re Beverly Thomas
   Bankr. N.D. Calif. Case No. 11-44345
      Chapter 11 Petition filed April 22, 2011

In Re Anthony Garofalo
   Bankr. S.D. Calif. Case No. 11-06630
      Chapter 11 Petition filed April 22, 2011

In Re BB Plate Glass and Mirror, Inc.
   Bankr. M.D. Fla. Case No. 11-07656
      Chapter 11 Petition filed April 22, 2011
         See http://bankrupt.com/misc/flmb11-07656.pdf

In Re Rosa Cruz
   Bankr. S.D. Fla. Case No. 11-20816
      Chapter 11 Petition filed April 22, 2011

In Re Better Built Cabinets, Inc.
   Bankr. S.D. Ga. Case No. 11-20471
      Chapter 11 Petition filed April 22, 2011
         See http://bankrupt.com/misc/gasb11-20471.pdf

In Re R & V, Inc.
        dba Detention
   Bankr. N.D. Ill. Case No. 11-17217
      Chapter 11 Petition filed April 22, 2011
        See http://bankrupt.com/misc/ilnb11-17217.pdf

   In Re Cafe Rumba, LLC
      Bankr. N.D. Ill. Case No. 11-17218
         Chapter 11 Petition filed April 22, 2011
            See http://bankrupt.com/misc/ilnb11-17218.pdf

In Re 6 Day Discount Furniture, Inc.
   Bankr. N.D. Iowa Case No. 11-00923
      Chapter 11 Petition filed April 22, 2011
         See http://bankrupt.com/misc/ianb11-00923.pdf

In Re FRWSC, Inc.
        dba Water Street Cafe
   Bankr. D. Mass. Case No. 11-13681
      Chapter 11 Petition filed April 22, 2011
        See http://bankrupt.com/misc/mab11-13681.pdf

In Re Mary Chick
   Bankr. D. Mass. Case No. 11-13704
      Chapter 11 Petition filed April 22, 2011

In Re Michigan Gasoline Traders, Inc.
   Bankr. E.D. Mich. Case No. 11-32038
      Chapter 11 Petition filed April 22, 2011
         See http://bankrupt.com/misc/mieb11-32038.pdf

In Re Whiskey River Saloon-LaCrosse, LLC
        dba Coconut Joes
        dba Whiskey River Saloon
   Bankr. D. Minn. Case No. 11-42833
      Chapter 11 Petition filed April 22, 2011
         See http://bankrupt.com/misc/mnb11-42833.pdf

In Re Colonial Development, Inc.
   Bankr. W.D. Mo. Case No. 11-41887
      Chapter 11 Petition filed April 22, 2011
         See http://bankrupt.com/misc/mowb11-41887.pdf

In Re Adar Kosher Pizza, Inc.
   Bankr. D. Nev. Case No. 11-16136
      Chapter 11 Petition filed April 22, 2011
         See http://bankrupt.com/misc/nvb11-16136.pdf

In Re Paul Schmidt
   Bankr. D. Nev. Case No. 11-51348
      Chapter 11 Petition filed April 22, 2011

In Re Howard Eisner
   Bankr. W.D. Pa. Case No. 11-22556
      Chapter 11 Petition filed April 22, 2011

In Re Terri Wayne
   Bankr. W.D. Pa. Case No. 11-22564
      Chapter 11 Petition filed April 23, 2011

In Re Allen Qualls
   Bankr. M.D. Tenn. Case No. 11-04166
      Chapter 11 Petition filed April 22, 2011

In Re Lance Gardiner
   Bankr. M.D. Tenn. Case No. 11-04154
      Chapter 11 Petition filed April 22, 2011

In Re Brownco Construction Co., LLC
        aka Brownco Construction Company
        aka Brownco Construction Co.
   Bankr. N.D. Texas Case No. 11-32691
      Chapter 11 Petition filed April 22, 2011
         See http://bankrupt.com/misc/txnb11-32691p.pdf
         See http://bankrupt.com/misc/txnb11-32691c.pdf

In Re Steven Humphries
   Bankr. E.D. Texas Case No. 11-41284
      Chapter 11 Petition filed April 22, 2011

In Re Michael Wayne Harding
   Bankr. W.D. Va. Case No. 11-61062
      Chapter 11 Petition filed April 22, 2011

In Re 7658 Pleasant Run, LLC
   Bankr. D. Ariz. Case No. 11-11570
      Chapter 11 Petition filed April 24, 2011
         See http://bankrupt.com/misc/azb11-11570.pdf

In Re Eliza Garrett
   Bankr. C.D. Calif. Case No. 11-15047
      Chapter 11 Petition filed April 24, 2011

In Re Paul Chau
   Bankr. S.D. Calif. Case No. 11-06695
      Chapter 11 Petition filed April 24, 2011

In Re Todd Kelling
   Bankr. D. Nev. Case No. 11-16155
      Chapter 11 Petition filed April 24, 2011

In Re Carlo Cavallo
   Bankr. N.D. Calif. Case No. 11-11491
      Chapter 11 Petition filed April 25, 2011

In Re Maria Alvarado
   Bankr. N.D. Calif. Case No. 11-11485
      Chapter 11 Petition filed April 25, 2011

In Re Rahmatollah Ahmadi
   Bankr. N.D. Calif. Case No. 11-53851
      Chapter 11 Petition filed April 25, 2011

In Re Sally Reynolds
   Bankr. D. Hawaii Case No. 11-01163
      Chapter 11 Petition filed April 25, 2011

In Re West Hubbard Partners, Inc.
   Bankr. N.D. Ill. Case No. 11-17488
      Chapter 11 Petition filed April 25, 2011
         See http://bankrupt.com/misc/ilnb11-17488.pdf

In Re Inc. Sunga Enterprises
   Bankr. E.D. Mich. Case No. 11-51768
      Chapter 11 Petition filed April 25, 2011

In Re Blue Jay Investments, Inc.
        dba Victorian Inn
   Bankr. W.D. Mo. Case No. 11-60840
      Chapter 11 Petition filed April 25, 2011
        See http://bankrupt.com/misc/mowb11-60840.pdf

In Re S.G. Keeney, PC, Inc.
        dba Siena Animal Hospital
   Bankr. D. Nev. Case No. 11-16184
      Chapter 11 Petition filed April 25, 2011
        See http://bankrupt.com/misc/nvb11-16184.pdf

In Re Gerardo Meza-Lopez
   Bankr. D. Nev. Case No. 11-16224
      Chapter 11 Petition filed April 25, 2011

In Re Raymond Mathieson
   Bankr. D. Nev. Case No. 11-16216
      Chapter 11 Petition filed April 25, 2011

In Re Schooler Trust
   Bankr. D. Nev. Case No. 11-16162
      Chapter 11 Petition filed April 25, 2011
         filed pro se

In Re Susan Keeney
   Bankr. D. Nev. Case No. 11-16183
      Chapter 11 Petition filed April 25, 2011

In Re Robert Lagana
   Bankr. D. N.J. Case No. 11-22710
      Chapter 11 Petition filed April 25, 2011

In Re Just-Inn Inc.
   Bankr. W.D. Pa. Case No. 11-22576
      Chapter 11 Petition filed April 25, 2011
         See http://bankrupt.com/misc/pawb11-22576.pdf

In Re CTL Summit Limited LP
   Bankr. E.D. Tenn. Case No. 11-32000
      Chapter 11 Petition filed April 25, 2011
         filed pro se

In Re John Thomas
   Bankr. W.D. Texas Case No. 11-10997
      Chapter 11 Petition filed April 25, 2011

In Re Harry O's Entertainment Group, LLC
   Bankr. D. Utah Case No. 11-25930
      Chapter 11 Petition filed April 25, 2011
         filed pro se

In Re Fourth Street Fine Dining, LLC
        dba 4th Street Fine Dining
   Bankr. N.D. W.Va. Case No. 11-00746
      Chapter 11 Petition filed April 25, 2011
         See http://bankrupt.com/misc/wvnb11-00746.pdf

In Re Rick Swanson
   Bankr. W.D. Wash. Case No. 11-14772
      Chapter 11 Petition filed April 25, 2011

In Re Citizens First Home Mortgage, Inc.
   Bankr. E.D. Ark. Case No. 11-12727
      Chapter 11 Petition filed April 26, 2011
         See http://bankrupt.com/misc/areb11-12727.pdf

In Re Gerald Goldstein
   Bankr. C.D. Calif. Case No. 11-15113
      Chapter 11 Petition filed April 26, 2011

In Re Hoskins Enterprises, Inc.
   Bankr. C.D. Calif. Case No. 11-15148
      Chapter 11 Petition filed April 26, 2011
         See http://bankrupt.com/misc/cacb11-15148.pdf

In Re Kwang Park
   Bankr. C.D. Calif. Case No. 11-28116
      Chapter 11 Petition filed April 26, 2011

In Re 7910 Walgera Road, LLC
   Bankr. N.D. Calif. Case No. 11-53938
      Chapter 11 Petition filed April 26, 2011
         filed pro se

In Re J.C. Pastor & Son, Inc.
   Bankr. D. Conn. Case No. 11-50811
      Chapter 11 Petition filed April 26, 2011
         filed pro se

In Re Alvaro Varela
   Bankr. S.D. Fla. Case No. 11-21218
      Chapter 11 Petition filed April 26, 2011

In Re TGS Kidz Academy at Fairview, LLC
   Bankr. N.D. Ga. Case No. 11-62514
      Chapter 11 Petition filed April 26, 2011
         See http://bankrupt.com/misc/ganb11-62514.pdf

In Re Fantasy USA Joe Ono, Inc.
        dba Kurama Japanese Steakhouse
   Bankr. S.D. Ga. Case No. 11-10804
      Chapter 11 Petition filed April 26, 2011
        See http://bankrupt.com/misc/gasb11-10804.pdf

In Re William Ledford
   Bankr. S.D. Ga. Case No. 11-60226
      Chapter 11 Petition filed April 26, 2011

In Re Soy Works Corporation
   Bankr. N.D. Ill. Case No. 11-17701
      Chapter 11 Petition filed April 26, 2011
         See http://bankrupt.com/misc/ilnb11-17701p.pdf
         See http://bankrupt.com/misc/ilnb11-17701c.pdf

In Re Jennings Transportation, Inc.
        aka Jennings Trock & Trailer Repair
   Bankr. E.D. Ky. Case No. 11-60618
      Chapter 11 Petition filed April 26, 2011
        See http://bankrupt.com/misc/kyeb11-60618.pdf

In Re James Alford
   Bankr. W.D. La. Case No. 11-30714
      Chapter 11 Petition filed April 26, 2011

In Re Charlton Rt 20 Realty, Inc.
   Bankr. D. Mass. Case No. 11-41680
      Chapter 11 Petition filed April 26, 2011
         See http://bankrupt.com/misc/mab11-41680.pdf

In Re Charito Sunga
   Bankr. E.D. Mich. Case No. 11-51824
      Chapter 11 Petition filed April 26, 2011

In Re Sunga Enterprises Inc.
   Bankr. E.D. Mich. Case No. 11-51821
      Chapter 11 Petition filed April 26, 2011
         See http://bankrupt.com/misc/mieb11-51821.pdf

In Re Gilberto Gonzalez
   Bankr. D. Nev. Case No. 11-51392
      Chapter 11 Petition filed April 26, 2011

In Re Miguel Jimenez
   Bankr. S.D.N.Y. Case No. 11-22800
      Chapter 11 Petition filed April 26, 2011

In Re Jade Wellness Center, LLC
   Bankr. W.D. Pa. Case No. 11-22625
      Chapter 11 Petition filed April 26, 2011
         See http://bankrupt.com/misc/pawb11-22625.pdf

In Re Lucy Garrighan
   Bankr. W.D. Pa. Case No. 11-22628
      Chapter 11 Petition filed April 26, 2011

In Re Wilfredo Rodriguez Flores
   Bankr. D. Puerto Rico Case No. 11-03478
      Chapter 11 Petition filed April 26, 2011

In Re Daniel Ciolos
   Bankr. M.D. Tenn. Case No. 11-04243
      Chapter 11 Petition filed April 26, 2011

In Re Bobby Beazley
   Bankr. E.D. Va. Case No. 11-32772
      Chapter 11 Petition filed April 26, 2011



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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